exhibit10_3.htm


    Exhibit
      10.3

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    CHARTER
      COMMUNICATIONS HOLDING COMPANY, LLC

    


    6.50%
      MIRROR CONVERTIBLE SENIOR NOTE DUE 2027

    


    ISSUE
      DATE OCTOBER 2, 2007

    


    IN
      THE
      ORIGINAL PRINCIPAL AMOUNT OF $479,168,000

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


          THIS
      MIRROR NOTE dated October 2, 2007, is made by Charter Communications Holding
      Company, LLC, a Delaware limited liability company (including any successor,
      "Obligor"), in favor of Charter Communications, Inc., a Delaware
      corporation (including any successor, "CCI").

    


          Reference
      is hereby made to the Indenture, dated as of October 2, 2007 between CCI and
      The
      Bank of New York Trust Company, N.A., as trustee, as amended or supplemented
      from time to time (the "Indenture").

    


          Obligor
      and Holder agree as follows for the benefit of each other:

    


    ARTICLE
      1

    


    DEFINITIONS

    


    Section
      1.01. Definitions. Capitalized terms used and not otherwise defined herein
      shall
      have the respective meanings assigned to them in the Indenture, whether directly
      or by reference. As used herein, the following terms shall have the following
      meanings:

    


          "CCI
      Event of Default" means an Event of Default under the
      Indenture.

    


          "CCI
      Interest Payment Date" means an Interest Payment Date under the
      Indenture.

    


          "CCI
      Notes" means the 6.50% Convertible Senior Notes due 2027 of Holder issued
      pursuant to the Indenture.

    


          "CCI
      Redemption Date" means any date fixed for redemption of CCI Notes pursuant
      to the Indenture.

    


          "CCI
      Redemption Price", when used with respect to any CCI Notes to be redeemed,
      means the price at which any such CCI Notes are to be redeemed pursuant to
      the
      Indenture.

    


           "CCI
      Repurchase Date" means a Fundamental Change Repurchase Date or a Five-Year
      Repurchase Date, as the case may be.

    


          "CCI
      Repurchase Price" when used with respect to any CCI Notes to be repurchased,
      means the price at which any such CCI Notes are to be repurchased pursuant
      to
      the Indenture.

    


          "Holder"
      means initially CCI, and any successor or assignee of CCI which acquires CCI's
      interest in this Mirror Note pursuant to a transaction permitted by the
      Indenture and by the organizational documents of Holder and
      Obligor.

    


          "Indenture"
      has the meaning specified in the recitals.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


          "Manager"
      means Charter Communications, Inc., in its capacity as manager of
      Obligor.

    


          "Membership
      Units" means Class B Common Units of Obligor.

    


          "Mirror
      Conversion Rate" has the meaning specified in Section 6.01
      hereof.

    


          "Mirror
      Default" means any event that is, or with the passage of time or the giving
      of notice or both would be, a Mirror Event of Default.

    


          "Mirror
      Event of Default" has the meaning specified in Section 5.01
      hereof.

    


          "Mirror
      Fundamental Change Repurchase Date" means a date that is one Business Day
      prior to a Fundamental Change Repurchase Date under the Indenture.

    


          "Mirror
      Interest Payment Date" means the Stated Maturity of a payment of interest on
      this Mirror Note.

    


          "Mirror
      Note" means this 6.50% Mirror Convertible Senior Note due 2027.

    


          "Mirror
      Redemption Date" means a date that is a CCI Redemption Date.

    


          "Mirror
      Redemption Price" has the meaning specified in Section 301.

    


          "Mirror
      Repurchase Date" means a date that is a CCI Repurchase Date.

    


          "Mirror
      Repurchase Price" has the meaning specified in Section 7.01
      hereof.

    


           "Principal
      Amount" means, with respect to this Mirror Note, the original principal
      amount on the Issue Date of $479,168,000 (Four Hundred Seventy-Nine Million
      One
      Hundred Sixty-Eight Thousand Dollars), as the same may be reduced from time
      to
      time by redemption, repurchase, conversion or otherwise.

    


          "CCI
      Redemption Make-Whole Amount" means the Redemption Make-Whole Amount
      determined by Section 10.08 of the Indenture.

    


          "Significant
      Subsidiary" means any Subsidiary of Obligor which is a "Significant
      Subsidiary" as defined in Rule l-02(w) of Regulation S-X under the Exchange
      Act.

    


          "Stated
      Maturity", when used with respect to the principal amount of this Mirror
      Note or any payment of interest thereon, means the date specified in such Mirror
      Note as the fixed date on which such principal amount or such payment of
      interest is due and payable.

    


    Section
      1.02. Rules of Construction.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


          Unless
      the context otherwise requires:

    


                (a)
      a term has the meaning assigned to it;

    


                (b)
      an accounting term not otherwise defined has the meaning assigned to it in
      accordance with GAAP;

    


                (c)
      "or" is not exclusive and "including" is not limiting;

    


                (d)
      words in the singular include the plural, and in the plural include the
      singular;

    


                (e)
      provisions apply to successive events and transactions;

    


                (f)
      references to sections of or rules under the Securities Act shall be deemed
      to
      include substitute, replacement of successor sections or rules adopted by the
      Commission from time to time;

    


                (g)
      references to any statute, law, rule or regulation shall be deemed to refer
      to
      the same as from time to time amended and in effect and to any successor
      statute, law, rule or regulation; and

    


                (h)
      references to any contract, agreement or instrument shall mean the same as
      amended, modified, supplemented or amended and restated from time to time,
      in
      each case, in accordance with any applicable restrictions contained in this
      Mirror Note.

    


    ARTICLE
      2

    


    MIRROR
      NOTE TERMS

    


    Section
      2.01. Repayment Principal.

    


          Obligor
      promises to pay to Holder the outstanding Principal Amount of this Mirror Note
      on October 1, 2027.

    


    Section
      2.02. Interest.

    


            Obligor
      promises to pay to Holder interest on the Principal Amount of this Mirror Note
      at the rate of 6.50% per annum from October 2, 2007 until this Mirror Note
      has
      been repaid in full. Obligor will pay interest semi-annually in arrears on
      April
      1 and October 1 of each year (each a "Mirror Interest Payment Date"), or
      if any such day is not a Business Day, on the next succeeding Business Day.
      Interest on this Mirror Note will accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance. The first Mirror Interest Payment Date shall be April 1, 2008. Obligor
      shall pay interest (including post-petition interest in any proceeding under
      any
      Bankruptcy Law) on the overdue Principal Amount and premium, at a rate that
      is
      equal to 1% per annum in excess of the rate then in effect pursuant to
      the


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    terms
      of
      this Mirror Note to the extent lawful; Obligor shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on overdue
      installments of interest (without regard to any applicable grace periods) at
      the
      same rate to the extent lawful. Interest will be computed on the basis of a
      360-day year of twelve 30-day months.

    


    Section
      2.03. Method of Payment.

    


          This
      Mirror Note shall be payable as to principal, premium, if any, and interest
      in
      immediately available funds in such coin or currency of the United States of
      America as at the time of payment is legal tender for payment of public and
      private debts.  All payments hereunder shall be made on the due date
      or on the Business Day prior to the due date.

    


    Section
      2.04. Outstanding Principal Amount of Mirror Note.

    


          To
      the extent that any portion of the Principal Amount of this Mirror Note is
      considered paid pursuant to Section 4.01, such amount shall cease to be
      outstanding and cease to accrue interest.

    


    Section
      2.05. Defaulted Interest.

    


          If
      Obligor defaults in a payment of interest on this Mirror Note, it shall pay
      the
      defaulted interest in any lawful manner plus, to the extent lawful, interest
      payable on the defaulted interest to Holder at the rate provided in Section
      2.02
      hereof, in the amounts, on the terms, and on the date on which Holder makes
      any
      required payment of defaulted interest on the CCI Notes.

    


    ARTICLE
      3

    


    REDEMPTION
      AND PREPAYMENT

    


    Section
      3.01. Redemption.

    


     

    (a)  If
      Holder
      has elected to exercise the option to redeem all or any portion of the CCI
      Notes
      by Holder pursuant to Section 3.07 of the Indenture, Obligor shall, on the
      date
      of such redemption, redeem a portion of this Mirror Note equal to 100% of the
      aggregate principal amount of the CCI Notes being so redeemed.  Such
      redemption shall be for a redemption price (the "Mirror Redemption
      Price") equal to the aggregate CCI Redemption Price being paid by Holder,
      plus, subject to Section 3.02, interest accrued on the portion of this Mirror
      Note being redeemed to but excluding the applicable CCI Redemption
      Date.  In addition, in the event that Holder is required to pay any
      CCI Redemption Make Whole Amount, Obligor shall pay to Holder on such Mirror
      Redemption Date an amount equal to such CCI Redemption Make Whole
      Amount.

    


               (b)           If
      and to the extent, as a result of the conversion of the CCI Notes for which
      notice of redemption was given, Holder, rather than paying CCI Redemption
      Price


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (including
      any CCI Redemption Make Whole Amount payable in respect thereof) in cash, issues
      shares of Common Stock to the holders of the subject CCI Notes (including,
      if
      applicable, in payment of the CCI Redemption Make Whole Amount), Obligor shall
      on the related Mirror Redemption Date issue Membership Units to Holder in a
      number equal to the number of shares of Common Stock so issued by Holder to
      holders of the CCI Notes, in lieu of all or the applicable portion of the cash
      payment otherwise payable on such Mirror Redemption Date in respect of this
      Mirror Note, as described in paragraph (a) of this Section 3.01.

    


    Section
      3.02. Payment of Mirror Redemption Price.

    


          At
      or prior to 9:30 a.m., New York City time on the Mirror Redemption Date, Obligor
      shall pay to Holder the Mirror Redemption Price in respect of the portion of
      this Mirror Note being redeemed on such Mirror Redemption Date.

    


          If
      Obligor complies with the provisions of the preceding paragraph, on and after
      the Mirror Redemption Date, interest shall cease to accrue on the portion of
      the
      Principal Amount of this Mirror Note redeemed. If any of the CCI Notes are
      redeemed on or after a Regular Record Date under the Indenture but on or prior
      to the related Mirror Interest Payment Date, and any accrued and unpaid interest
      is paid to the holders of such CCI Notes by Holder at the close of business
      on
      such Regular Record Date pursuant to the Indenture, then Obligor shall pay
      to
      Holder interest on this Mirror Note in an amount equal to the amount paid by
      Holder to the holders of such CCI Notes. If Holder fails to redeem any CCI
      Notes
      in accordance with Section 3.05 of the Indenture and, as a result, interest
      on
      such CCI Notes accrues and becomes payable at the rate described in Section
      3.05
      of the Indenture, then interest payable by Obligor to Holder hereunder on such
      Principal Amount hereof corresponding to the aggregate principal amount of
      the
      affected CCI Notes shall likewise accrue and become payable by Obligor to Holder
      at the rate described in Section 3.05 of the Indenture, for so long as interest
      on such CCI Notes remains payable at such rate.

    


    Section
      3.03. Mandatory Redemption.

    


          Except
      as otherwise provided in Article 7, Obligor shall not be required to make
      mandatory redemption payments with respect to this Mirror Note.

    


    ARTICLE
      4

    


    COVENANTS

    


    Section
      4.01. Payment of Mirror Note.

    


          Obligor
      shall pay or cause to be paid the principal, premium, if any, and interest
      on
      this Mirror Note on the dates and in the manner provided herein. Principal,
      premium, if any, and interest shall be considered paid on the date due if Holder
      holds as of 9:30 a.m. New York City time on the due date money deposited by
      Obligor in immediately


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    available
      funds and designated for and sufficient to pay all principal, premium, if any,
      and interest then due.

    


    Section
      4.02. Limited Liability Company Existence.

    


          Subject
      to Article 5, Obligor shall do or cause to be done all things necessary to
      preserve and keep in full force and effect (i) its limited liability company
      existence, and the corporate, partnership or other existence of each of its
      Significant Subsidiaries, in accordance with the respective organizational
      documents (as the same may be amended from time to time) of Obligor or any
      such
      Significant Subsidiary and (ii) the rights (charter and statutory), licenses
      and
      franchises of Obligor and its Significant Subsidiaries;

    provided,
      however, that Obligor shall not be required to preserve any such right, license
      or franchise, or the corporate, partnership or other existence of any of its
      Significant Subsidiaries, if the Manager shall determine that the preservation
      thereof is no longer desirable in the conduct of the business of Obligor and
      its
      Significant Subsidiaries, taken as a whole, and that the loss thereof is not
      adverse in any material respect to Obligor.

    


    Section
      4.03. Stay, Extension and Usury Laws.

    


          Obligor
      covenants (to the extent that it may lawfully do so) that it shall not at any
      time insist upon, plead, or in any manner whatsoever claim or take the benefit
      or advantage of, any stay, extension or usury law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      this Mirror Note; and Obligor (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law.

    


    ARTICLE
      5

    


    DEFAULTS
      AND REMEDIES

    


    Section
      5.01. Events of Default.

    


          A
      "Mirror Event of Default" shall have occurred if:

    


                (a)
      Obligor defaults in the payment when due of interest on this Mirror Note and
      such default continues for a period of 30 days;

    


                (b)
      Obligor defaults in payment when due of the principal of or premium, if any,
      on
      this Mirror Notes; or

    


                (c)
      A CCI Event of Default has occurred.

    


    Section
      5.02. Acceleration.

    


          Upon
      the acceleration of any amounts payable by Holder pursuant to
      Section


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.02
      of
      the Indenture, the same Principal Amount of this Mirror Note, together with
      any
      accrued and unpaid interest thereon, shall immediately and automatically become
      due and payable by Obligor to Holder.

    


          Holder
      by written notice to Obligor may rescind an acceleration and its consequences
      if
      the rescission would not conflict with any judgment or decree and if all
      existing CCI Events of Default under the Indenture (except nonpayment of
      principal, interest or premium that has become due solely because of the
      acceleration) have been cured or waived; provided that such rescission shall
      be
      automatic if such acceleration has been rescinded pursuant to the terms of
      the
      Indenture.

    


    Section
      5.03. Other Remedies.

    


          If
      a Mirror Event of Default occurs and is continuing, Holder may pursue any
      available remedy to collect the payment of principal, premium, if any, and
      interest on this Mirror Note or to enforce the performance of any provision
      of
      this Mirror Note.

    


          A
      delay or omission by Holder in exercising any right or remedy accruing upon
      a
      Mirror Event of Default shall not impair the right or remedy or constitute
      a
      waiver of or acquiescence in the Mirror Event of Default. All remedies are
      cumulative to the extent permitted by law.

    


    Section
      5.04. Waiver of Existing Mirror Defaults.

    


          Holder
      by the adoption of a resolution of Holder's board of directors may waive an
      existing Mirror Default or Mirror Event of Default and its consequences
      hereunder; provided, that such waiver shall be automatic in the case of any
      Mirror Event of Default predicated solely on a CCI Event of Default, to the
      extent that the underlying CCI Event of Default has been cured or waived in
      accordance with the Indenture. Upon any such waiver, such Mirror Default shall
      cease to exist, and any Mirror Event of Default arising therefrom shall be
      deemed to have been cured for every purpose of this Mirror Note; but no such
      waiver shall extend to any subsequent or other Mirror Default or impair any
      right consequent thereon.

    


    ARTICLE
      6

    


    CONVERSION
      OF MIRROR NOTE

    


    Section
      6.01. Conversion and Conversion Rate.

    


          Subject
      to and upon compliance with the provisions of this Article 6, upon conversion
      of
      any principal amount of the CCI Notes pursuant to the terms of the Indenture,
      a
      portion of this Mirror Note in a Principal Amount equal to the principal amount
      of the CCI Notes so converted shall convert automatically into fully paid and
      nonassessable (calculated as to each conversion to the nearest 1/100th of a
      Membership Unit) Membership Units of Obligor at the Mirror Conversion Rate,
      determined as hereinafter


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    provided,
      in effect at the time of conversion, plus a number of Membership Units equal
      to
      the number of shares of Common Stock issued in payment of the CCI Redemption
      Make Whole Amount if required to be paid by CCI to the converting holders of
      the
      CCI Notes pursuant to the terms of the Indenture and to the extent paid by
      CCI
      to such holders in Common Stock.

    


          The
      rate at which Membership Units shall be delivered upon conversion (herein called
      the "Mirror Conversion Rate") shall be initially 293.3868 Membership
      Units for each U.S. $1,000 principal amount of this Mirror Note. The Mirror
      Conversion Rate shall be adjusted (rounded to four decimal places) in certain
      instances as provided in this Article 6.

    


    Notwithstanding
      the foregoing, to the
      extent the Holder elects pursuant to the terms of the Indenture to pay all
      or
      any portion of the conversion price of the CCI Notes (the "CCI Conversion
      Price") being converted in cash rather than Common Stock, the Obligor shall
      pay cash to the Holder in an amount equal to the portion of the CCI Conversion
      Price of the CCI Notes being converted to be paid in cash by Holder, in lieu
      of
      issuing Membership Units to Holder; provided that if a One-for-One Event has
      occurred, Obligor shall pay cash to the Holder in an amount based on the fair
      market value of a Membership Unit.

    


    Section
      6.02. Conversion.

    


          If
      this Mirror Note, or a portion thereof, is converted during any Record Date
      Period, Holder shall pay Obligor cash in an amount equal to the interest payable
      on the related Mirror Interest Payment Date on the principal amount of this
      Mirror Note being converted, provided that no such payment needs to be made
      if
      this Mirror Note or any portion thereof has been called for redemption on a
      Mirror Redemption Date that is during that Record Date Period or is subject
      to
      repurchase on a Mirror Fundamental Change Repurchase Date occurring during
      that
      Record Date Period or unless any overdue interest exists at the time of
      conversion with respect to this Mirror Note (and then only to the extent of
      such
      overdue interest). The interest payable on a Mirror Interest Payment Date when
      this Mirror Note (or portion thereof, if applicable) is converted during the
      Record Date Period shall be paid to Holder as of the related Regular Record
      Date
      in an amount equal to the interest that would have been payable on the portion
      of this Mirror Note so converted if such amount had been converted as of the
      close of business on such Mirror Interest Payment Date. Except as provided
      in
      this paragraph, no cash payment or adjustment shall be made upon any conversion
      on account of any interest accrued from the Mirror Interest Payment Date next
      preceding the conversion date, in respect of any portion of this Mirror Note
      converted, or on account of any dividends on the Membership Units issued upon
      conversion. Obligor's delivery to Holder of the number of Membership Units
      into
      which any portion of this Mirror Note is convertible will be deemed to satisfy
      Obligor's obligation to pay such portion of the principal amount of this Mirror
      Note.

          If
      any CCI notes are exchanged pursuant to Section 10.06 of the Indenture,
      appropriate adjustments shall be made to the provisions of this Article 6 as
      reasonably agreed by Holder and Obligor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


          The
      portion of the Principal Amount of this Mirror Note converted pursuant to this
      Article 6 shall be deemed to have been converted immediately prior to the close
      of business on the day of surrender of the CCI Notes that triggered the
      conversion of such portion of this Mirror Note in accordance with the foregoing
      provisions. At such time, the rights of Holder with respect to that portion
      of
      this Mirror Note that converted into Membership Units shall cease and Holder
      shall be treated for all purposes as the record holder or holders of such
      Membership Units at such time.

    


          This
      Mirror Note may be converted in part, but only if the principal amount to be
      converted is any integral multiple of U.S. $1,000 and the principal amount
      of
      this Mirror Note to remain outstanding after such conversion is equal to U.S.
      $1,000 or any integral multiple of $1,000 in excess thereof.

    


    Section
      6.03. Fractions of Membership Units.

    


          No
      fractional Membership Units shall be issued upon conversion of all or a portion
      of this Mirror Note. Instead of any fractional Membership Unit which would
      otherwise be issuable upon conversion of all or any portion of this Mirror
      Note,
      Obligor shall calculate and pay a cash adjustment in respect of such fraction
      (calculated to the nearest 1/100th of a Membership Unit) in an amount equal
      to
      the same fraction of the Sale Price at the close of business on the day of
      conversion (or round up the number of Membership Units issuable upon conversion
      of any portion of this Mirror Note to the nearest whole Membership Unit if
      Holder is rounding up to the nearest whole number of shares under Section 6.03
      of the Indenture); provided that if a One-for-One Event has occurred, Obligor
      shall deliver to Holder cash in the amount determined by multiplying the fair
      market value of a Membership Unit by the fraction and rounding the result to
      the
      nearest whole cent.

    


    Section
      6.04. Adjustment of Conversion Rate.

    


          (a)
      The Mirror Conversion Rate shall be automatically adjusted upon each adjustment
      of the Conversion Rate under the Indenture, by applying the applicable formula
      for adjustment of the Conversion Rate to the Mirror Conversion Rate, so as
      to
      increase or decrease the Mirror Conversion Rate by a number of Membership Units
      equal to the number of shares of Common Stock by which the Conversion Rate
      is
      increased or decreased under the Indenture.

    


          (b)
      Notwithstanding any other provision of this Section 6, if (i) any of Clause
      (b)
      of Article Third and Clauses (a)(ii) and (b)(iii) of Article Fourth of CCI's
      Restated Certificate of Incorporation as in effect on the date hereof or
      Sections 3.5.4, 3.6.1, 3.6.4(b), 3.6.4(c), and 5.1.7 of the Amended and Restated
      Limited Liability Company Agreement of Obligor as in effect on the date hereof
      has been amended so as to substantively modify the provisions thereof, or (ii)
      CCI or Obligor is not in substantial compliance with the provisions described
      in
      clause (i) (each of the events described in clauses (i) and (ii) above, a
      "One-for-One Event"), the Mirror Conversion Rate shall
      not


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    be
      adjusted pursuant to the Indenture and instead shall be adjusted upon the
      occurrence of certain events affecting Holder's economic interest in Obligor
      receivable upon conversion of the Mirror Note, including but not limited to
      subdivisions or combinations of, or distributions of securities on the
      Membership Units, to the extent necessary to reflect the economic interest
      Holder would have had in Obligor if this Mirror Note had been converted prior
      to
      the occurrence of a One-for-One Event. In the event a One-for-One Event occurs,
      the Mirror Conversion Rate shall be reasonably adjusted such that upon
conversion
      of this Mirror Note, or a portion hereof, Holder shall be entitled to receive
      the kind and amount of securities (or any successor securities) that Holder
      would have owned if it had converted this Mirror Note, or such portion hereof,
      immediately prior to the One-for-One Event and had retained the securities
      received in such hypothetical conversion until after the event or events
      requiring any adjustment to the Mirror Conversion Rate.

    


    Section
      6.05. Obligor to Reserve Membership Units.

    


          Obligor
      shall at all times reserve and keep available, free from preemptive rights,
      out
      of its authorized but unissued Membership Units, for the purpose of effecting
      the conversion of all or any portion of the principal amount outstanding under
      this Mirror Note, the full number of Membership Units issuable upon the
      conversion of the entire principal amount outstanding from time to time under
      this Mirror Note based upon the then effective Mirror Conversion
      Rate.

    


    Section
      6.06. Taxes on Conversions.

    


          Obligor
      will pay any and all taxes and duties that may be payable in respect of the
      issue or delivery of Membership Units on conversion of all or any portion of
      this Mirror Note pursuant hereto.

    


    Section
      6.07. Representation Regarding Membership Units.

    


          Obligor
      represents that all Membership Units which may be delivered upon conversion
      of
      all or any portion of this Mirror Note, upon such delivery, will have been
      duly
      authorized and validly issued and will be fully paid and
      nonassessable.

    


    ARTICLE
      7

    


    REPURCHASE
      OF AMOUNTS OUTSTANDING UNDER THIS MIRROR NOTE

    


    Section
      7.01. Mandatory Repurchase.

    


          Upon
      a repurchase of any CCI Notes by CCI (but not by a third party pursuant to
      Section 11.02(f) pursuant to Article 11 of the Indenture), Obligor shall
      repurchase a portion of the  Principal Amount of this Mirror Note
      equal to 100% of the aggregate principal amount of the CCI Notes so repurchased
      at a price equal to the CCI Repurchase Price, plus interest accrued on this
      Mirror Note to but excluding the Mirror Repurchase Date (the "Mirror
      Repurchase Price"); provided, however, that installments of interest
      on


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      portion of this Mirror Note whose Stated Maturity is on or prior to the CCI
      Repurchase Date shall be payable to Holder according to the terms of this Mirror
      Note. Whenever there is a reference, in any context, to the principal of this
      Mirror Note as of any time, such reference shall be deemed to include reference
      to the Mirror Repurchase Price payable in respect of amounts outstanding under
      this Mirror Note to the extent that such Mirror Repurchase Price is, was or
      would be so payable at such time, and express mention of the Repurchase Price
      in
      any provision of this Mirror Note shall not be construed as excluding the Mirror
      Repurchase Price in those provisions of this Mirror Note when such express
      mention is not made.

    


    Section
      7.02. Mechanics of Repurchase.

    


          (1)
      On each Mirror Repurchase Date, Obligor shall pay or cause to be paid to Holder
      the Mirror Repurchase Price of the portion of this Mirror Note to be repurchased
      in cash, or, if Membership Units are to be issued as provided above, such units
      shall be issued as promptly after the CCI Repurchase Date as practicable;
      provided, however, that installments of interest that mature on or prior to
      the
      CCI Repurchase Date shall be payable in cash to Holder.

    


          (2)
      If any portion of this Mirror Note to be repurchased pursuant to this Article
      7
      shall not be paid on the CCI Repurchase Date, such principal amount shall,
      until
      paid, bear interest to the extent permitted by applicable law from the CCI
      Repurchase Date at the rate specified in Section 2.02 hereof and such unpaid
      portion shall remain convertible into Membership Units until such portion shall
      have been paid or duly provided for.

    


          (3)
      Any issuance of Membership Units in respect of the Mirror Repurchase Price
      shall
      be deemed to have been effected immediately prior to the close of business
      on
      the CCI Repurchase Date and Holder shall be deemed to have become on the CCI
      Repurchase Date the holder of record of such Membership Units.

    


          (4)
      For purposes of this Section 7, the current market price of a share of Common
      Stock is the Closing Price Per Share of the Common Stock on the Trading Day
      immediately preceding the CCI Repurchase Date.

    


          The
      provisions of this Article 7 above that require the Obligor to repurchase all
      or
      a portion of this Mirror Note shall be applicable regardless of whether or
      not
      any other provisions in this Mirror Note are applicable.

    


    ARTICLE
      8

    


    MISCELLANEOUS

    


    Section
      8.01. Notices.

    


          Any
      notice or communication by Obligor or Holder to the other is duly given if
      in
      writing and delivered in Person to the other's address:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


          If
      to Obligor or Holder:

    


          c/o
      Charter Communications, Inc.

          12405
      Powerscourt Drive

          St.
      Louis, Missouri 63131

          Facsimile:
      (314) 965-8793

          Attention:
      Corporate Secretary

    


          Obligor
      or Holder, by notice to the other, may designate additional or different
      addresses for subsequent notices or communications. All notices and
      communications shall be deemed to have been duly given at the time delivered
      by
      hand.

    


    Section
      8.02. No Personal Liability of Directors, Officers, Employees, Members and
      Equity Holders.

    


          No
      director, officer, employee, incorporator, member or equity holder of Obligor,
      as such, shall have any liability for any obligations of Obligor under this
      Mirror Note or for any claim based on, in respect of, or by reason of, such
      obligations or their creation.  Holder by accepting this Mirror Note
      waives and releases all such liability. This waiver and release are part of
      the
      consideration for issuance of this Mirror Note.

    


    Section
      8.03. Governing Law.

    


          THE
      INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
      THIS
      MIRROR NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
      LAW
      TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
      BE
      REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
      JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS MIRROR NOTE.

    


    Section
      8.04. No Adverse Interpretation of Other Agreements.

    


          This
      Mirror Note may not be used to interpret any other indenture, loan or debt
      agreement of Holder, Obligor or its Subsidiaries or of any other Person. Any
      such indenture, loan or debt agreement may not be used to interpret this Mirror
      Note.

    


    Section
      8.05. Successors and Assigns.

    


          All
      agreements of Obligor in this Mirror Note shall bind its successors and assigns
      and inure to the benefit of Holder.

    


    Section
      8.06. Severability.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


          In
      case any provision in this Mirror Note shall be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

    


    Section
      8.07. Headings, Sections, etc.

    


          The
      Headings of the Articles and Sections of this Mirror Note have been inserted
      for
      convenience of reference only, are not to be considered a part of this Mirror
      Note and shall in no way modify or restrict any of the terms or
      provisions.

    


    


    


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      of page intentionally left blank.]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Mirror Note to be duly executed
      as of the day and year first above written.

    


    


     CHARTER
      COMMUNICATIONS HOLDING COMPANY,
      LLC

     

    By:
      Charter Communications, Inc., as manager

    


    By:  ___/s/
      Thomas M. Degnan________

                                              
Name:
      Thomas M.
      Degnan

                                              
Title:
      Vice President – Finance
      and Corporate Treasurer