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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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                                                                  Exhibit 1.1
    

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                    $600,000,000 8.250% Senior Notes due 2007
                   $1,500,000,000 8.625% Senior Notes due 2009
              $1,475,000,000 9.920% Senior Discount Notes due 2011

                                   ----------

                               Purchase Agreement

                                                              March 12, 1999

Goldman, Sachs & Co.
Chase Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Bear, Stearns & Co. Inc.
NationsBanc Montgomery Securities LLC
Salomon Smith Barney Inc.
Credit Lyonnais Securities (USA), Inc.
First Union Capital Markets Corp.
Prudential Securities Incorporated
TD Securities (USA) Inc.
CIBC Oppenheimer Corp.
Nesbitt Burns Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York  10004

Ladies and Gentlemen:

            Charter Communications Holdings, LLC, a Delaware limited liability
company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), propose, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers named in Schedule I hereto (the
"Purchasers") (i) an aggregate of $600,000,000 principal amount of 8.250% Senior
Notes due 2007 (the "Eight-Year Senior Notes"), (ii) an aggregate of
$1,500,000,000
 principal amount of 8.625% Senior Notes due 2009 (the "Ten-Year
Senior Notes" and, together with the Eight-Year Senior Notes, the "Senior
Notes") and (iii) an aggregate of $1,475,000,000 principal amount at maturity
(approximately $905,561,500 gross proceeds) of 9.920% Senior Discount Notes due
2011 (the "Senior Discount Notes" and, together with the Senior Notes, the
"Notes"). The Eight-Year Senior Notes will be unconditionally guaranteed (the
"Eight-Year Senior Note Guarantees" and, together with the Eight-Year Senior
Notes, the "Eight-Year Senior Securities"), the Ten-Year Senior Notes will be
unconditionally guaranteed (the "Ten-Year Senior Note Guarantees" and, together
with the Ten-Year Senior Notes, the "Ten-Year Senior Securities"), and the
Senior Discount Notes will be unconditionally guaranteed (the "Senior Discount
Guarantees" and, together with the Senior Discount Notes, the "Senior Discount
Securities"), each as to payment of principal, premium (if any) and interest on
a senior unsecured basis by Marcus Cable Holdings, LLC, a Delaware limited
liability company (the "Guarantor"). For the purposes of this agreement, the
term