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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                                                                     Exhibit 1.1

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
              CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                   $675,000,000 10.00% SENIOR NOTES DUE 2009
                   $325,000,000 10.25% SENIOR NOTES DUE 2010
               $532,000,000 11.75% SENIOR DISCOUNT NOTES DUE 2010

                               PURCHASE AGREEMENT

                                                                 January 6, 2000

Goldman, Sachs & Co.

                                                           Chase Securities Inc.

Credit Suisse First Boston Corporation
FleetBoston Robertson Stephens Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
TD Securities (USA) Inc.
First Union Securities, Inc.
PNC Capital Markets, Inc.
SunTrust Equitable Securities Corporation
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 $675,000,000 principal amount of 10.00%
Senior Notes due 2009 (the "Nine-Year Senior Notes"), (ii) an aggregate of
$325,000,000 principal amount of 10.25% Senior Notes due
 2010 (the "Ten-Year
Senior Notes" and, together with the Nine-Year Senior Notes, the "Senior
Notes") and (iii) an aggregate of $532,000,000 principal amount at maturity
($300,303,360 gross proceeds) of 11.75% Senior Discount Notes due 2010


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(the "Senior Discount Notes" and, together with the Senior Notes, the
"Securities").


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               1.     The Issuers represent and warrant to, and agree with,
each of the Purchasers that:

               (a)    A preliminary offering circular, dated December 27, 1999
        (the "Preliminary Offering Circular") and an offering circular, dated
        January 6, 2000 (the "Offering Circular"), in each case including the
        international supplement thereto, have been prepared in connection with
        the offering of the Securities. The Preliminary Offering Circular or
        the Offering Circular and any amendments or supplements thereto did not
        and will not, as of their respective dates, contain an untrue statement
        of a material fact or omit to state a material fact necessary in order
        to make the statements therein, in the light of the circumstances under
        which they were made, not misleading; provided, however, that this
        representation and warranty shall not apply to any statements or
        omissions made in reliance upon and in conformity with information
        furnished in writing to the Issuers by a Purchaser through Goldman,
        Sachs & Co. expressly for use therein;

               (b)    None of the Issuers or any of their subsidiaries has
        sustained since the date of the latest audited financial statements
        included in the Offering Circular any material loss or interference
        with its business from fire, explosion, flood or other calamity,
        whether or not covered by insurance, or from any court or governmental
        action, order or decree, otherwise than as set forth or contemplated in
        the Offering Circular; and, since the respective dates as of which
        information is given in the Offering Circular, there has not been any
        change in the capital stock or limited liability company interests or
        long-term debt of the Issuers or any of their subsidiaries or any
        material adverse change, or any development involving a prospective
        material adverse change, in or affecting the general affairs,
        management, financial position, members' or stockholders' equity, or
        results of operations of the Issuers and their subsidiaries, otherwise
        than as set forth or contemplated in the Offering Circular;

               (c)    Each of the Issuers and their subsidiaries has good and
        marketable title in fee simple to all real property and good and valid
        title to all personal property owned by it reflected as owned in the
        financial statements or elsewhere in the Offering Circular, in each
        case free and clear of all liens, encumbrances and defects except such
        as are described in the Offering Circular or such as do not materially
        affect the value of such property and do not interfere with the use
        made and proposed to be made of such property by the Issuers and their
        subsidiaries; and any real property and buildings held under lease by
        the Issuers and their subsidiaries are held by them under valid,
        subsisting and enforceable leases with such exceptions as are not
        material and do not interfere with the use made and proposed to be made
        of such property and buildings by the Issuers and their subsidiaries;

               (d)    The Company has been duly formed and is validly existing
        as a limited liability company in good standing under the laws of the
        State of Delaware, and Charter


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        Capital has been duly incorporated and is validly existing as a
        corporation in good standing under the laws of the State of Delaware;
        each of the Issuers has power and authority to own its properties and
        conduct its business as described in the Offering Circular and to
        execute, deliver and perform its obligations under this Agreement, and
        has been duly qualified as a foreign corporation or limited liability
        company, as the case may be, for the transaction of business and is in
        good standing under the laws of each other jurisdiction in which it
        owns or leases properties or conducts any business so as to require
        such qualification, and is not subject to liability or disability by
        reason of the failure to be so qualified in any such jurisdiction,
        except such as would not, individually or in the aggregate, have a
        material adverse effect on the current or future financial position,
        members' or stockholders' equity or results of operations of the
        Issuers and their subsidiaries taken as a whole (a "Material Adverse
        Effect"); each "significant subsidiary" (as such term is defined in
        Rule 1-02 of Regulation S-X) of the Company (each a "Significant
        Subsidiary") has been duly incorporated or formed, as the case may be,
        and is validly existing as a corporation or limited liability company,
        as the case may be, in good standing under the laws of its jurisdiction
        of incorporation or formation; and Charter Capital has no subsidiaries;

               (e)    All of the outstanding ownership interests of the Issuers
        have been duly and validly authorized and issued and are fully paid and
        non-assessable; and all of the outstanding capital stock or limited
        liability company interests, as the case may be, of Charter Capital and
        each Significant Subsidiary of the Company have been duly and validly
        authorized and issued, are fully paid and non-assessable and (except as
        otherwise set forth in the Offering Circular) are owned directly or
        indirectly by the Company, free and clear of all liens, encumbrances,
        equities or claims;

               (f)    The Nine-Year Senior Notes have been duly authorized and,
        when executed by the Issuers and authenticated by the Trustee (as
        defined) in accordance with the provisions of the Nine-Year Senior Note
        Indenture (as defined) and when delivered to, and paid for, by the
        Purchasers in accordance with the terms of this Agreement, will have
        been duly executed, authenticated, issued and delivered and will
        constitute valid and legally binding obligations of the Issuers
        entitled to the benefits provided by the indenture to be dated as of
        January 12, 2000 (the "Nine-Year Senior Note Indenture") between the
        Issuers and Harris Trust and Savings Bank, as trustee (the "Trustee"),
        under which they are to be issued and enforceable against the Issuers
        in accordance with their terms, subject, as to enforcement, to
        bankruptcy, insolvency, reorganization and other laws of general
        applicability relating to or affecting creditors' rights and to general
        equity principles;

               (g)    The Ten-Year Senior Notes have been duly authorized and,
        when executed by the Issuers and authenticated by the Trustee in
        accordance with the provisions of the Ten-Year Senior Note Indenture
        (as defined) and when delivered to, and paid for, by the


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        Purchasers in accordance with the terms of this Agreement, will have
        been duly executed, authenticated, issued and delivered and will
        constitute valid and legally binding obligations of the Issuers
        entitled to the benefits provided by the indenture to be dated as of
        January 12, 2000 (the "Ten-Year Senior Note Indenture" and, together
        with the Nine-Year Senior Note Indenture, the "Senior Note Indentures")
        between the Issuers and the Trustee, under which they are to be issued
        and enforceable against the Issuers in accordance with their terms,
        subject, as to enforcement, to bankruptcy, insolvency, reorganization
        and other laws of general applicability relating to or affecting
        creditors' rights and to general equity principles;

               (h)    The Senior Discount Notes have been duly authorized and,
        when executed by the Issuers and authenticated by the Trustee in
        accordance with the provisions of the Senior Discount Note Indenture
        (as defined) and when delivered to, and paid for, by the Purchasers in
        accordance with the terms of this Agreement, will have been duly
        executed, authenticated, issued and delivered and will constitute valid
        and legally binding obligations of the Issuers entitled to the benefits
        provided by the indenture to be dated as of January 12, 2000 (the
        "Senior Discount Note Indenture" and, together with the Senior Note
        Indentures, the "Indentures") between the Issuers and the Trustee,
        under which they are to be issued and enforceable against the Issuers
        in accordance with their terms, subject, as to enforcement, to
        bankruptcy, insolvency, reorganization and other laws of general
        applicability relating to or affecting creditors' rights and to general
        equity principles; and the Securities will conform to the descriptions
        thereof in the Offering Circular and will be in substantially the form
        previously delivered to you;

               (i)   The Indentures have been duly authorized and, when
        executed and delivered by the Issuers (and assuming the due execution
        and delivery thereof by the Trustee), the Indentures will constitute
        valid and legally binding instruments, enforceable against the Issuers
        in accordance with their terms, subject, as to enforcement, to
        bankruptcy, insolvency, reorganization and other laws of general
        applicability relating to or affecting creditors' rights and to general
        equity principles; the Indentures meet the requirements for
        qualification under the United States Trust Indenture Act of 1939, as
        amended (the "Trust Indenture Act"); and the Indentures will conform in
        all material respects to the descriptions thereof in the Offering
        Circular;

               (j)    The exchange and registration rights agreements to be
        entered into between the Issuers and the Purchasers relating to the
        Securities, substantially in the form of Exhibits A, B and C hereto
        (the "Registration Rights Agreements"), have been duly authorized by
        the Issuers, and when executed and delivered by the Issuers (assuming
        the due execution and delivery thereof by the Purchasers), will
        constitute valid and legally binding instruments, enforceable against
        the Issuers in accordance with their terms, except that (A) the
        enforcement thereof may be subject to (i) bankruptcy, insolvency,


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        reorganization and other laws of general applicability relating to
        creditors' rights and (ii) general principles of equity, and (B) any
        rights to indemnity or contribution thereunder may be limited by
        federal and state securities laws and public policy considerations; and
        the Registration Rights Agreements will conform in all material
        respects to the descriptions thereof in the Offering Circular;

               (k)    The Exchange Notes (as defined in each of the
        Registration Rights Agreements) have been duly authorized by the
        Issuers and, when executed, authenticated, issued and delivered in
        accordance with the Indentures and the Registration Rights Agreements
        (assuming the due authorization, execution and delivery of the
        Indentures by the Trustee), will constitute valid and legally binding
        instruments, entitled to the benefits provided by the Indentures under
        which they are to be issued, and enforceable against the Issuers in
        accordance with their terms, subject, as to enforcement, to bankruptcy,
        insolvency, reorganization and other laws of general applicability
        relating to or affecting creditors' rights and to general equity
        principles; and the Exchange Notes will conform in all material
        respects to the descriptions thereof in the Offering Circular;

               (l)    None of the transactions contemplated by this Agreement
        (including, without limitation, the use of the proceeds from the sale
        of the Securities) will violate or result in a violation of Section 7
        of the Securities Exchange Act of 1934 (the "Exchange Act"), or any
        regulation promulgated thereunder, including, without limitation,
        Regulations T, U, and X of the Board of Governors of the Federal
        Reserve System;

               (m)    Prior to the date hereof, none of the Issuers or any of
        their affiliates has taken any action which is designed to or which has
        constituted or which might have been expected to cause or result in
        stabilization or manipulation of the price of any security of the
        Issuers in connection with the offering of the Securities;

               (n)    The issue and sale of the Securities and the compliance
        by the Issuers with all of the provisions of the Securities, the
        Indentures, the Registration Rights Agreements and this Agreement and
        the consummation of the transactions herein and therein contemplated
        will not conflict with or result in a breach or violation of any of the
        terms or provisions of, or constitute a default under, any indenture,
        mortgage, deed of trust, loan agreement, lease, license, franchise
        agreement, permit or other agreement or instrument to which the Issuers
        or any of their subsidiaries is a party or by which the Issuers or any
        of their subsidiaries is bound or to which any of the property or
        assets of the Issuers or any of their subsidiaries is subject, nor will
        such action result in any violation of any statute or any order, rule
        or regulation of any court or governmental agency or body having
        jurisdiction over the Issuers, any of the Issuers' subsidiaries or any
        of their properties, including, without limitation, the Communications
        Act of 1934, as amended, the Cable Communications Policy Act of 1984,
        as amended, the Cable Television Consumer Protection and Competition
        Act of 1992, as amended, and the Telecommunications Act


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        of 1996 (collectively, the "Cable Acts") or any order, rule or
        regulation of the Federal Communications Commission (the "FCC"), except
        where such conflicts, breaches, violations or defaults would not,
        individually and in the aggregate, have a Material Adverse Effect and
        would not have the effect of preventing the Issuers from performing any
        of their respective obligations under this Agreement; nor will such
        action result in any violation of the certificate of formation or
        limited liability company agreement of the Company or the certificate
        of incorporation or bylaws of Charter Capital; and no consent,
        approval, authorization, order, registration or qualification of or
        with any such court or governmental agency or body is required,
        including, without limitation, under the Cable Acts or any order, rule
        or regulation of the FCC, for the issue and sale of the Securities or
        the consummation by the Issuers of the transactions contemplated by
        this Agreement, the Indentures or the Registration Rights Agreements,
        except such consents, approvals, authorizations, registrations or
        qualifications as have been made or except as may be required under
        state or foreign securities or Blue Sky laws in connection with the
        purchase and distribution of the Securities by the Purchasers and
        except such as will be made in the case of the Registration Rights
        Agreements or such as may be required by the National Association of
        Securities Dealers, Inc. ("NASD");

               (o)    None of the Issuers or any of their subsidiaries is (i)
        in violation of its certificate of incorporation, bylaws, certificate
        of formation, limited liability company agreement or other
        organizational document, as the case may be, (ii) in default in the
        performance or observance of any obligation, agreement, covenant or
        condition contained in any indenture, mortgage, deed of trust, loan
        agreement, lease, license, permit or other agreement or instrument to
        which it is a party or by which it or any of its properties may be
        bound or (iii) in violation of the terms of any franchise agreement, or
        any law, statute, rule or regulation or any judgment, decree or order,
        in any such case, of any court or governmental or regulatory agency or
        other body having jurisdiction over the Issuers, any of the Issuers'
        subsidiaries or any of their properties or assets, including, without
        limitation, the Cable Acts or any order, rule or regulation of the FCC,
        except, in the case of clauses (ii) and (iii), such as would not,
        individually and in the aggregate, have a Material Adverse Effect;

               (p)    The statements set forth in the Offering Circular under
        the captions "Description of Notes," insofar as they purport to
        constitute a summary of the terms of the Securities, under the captions
        "Risk Factors," "Business," "Regulation and Legislation," "Management,"
        "Certain Relationships and Related Transactions" and "Certain United
        States Federal Tax Considerations," insofar as they purport to describe
        the provisions of the laws, documents and arrangements referred to
        therein, are accurate in all material respects;

               (q)    Other than as set forth in the Offering Circular, there
        are no legal or governmental proceedings (including, without
        limitation, by the FCC or any franchising


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        authority) pending to which the Issuers or any of their subsidiaries is
        a party or of which any property of the Issuers or any of their
        subsidiaries is the subject which, if determined adversely to the
        Issuers or any of their subsidiaries, would, individually or in the
        aggregate, have a Material Adverse Effect; and, to the best knowledge
        of the Issuers and except as disclosed in the Offering Circular, no
        such proceedings are threatened or contemplated by governmental
        authorities or threatened by others;

               (r)    Each of the Issuers and their subsidiaries carries
        insurance (including self-insurance) in such amounts and covering such
        risks as in the reasonable determination of the Issuers is adequate for
        the conduct of its business and the value of its properties;

               (s)    Except as set forth in the Offering Circular, there is no
        strike, labor dispute, slowdown or work stoppage with the employees of
        any of the Issuers or their subsidiaries which is pending or, to the
        best knowledge of the Issuers, threatened which would, individually or
        in the aggregate, have a Material Adverse Effect;

               (t)    When the Securities are issued and delivered pursuant to
        this Agreement, the Securities will not be of the same class (within
        the meaning of Rule 144A under the United States Securities Act of
        1933, as amended, (the "Act") as securities which are listed on a
        national securities exchange registered under section 6 of the Exchange
        Act or quoted in a U.S. automated inter-dealer quotation system.

               (u)    The Issuers are subject to Section 15(d) of the Exchange
        Act;

               (v)    Neither Issuer is, or after giving effect to the offering
        and sale of the Securities will be, an "investment company" or any
        entity "controlled" by an "investment company" as such terms are
        defined in the U.S. Investment Company Act of 1940, as amended (the
        "Investment Company Act");

               (w)    None of the Issuers or any of their subsidiaries, or any
        person acting on their behalf (other than the Purchasers, as to whom
        the Issuers and their subsidiaries make no representation) has offered
        or sold the Securities by means of any general solicitation or general
        advertising within the meaning of Rule 502(c) under the Act or, with
        respect to Securities sold outside the United States to non-U.S.
        persons (as defined in Rule 902 under the Act), by means of any
        directed selling efforts within the meaning of Rule 902 under the Act
        and the Issuers, any affiliate of the Issuers and any person acting on
        their behalf (other than the Purchasers, as to whom the Issuers and
        their affiliates make no representation) has complied with and will
        implement the "offering restriction" within the meaning of such Rule
        902;

               (x)    Within the preceding six months, none of the Issuers or
        any other person acting on behalf of the Issuers has offered or sold to
        any person any Securities, or any


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        securities of the same or a similar class as the Securities, other than
        Securities offered or sold to the Purchasers hereunder. The Issuers
        will take reasonable precautions designed to insure that any offer or
        sale, direct or indirect, in the United States or to any U.S. person
        (as defined in Rule 902 under the Act) of any Securities or any
        substantially similar security issued by the Issuers, within six months
        subsequent to the date on which the distribution of the Securities has
        been completed (as notified to the Issuers by Goldman, Sachs & Co.), is
        made under restrictions and other circumstances reasonably designed not
        to affect the status of the offer and sale of the Securities in the
        United States and to U.S. persons contemplated by this Agreement as
        transactions exempt from the registration provisions of the Act;

               (y)    The audited consolidated financial statements (including
        the notes thereto) included in the Offering Circular present fairly in
        all material respects the respective consolidated financial positions,
        results of operations and cash flows of the entities to which they
        relate at the dates and for the periods to which they relate and have
        been prepared in accordance with U.S. generally accepted accounting
        principles ("GAAP") applied on a consistent basis. The summary and
        selected financial data in the Offering Circular present fairly in all
        material respects the information shown therein and have been prepared
        and compiled on a basis consistent with the audited financial
        statements included therein;

               (z) The pro forma financial statements (including the notes
        thereto) and the other pro forma financial information included in the
        Offering Circular (i) comply as to form in all material respects with
        the applicable requirements of Regulation S-X for Form S-1 promulgated
        under the Exchange Act, and (ii) have been properly computed on the
        bases described therein; the assumptions used in the preparation of the
        pro forma financial data and other pro forma financial information
        included in the Offering Circular are reasonable and the adjustments
        used therein are appropriate to give effect to the transactions or
        circumstances referred to therein;

               (aa) Each of the following firms are independent public
        accountants as required by the Act and the rules and regulations of the
        Commission thereunder, based upon representations by such firms to us:
        (i) Arthur Andersen LLP, who have certified certain financial
        statements of the Company, CCA Group, CharterComm Holdings, L.P., Long
        Beach Acquisition Corp., Sonic Communications Cable Television Systems
        and Greater Media Cablevision Systems; (ii) KPMG LLP, who have
        certified certain financial statements of Marcus Cable Company, L.L.C.,
        Helicon Partners I L.P. and affiliates, TCI Falcon Systems and Bresnan
        Communications Group Systems; (iii) Ernst & Young LLP, who have
        certified certain financial statements of Renaissance Media Group LLC,
        the combined statements of the Picayune MS, Lafourche LA, St. Tammany
        LA, St. Landry LA, Point Coupee LA and Jackson TN cable television
        systems, R/N South Florida


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        Management Limited Partnership, Indiana Cable Associates, Ltd., Falcon
        Communications, L.P. and Fanch Cable Systems (comprised of components
        of TWFanch-one Co. And TWFanch-two Co.); and (iv)
        PriceWaterhouseCoopers, who have certified certain financial statements
        of InterMedia Cable Systems, Rifkin Acquisition Partners L.L.L.P.,
        Rifkin Cable Income Partners LP, Avalon Cable LLC, Avalon Cable of
        Michigan Holdings, Cable Michigan, Inc., Amrac Clear View, a Limited
        Partnership, Pegasus Cable Television of Connecticut, Inc. and the
        Massachusetts operations of Pegasus Cable Television, Inc;

               (ab) The Issuers have reviewed their operations and those of
        their subsidiaries to evaluate the extent to which the business or
        operations of the Issuers or any of their subsidiaries will be affected
        by the Year 2000 Problem. As a result of such review, except as
        disclosed in the Offering Circular the Issuers have no reason to
        believe that the Year 2000 Problem will have a Material Adverse Effect
        or result in any material loss or interference with the business or
        operations of the Issuers or their subsidiaries. The "Year 2000
        Problem" as used herein means any significant risk that computer
        hardware or software used in the receipt, transmission, processing,
        manipulation, storage, retrieval, retransmission or other utilization
        of data or in the operation of mechanical or electrical systems of any
        kind will not, in the case of dates or time periods occurring after
        December 31, 1999, function at least as effectively as in the case of
        dates or time periods occurring prior to January 1, 2000;

               (ac) The Issuers and their subsidiaries own or possess, or can
        acquire on reasonable terms, adequate licenses, trademarks, service
        marks, trade names and copyrights (collectively, "Intellectual
        Property") necessary to conduct the business now or proposed to be
        operated by each of them as described in the Offering Circular, except
        where the failure to own, possess or have the ability to acquire any
        Intellectual Property would not, individually and in the aggregate,
        have a Material Adverse Effect; and none of the Issuers or any of their
        subsidiaries has received any notice of infringement of or conflict
        with (and none actually knows of any such infringement of or conflict
        with) asserted rights of others with respect to any Intellectual
        Property which, if any such assertion of infringement or conflict were
        sustained would, individually or in the aggregate, have a Material
        Adverse Effect;

               (ad) Except as described in the Offering Circular, the Issuers
        and their subsidiaries have obtained all consents, approvals, orders,
        certificates, licenses, permits, franchises and other authorizations of
        and from, and have made all declarations and filings with, all
        governmental and regulatory authorities (including, without limitation,
        the FCC), all self-regulatory organizations and all courts and other
        tribunals legally necessary to own, lease, license and use their
        respective properties and assets and to conduct their respective
        businesses in the manner described in the Offering Circular, except to
        the extent that the failure to so obtain or file would not,
        individually or in the aggregate, have a Material


<PAGE>   11

        Adverse Effect;

               (ae) The Issuers and their subsidiaries have filed all necessary
        federal, state and foreign income and franchise tax returns required to
        be filed as of the date hereof, except where the failure to so file
        such returns would not, individually and in the aggregate, have a
        Material Adverse Effect, and have paid all taxes shown as due thereon;
        and there is no tax deficiency that has been asserted against the
        Issuers or any of their subsidiaries that could reasonably be expected
        to result, individually or in the aggregate, in a Material Adverse
        Effect;

               (af) The Issuers and their subsidiaries maintain a system of
        internal accounting controls sufficient to provide reasonable
        assurances that (i) transactions are executed in accordance with
        management's general or specific authorization; (ii) transactions are
        recorded as necessary to permit preparation of financial statements in
        conformity with generally accepted accounting principles and to
        maintain accountability for assets; (iii) access to assets is permitted
        only in accordance with management's general or specific authorization;
        and (iv) the recorded accountability for assets is compared with the
        existing assets at reasonable intervals and appropriate action is taken
        with respect to any differences;

               (ag) Each of the franchises held by the Issuers and their
        subsidiaries that are material to the Issuers and their subsidiaries,
        taken as a whole, is in full force and effect, with no material
        restrictions or qualifications; and to the best knowledge of the
        Issuers, no event has occurred which permits, or with notice or lapse
        of time or both would permit, the revocation or non-renewal of any such
        franchises, assuming the filing of timely renewal applications and the
        timely payment of all applicable filing and regulatory fees to the
        applicable franchising authority, or which might result, individually
        or in the aggregate, in any other material impairment of the rights of
        the Issuers and their subsidiaries in the franchises. Except as
        described in the Offering Circular, the Issuers have no reason to
        believe that any franchise that is required for the operation of the
        Issuers and their subsidiaries will not be renewed in the ordinary
        course;

               (ah) The Issuers and their subsidiaries (i) are in compliance
        with any and all applicable foreign, federal, state and local laws and
        regulations relating to the protection of human health and safety, the
        environment or hazardous or toxic substances or wastes, pollutants or
        contaminants ("Environmental Laws"), (ii) have received all permits,
        licenses or other approvals required of them under applicable
        Environmental Laws to conduct their respective businesses and (iii) are
        in compliance with all terms and conditions of any such permit, license
        or approval, except where such noncompliance with Environmental Laws,
        failure to receive required permits, licenses or other approvals or
        failure to comply with the terms and conditions of such permits,
        licenses or approvals would not, individually and in the aggregate,
        have a Material Adverse Effect;


<PAGE>   12

               (ai) The Avalon Transfer, the Falcon Transfer and the Fanch
        Transfer (each as defined in the Offering Circular) have occurred; and

               (aj) To the best knowledge of the Issuers, the representations
        and warranties with respect to the matters covered in paragraphs (b),
        (o) (other than clause (i) thereof), (q), (r), (s), (ab), (ac), (ad),
        (ag) and (ah) of this Section 1 are true and correct with respect to
        each of the cable systems or the companies owning the cable systems, as
        the case may be, being acquired in the pending acquisitions described in
        "Business--Acquisitions" in the Offering Circular (each such cable
        system or company being deemed to be a subsidiary of the Company for
        purposes of such representations and warranties).

               2.     (a) Subject to the terms and conditions herein set forth,
the Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers, at
a purchase price of 98% of the principal amount thereof, plus accrued interest,
if any, from January 12, 2000 to the Time of Delivery hereunder, the principal
amount of Nine-Year Senior Notes set forth opposite the name of such Purchaser
in Schedule I hereto.

               (b)    Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers, at
a purchase price of 98% of the principal amount thereof, plus accrued interest,
if any, from January 12, 2000 to the Time of Delivery hereunder, the principal
amount of Ten-Year Senior Notes set forth opposite the name of such Purchaser
in Schedule I hereto.

               (c)    Subject to the terms and conditions herein set forth, the
Issuers agree to issue and sell to each of the Purchasers, and each of the
Purchasers agrees, severally and not jointly, to purchase from the Issuers, at
a purchase price of 55.178% of the principal amount at maturity thereof, plus
accretion, if any, from January 12, 2000 to the Time of Delivery hereunder, the
principal amount at maturity of Senior Discount Notes set forth opposite the
name of such Purchaser in Schedule I hereto.

               3.     Upon the authorization by you of the release of the
Securities, the several Purchasers propose to offer the Securities for sale
upon the terms and conditions set forth in this Agreement and the Offering
Circular and each Purchaser hereby represents and warrants to, and agrees with
the Issuers that:

               (a)    It will offer and sell the Securities only: (i) to
        persons who it reasonably believes are "qualified institutional buyers"
        ("QIBs") within the meaning of Rule 144A under the Act in transactions
        meeting the requirements of Rule 144A or (ii) upon the


<PAGE>   13

        terms and conditions set forth in Annex I to this Agreement;

               (b)    It is a QIB; and

               (c)    It has not offered and will not offer or sell the
               Securities by any form of general solicitation or general
               advertising, including but not limited to the methods described
               in Rule 502(c) under the Act.

               4.    (a) The Securities to be purchased by each Purchaser
hereunder will be represented by definitive global Securities in book-entry
form which will be deposited by or on behalf of the Issuers with The Depository
Trust Company ("DTC") or its designated custodian. The Issuers will deliver the
Securities to Goldman, Sachs & Co., for the account of each Purchaser, against
payment by or on behalf of such Purchaser of the purchase price therefor by
wire transfer of same day funds wired in accordance with the written
instructions of the Company, by causing DTC to credit the Securities to the
account of Goldman, Sachs & Co. at DTC. The Issuers will cause the certificates
representing the Securities to be made available to Goldman, Sachs & Co. for
checking at least twenty-four hours prior to the Time of Delivery (as defined
below) at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be 9:30 a.m.,
New York City time, on January 12, 2000 or such other time and date as Goldman,
Sachs & Co. and the Issuers may agree upon in writing. Such time and date are
herein called the "Time of Delivery."

               (b)   The documents to be delivered at the Time of Delivery by
or on behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and any additional documents requested by the
Purchasers pursuant to Section 7(j) hereof, will be delivered at such time and
date at the offices of Debevoise & Plimpton, 875 Third Avenue, New York, New
York 10022 or such other location as the parties mutually agree (the "Closing
Location"), and the Securities will be delivered at the Designated Office, all
at the Time of Delivery. A meeting will be held at the Closing Location at 3
p.m., New York City time, on the New York Business Day next preceding the Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York are generally authorized or obligated by
law or executive order to close.

               5.    Each of the Issuers agrees with each of the Purchasers:

               (a)    To prepare the Offering Circular in a form approved by
        you; to make no amendment or any supplement to the Offering Circular
        which shall be disapproved by you promptly after reasonable notice
        thereof; and to furnish you with copies thereof;

               (b)    Promptly from time to time to take such action as you may
        reasonably


<PAGE>   14

        request to qualify the Securities for offering and sale under the
        securities laws of such jurisdictions as you may request and to comply
        with such laws so as to permit the continuance of sales and dealings
        therein in such jurisdictions for as long as may be necessary to
        complete the distribution of the Securities, provided that in
        connection therewith the Issuers shall not be required to qualify as a
        foreign corporation or limited liability company, as the case may be,
        or to file a general consent to service of process in any jurisdiction;

               (c)    To furnish the Purchasers with copies of the Offering
        Circular and each amendment or supplement thereto signed by an
        authorized officer of each of the Issuers with the independent
        accountants' report(s) in the Offering Circular, and any amendment or
        supplement containing amendments to the financial statements covered by
        such report(s), signed by the accountants, and additional copies
        thereof in such quantities as you may from time to time reasonably
        request, and if, at any time prior to the expiration of nine months
        after the date of the Offering Circular, any event shall have occurred
        as a result of which the Offering Circular as then amended or
        supplemented would include an untrue statement of a material fact or
        omit to state any material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made when such Offering Circular is delivered, not misleading, or,
        if for any other reason it shall be necessary or desirable during such
        same period to amend or supplement the Offering Circular, to notify you
        and upon your request to prepare and furnish without charge to each
        Purchaser and to any dealer in securities as many copies as you may
        from time to time reasonably request of an amended Offering Circular or
        a supplement to the Offering Circular which will correct such statement
        or omission or effect such compliance;

               (d)    During the period beginning from the date hereof and
        continuing until the date six months after the Time of Delivery, not to
        offer, sell, contract to sell or otherwise dispose of, except as
        provided hereunder, any securities of the Issuers that are
        substantially similar to the Securities;

               (e)    Not to be or become, at any time prior to the expiration
        of two years after the Time of Delivery, an open-end investment
        company, unit investment trust, closed-end investment company or
        face-amount certificate company that is or is required to be registered
        under Section 8 of the Investment Company Act;

               (f)    At any time when any Issuer is not subject to Section 13
        or 15(d) of the Exchange Act, for the benefit of holders from time to
        time of Securities, to furnish at its expense, upon request, to holders
        of Securities and prospective purchasers of securities information (the
        "Additional Issuer Information") satisfying the requirements of
        subsection (d)(4)(i) of Rule 144A under the Act;


<PAGE>   15

               (g)    To use its best efforts to cause the Securities to be
        eligible for the PORTAL trading system of the NASD;

               (h)    To furnish to the holders of the Securities as soon as
        practicable after the end of each fiscal year an annual report
        (including a balance sheet and statements of income, members' or
        stockholders' equity and cash flows of the Issuers and their
        consolidated subsidiaries certified by independent public accountants)
        and, as soon as practicable after the end of each of the first three
        quarters of each fiscal year (beginning with the fiscal quarter ending
        after the date of the Offering Circular), to make available to holders
        of the Securities consolidated summary financial information of the
        Issuers and their subsidiaries for such quarter in reasonable detail;

               (i)    During a period of three years from the date of the
        Offering Circular, to furnish to you copies of all reports or other
        communications (financial or other) furnished to holders of ownership
        interests of the Issuers or Charter Communications, Inc., and to
        deliver to you as soon as they are available, copies of any reports and
        financial statements furnished to or filed with the Commission or any
        securities exchange on which the Securities or any class of securities
        of the Issuers or Charter Communications, Inc. is listed;

               (j)    During the period of two years after the Time of
        Delivery, the Issuers will not, and will not permit any of their
        "affiliates" (as defined in Rule 144 under the Act) to, resell any of
        the Securities which constitute "restricted securities" under Rule 144
        that have been reacquired by any of them;

               (k)    To use the net proceeds received from the sale of the
        Securities pursuant to this Agreement in the manner specified in the
        Offering Circular under the caption "Use of Proceeds"; and

               (l)    To use their best efforts to consummate the Bresnan
        Acquisition and the Bresnan Transfer (each as defined in the Offering
        Circular).

               6.     Each of the Issuers covenants and agrees with the several
Purchasers that the Issuers will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Issuers' counsel and accountants in
connection with the issue of the Securities and all other expenses in
connection with the preparation, printing and filing of the Preliminary
Offering Circular and the Offering Circular and any amendments and supplements
thereto and the mailing and delivering of copies thereof to the Purchasers and
dealers; (ii) the cost of printing or producing any Agreement among Purchasers,
this Agreement, the Indentures, the Registration Rights Agreements, the Blue
Sky and Legal Investment Memoranda, closing documents (including any
compilations thereof) and any other documents in connection with the offering,


<PAGE>   16

purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Purchasers in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) the cost of preparing the Securities; (vi) the fees and expenses of the
Trustee and any agent of the Trustee and the fees and disbursements of counsel
for the Trustee in connection with the Indentures and the Securities; (vii) any
cost incurred in connection with the designation of the Securities for trading
in PORTAL; and (viii) all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in this
Section, and Sections 8 and 11 hereof, the Purchasers will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.

               7.    The obligations of the Purchasers hereunder shall be
subject, in their discretion, to the condition that all representations and
warranties and other statements of the Issuers herein are, at and as of the
Time of Delivery, true and correct, the condition that the Issuers shall have
performed all of their obligations hereunder theretofore to be performed, and
the following additional conditions:

               (a)    Debevoise & Plimpton, counsel for the Purchasers, shall
        have furnished to you such opinion or opinions, dated the Time of
        Delivery, with respect to the matters covered in paragraphs (i), (ii),
        (iv), (v), (vi), (vii), (viii), (xii) (as to the Securities) and (xiii)
        and the last paragraph of subsection (b) below as well as such other
        related matters as you may reasonably request, and such counsel shall
        have received such papers and information as they may reasonably
        request to enable them to pass upon such matters;

               (b)    Paul, Hastings, Janofsky & Walker LLP, counsel for the
        Issuers, shall have furnished to you their written opinion, dated the
        Time of Delivery, in form and substance satisfactory to you, to the
        effect that:

                      (i)    The Company has been duly formed and is validly
               existing as a limited liability company in good standing under
               the laws of the State of Delaware, and Charter Capital has been
               duly incorporated and is validly existing as a corporation in
               good standing under the laws of the State of Delaware; each of
               the Issuers has power and authority (corporate or other) to own
               or lease its properties and conduct its business as described in
               the Offering Circular and to execute, deliver and perform its
               obligations under this Agreement;

                      (ii)   All of the issued and outstanding limited
               liability company interests of the Company have been duly and
               validly authorized and issued and


<PAGE>   17

               are fully paid and non-assessable; and all of the issued shares
               of capital stock of Charter Capital have been duly and validly
               authorized and issued and are fully paid and non-assessable;

                      (iii)  To the best of such counsel's knowledge and other
               than as set forth in the Offering Circular, there are no legal
               or governmental proceedings pending to which the Issuers or any
               of their subsidiaries is a party or of which any property of the
               Issuers or any of their subsidiaries is the subject which are
               likely to have, individually or in the aggregate, a Material
               Adverse Effect; and, to the best of such counsel's knowledge and
               other than as set forth in the Offering Circular, no such
               proceedings are overtly threatened by governmental authorities
               or by others;

                      (iv)   This Agreement has been duly authorized, executed
               and delivered by each of the Issuers;

                      (v)    The Securities have been duly authorized by the
               Issuers, and, when executed and authenticated in accordance with
               the provisions of the Indentures and delivered to and paid for
               by the Purchasers in accordance with the terms of this
               Agreement, will be valid and legally binding obligations of the
               Issuers, entitled to the benefits provided by the Indentures and
               enforceable against the Issuers in accordance with their terms,
               subject, as to enforcement, to applicable bankruptcy,
               reorganization, insolvency or other similar laws affecting
               creditors' rights generally and to general equity principles;

                      (vi)   The Indentures have been duly authorized, executed
               and delivered by the Issuers and (assuming the due execution and
               delivery thereof by the Trustee) constitute valid and legally
               binding instruments, enforceable against the Issuers in
               accordance with their terms, subject, as to enforcement, to
               bankruptcy, insolvency, reorganization and other laws of general
               applicability relating to or affecting creditors' rights and to
               general equity principles;

                      (vii)  The Registration Rights Agreements have been duly
               authorized, executed and delivered by the Issuers and (assuming
               the due execution and delivery thereof by the Purchasers)
               constitute valid and legally binding instruments, enforceable
               against the Issuers in accordance with their terms, except that
               (A) the enforcement thereof may be subject to (i) bankruptcy,
               insolvency, reorganization and other laws of general
               applicability relating to creditors' rights and (ii) general
               principles of equity, and (B) any rights to indemnity or
               contribution thereunder may be limited by federal and state
               securities laws and public policy considerations;

                      (viii) The Exchange Notes have been duly authorized by
               the Issuers and, when executed, authenticated, issued and
               delivered in accordance with the


<PAGE>   18

               Indentures and the Registration Rights Agreements (assuming the
               due authorization, execution and delivery of the Indentures by
               the Trustee), will constitute valid and legally binding
               instruments, entitled to the benefits provided by the Indentures
               under which they are to be issued, and enforceable against the
               Issuers in accordance with their terms, subject, as to
               enforcement, to bankruptcy, insolvency, reorganization and other
               laws of general applicability relating to or affecting
               creditors' rights and to general equity principles;

                      (ix)   The Securities, the Exchange Notes, the Indentures
               and the Registration Rights Agreements conform in all material
               respects to the descriptions thereof in the Offering Circular;

                      (x)    The issue and sale of the Securities and the
               compliance by the Issuers with all of the provisions of the
               Securities, the Indentures, the Registration Rights Agreements
               and this Agreement and the consummation of the transactions
               herein and therein contemplated will not, to the best of such
               counsel's knowledge, result in a breach or violation of any of
               the terms or provisions of, or constitute a default under, any
               indenture, mortgage, deed of trust, loan agreement, lease,
               license, permit or other agreement or instruments specifically
               identified to such counsel by the Issuers as material to the
               Issuers on a schedule, nor will any such action result in any
               violation of the provisions of the certificate of incorporation
               or by-laws, or certificate of formation or limited liability
               company agreement, as the case may be, of the Issuers or any
               Federal or New York State statute or any order, rule or
               regulation of any Federal or New York State court or
               governmental agency or body having jurisdiction over the
               Issuers, the subsidiaries of the Issuers or any of their
               properties;

                      (xi)   No consent, approval, authorization, order,
               registration or qualification of or with any such court or
               governmental agency or body referred to in paragraph (x) is
               required for the issue and sale of the Securities or the
               consummation by the Issuers of the transactions contemplated by
               this Agreement, the Indentures or the Registration Rights
               Agreements, except such consents, approvals, authorizations,
               registrations or qualifications as have been obtained or as may
               be required under state or foreign securities or Blue Sky laws
               in connection with the purchase and distribution of the
               Securities by the Purchasers;

                      (xii)  The statements set forth in the Offering Circular
               under the caption "Description of Notes," insofar as they
               purport to constitute a summary of the terms of the Securities,
               and under the captions "Description of Certain Indebtedness" and
               "Certain United States Federal Tax Considerations," insofar as
               they purport to describe the provisions of the laws and
               documents referred to


<PAGE>   19

               therein, fairly summarize the provisions of any such laws and
               documents in all material respects;

                      (xiii) Assuming the accuracy of the representations and
               warranties of the Issuers contained in Sections 1(w) and (x) of
               this Agreement and the representations and warranties of the
               Purchasers contained in Section 3 of this Agreement, no
               registration of the Securities under the Act, and no
               qualification of an indenture under the Trust Indenture Act with
               respect thereto, is required for the offer, sale and initial
               resale of the Securities by the Purchasers in the manner
               contemplated by this Agreement; and

                      (xiv) Neither of the Issuers is an "investment company"
               or an entity "controlled" by an "investment company," as such
               terms are defined in the Investment Company Act.

               Such counsel shall also state as follows: We have not
        independently verified the accuracy, completeness or fairness of the
        statements made or included in the Offering Circular, except as
        described in specified paragraphs of the opinion. However, in
        connection with the preparation by the Company of the Offering
        Circular, we participated in various discussions and meetings with the
        Purchasers' representatives, officers and other representatives of the
        Company, and representatives of the Company's independent public
        accountants at which the contents of the Offering Circular were
        discussed. No information has come to our attention which causes us to
        conclude that the Offering Circular contained as of its date or
        contains as of the Time of Delivery an untrue statement of a material
        fact or omitted or omits, as the case may be, to state a material fact
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading (except, that
        we express no view as to financial statements and notes thereto and
        other financial information included therein).

               (c)    Cole, Raywid & Braverman, L.L.P., special regulatory
        counsel to the Issuers, shall have furnished to you their written
        opinion, dated the Time of Delivery, in form and substance reasonably
        satisfactory to you, to the effect that:

                      (i)    The issue and sale of the Securities and the
               compliance by the Issuers with all of the provisions of the
               Securities, the Indentures, the Registration Rights Agreements
               and this Agreement and the consummation of the transactions
               herein and therein contemplated do not and will not contravene
               the Cable Acts or any order, rule or regulation of the FCC to
               which the Issuers or any of their subsidiaries or any of their
               property is subject;

                      (ii)   To the best of such counsel's knowledge, no
               consent, approval, authorization or order of, or registration,
               qualification or filing with the FCC is


<PAGE>   20

               required under the Cable Acts or any order, rule or regulation
               of the FCC in connection with the issue and sale of the
               Securities and the compliance by the Issuers with all of the
               provisions of the Securities, the Indentures, the Registration
               Rights Agreements and this Agreement and the consummation of the
               transactions herein and therein contemplated;

                      (iii)  The statements set forth in the Offering Circular
               under the captions "Risk Factors" under the subheading
               "Regulatory and Legislative Matters" and in "Regulation and
               Legislation," insofar as they constitute summaries of laws
               referred to therein, concerning the Cable Acts and the published
               rules, regulations and policies promulgated by the FCC
               thereunder, fairly summarize the matters described therein;

                      (iv)   To the knowledge of such counsel based solely upon
               its review of publicly available records of the FCC and
               operational information provided by the Company's and its
               subsidiaries' management, the Company and its subsidiaries hold
               all FCC licenses for cable antenna relay services necessary to
               conduct the business of the Company and its subsidiaries as
               currently conducted, except to the extent the failure to hold
               such FCC licenses would not, individually and in the aggregate,
               be reasonably expected to have a Material Adverse Effect; and

                      (v)    Except as disclosed in the Offering Circular and
               except with respect to rate regulation matters, and general
               rulemakings and similar matters relating generally to the cable
               television industry, to such counsel's knowledge, based solely
               upon its review of the publicly available records of the FCC and
               upon inquiry of the Company's and its subsidiaries' management,
               during the time the cable systems of the Company and its
               subsidiaries have been owned by the Company and its subsidiaries
               (A) there has been no adverse FCC judgment, order or decree
               issued by the FCC relating to the ongoing operations of any of
               the Company or one of its subsidiaries that has had or could
               reasonably be expected to have a Material Adverse Effect; and
               (B) there are no actions, suits, proceedings, inquiries or
               investigations by or before the FCC pending or threatened in
               writing against or specifically affecting the Company or any of
               its subsidiaries or any cable system of the Company or any of
               its subsidiaries which could, individually or in the aggregate,
               be reasonably expected to result in a Material Adverse Effect;

               (d)    Curtis Shaw, Esq., General Counsel of the Company, shall
        have furnished to you his written opinion, dated the Time of Delivery,
        in form and substance satisfactory to you, to the effect that:

                      (i)    Each subsidiary of the Company listed on a
               schedule attached to such counsel's opinion (the "Charter
               Subsidiaries") has been duly incorporated or


<PAGE>   21

               formed, as the case may be, and is validly existing as a
               corporation or limited liability company, as the case may be, in
               good standing under the laws of its jurisdiction of
               incorporation or formation; and all of the issued shares of
               capital stock or limited liability company interests, as the
               case may be, of each Charter Subsidiary have been duly and
               validly authorized and issued and, assuming receipt of requisite
               consideration therefor, are fully paid and non-assessable;

                      (ii)   Each of the Issuers and the Charter Subsidiaries
               has been duly qualified as a foreign corporation or limited
               liability company, as the case may be, for the transaction of
               business and is in good standing under the laws of each
               jurisdiction set forth in a schedule to such counsel's opinion;

                      (iii)  To the best of such counsel's knowledge and other
               than as set forth in the Offering Circular, there are no legal
               or governmental proceedings pending to which the Issuers or any
               of their subsidiaries is party or of which any property of the
               Issuers or any of their subsidiaries is the subject which are
               likely to have, individually or in the aggregate, a Material
               Adverse Effect; and, to the best of such counsel's knowledge and
               other than as set forth in the Offering Circular, no such
               proceedings are overtly threatened by governmental authorities
               or by others; and

               (e)    On the date of the Offering Circular prior to the
        execution of this Agreement and also at the Time of Delivery, each of
        Arthur Andersen LLP, KPMG LLP, Ernst & Young LLP and
        PriceWaterhouseCoopers LLP shall have furnished to you a letter or
        letters, dated the respective dates of delivery thereof, in form and
        substance satisfactory to you;

               (f)    (i) None of the Issuers or any of their subsidiaries
        shall have sustained since the date of the latest audited financial
        statements included in the Offering Circular any loss or interference
        with its business from fire, explosion, flood or other calamity,
        whether or not covered by insurance, or from any court or governmental
        action, order or decree, otherwise than as set forth or contemplated in
        the Offering Circular, and (ii) since the respective dates as of which
        information is given in the Offering Circular there shall not have been
        any change in the capital stock, limited liability company interests or
        long-term debt of the Issuers or any of their subsidiaries or any
        change, or any development involving a prospective change, in or
        affecting the general affairs, management, financial position,
        stockholders' or members' equity, or results of operations of the
        Issuers and their subsidiaries, otherwise than as set forth or
        contemplated in the Offering Circular, the effect of which, in any such
        case described in clause (i) or (ii), is in the judgment of the
        Purchasers so material and adverse as to make it impracticable or
        inadvisable to proceed with the public offering or the delivery of the
        Securities on the terms and in the manner


<PAGE>   22

        contemplated in this Agreement and in the Offering Circular;

               (g)    On or after the date hereof (i) no downgrading shall have
        occurred in the rating accorded the debt securities of either of the
        Issuers by any "nationally recognized statistical rating organization,"
        as that term is defined by the Commission for purposes of Rule
        436(g)(2) under the Act, and (ii) no such organization shall have
        publicly announced that it has under surveillance or review, with
        possible negative implications, its rating of any of the debt
        securities of either of the Issuers;

               (h)    On or after the date hereof there shall not have occurred
        any of the following: (i) a suspension or material limitation in
        trading in securities generally on the New York Stock Exchange or on
        the Nasdaq National Market; (ii) a suspension or material limitation in
        trading in Charter Communications, Inc.'s Class A common stock on the
        Nasdaq National Market, (iii) a general moratorium on commercial
        banking activities declared by either Federal or New York State
        authorities; or (iv) the outbreak or escalation of hostilities
        involving the United States or the declaration by the United States of
        a national emergency or war, if the effect of any such event specified
        in this clause (iv) in the judgment of the Purchasers makes it
        impracticable or inadvisable to proceed with the offering or the
        delivery of the Securities on the terms and in the manner contemplated
        in the Offering Circular;

               (i)    The Securities have been designated for trading on
               PORTAL;

               (j)    The Issuers shall have furnished or caused to be
        furnished to you at the Time of Delivery certificates of officers of
        each Issuer satisfactory to you as to the accuracy of the
        representations and warranties of the Issuers herein at and as of such
        Time of Delivery, as to the performance by the Issuers of all of their
        obligations hereunder to be performed at or prior to such Time of
        Delivery, as to the matters set forth in subsections (f) and (g) of
        this Section and as to such other matters as you may reasonably
        request.

               8.     (a) The Issuers, jointly and severally, will indemnify
and hold harmless each Purchaser against any losses, claims, damages or
liabilities, joint or several, to which such Purchaser may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Offering Circular or the Offering Circular, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, and will reimburse each Purchaser for any legal or
other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Issuers shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises


<PAGE>   23

out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any Preliminary Offering Circular or the
Offering Circular or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Issuers by any Purchaser
through Goldman, Sachs & Co. expressly for use therein.

               (b)    The Purchasers, severally and not jointly, will indemnify
and hold harmless the Issuers against any losses, claims, damages or
liabilities to which the Issuers may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Offering Circular or the Offering Circular, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Offering Circular or the Offering Circular or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Issuers by such Purchaser through Goldman, Sachs &
Co. expressly for use therein; and will reimburse the Issuers for any legal or
other expenses reasonably incurred by the Issuers in connection with
investigating or defending any such action or claim as such expenses are
incurred.

               (c)    Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. Any
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all indemnified parties. The Issuers shall not be required to
indemnify the Purchasers for any amounts paid or payable by the Purchasers in
the settlement of any action, proceeding or investigation without the written
consent of the Company, which consent shall not be unreasonably withheld. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry


<PAGE>   24

of any judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.

               (d)    If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Issuers on the one hand and the
Purchasers on the other from the offering of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Issuers on the one hand and the Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Issuers on the one hand and the Purchasers on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Issuers bear to the total underwriting
discounts and commissions received by the Purchasers, in each case as set forth
in the Offering Circular. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers on the one hand or the
Purchasers on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Issuers and the Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in
this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Purchaser shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to investors were offered to investors
exceeds the amount of any damages which such Purchaser has otherwise been
required to pay by reason of such untrue


<PAGE>   25

or alleged untrue statement or omission or alleged omission. The Purchasers'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.

               (e)    The obligations of the Issuers under this Section 8 shall
be in addition to any liability which the Issuers may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Purchaser within the meaning of the Act; and the obligations of
the Purchasers under this Section 8 shall be in addition to any liability which
the respective Purchasers may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Issuers and to each
person, if any, who controls the Issuers within the meaning of the Act.

               9.     (a) If any Purchaser shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder, you may in
your discretion arrange for you or another party or other parties to purchase
such Securities on the terms contained herein. If within thirty-six hours after
such default by any Purchaser you do not arrange for the purchase of such
Securities, then the Issuers shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Securities on such terms. In the event
that, within the respective prescribed periods, you notify the Issuers that you
have so arranged for the purchase of such Securities, or the Issuers notify you
that they have so arranged for the purchase of such Securities, you or the
Issuers shall have the right to postpone the Time of Delivery for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Offering Circular, or in any other documents or
arrangements, and the Issuers agree to prepare promptly any amendments to the
Offering Circular which in your opinion may thereby be made necessary. The term
"Purchaser" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Securities.

               (b)    If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Purchaser or Purchasers by you and
the Issuers as provided in subsection (a) above, the aggregate principal amount
of such Securities which remains unpurchased does not exceed one-tenth of the
aggregate principal amount of all the Securities, then the Issuers shall have
the right to require each non-defaulting Purchaser to purchase the principal
amount of Securities which such Purchaser agreed to purchase hereunder and, in
addition, to require each non-defaulting Purchaser to purchase its pro rata
share (based on the principal amount of Securities which such Purchaser agreed
to purchase hereunder) of the Securities of such defaulting Purchaser or
Purchasers for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Purchaser from liability for its default.

               (c)    If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Purchaser or Purchasers by you and
the Issuers as provided in subsection (a) above, the aggregate principal amount
of Securities which remains unpurchased


<PAGE>   26

exceeds one-tenth of the aggregate principal amount of all the Securities, or
if the Issuers shall not exercise the right described in subsection (b) above
to require non-defaulting Purchasers to purchase Securities of a defaulting
Purchaser or Purchasers, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Purchaser or the Issuers, except
for the expenses to be borne by the Issuers and the Purchasers as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Purchaser from liability
for its default.

               10.    The respective indemnities, agreements, representations,
warranties and other statements of the Issuers and the several Purchasers, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on
behalf of any Purchaser or any controlling person of any Purchaser, or the
Issuers, or any officer or director or controlling person of the Issuers, and
shall survive delivery of and payment for the Securities.

               11.    If this Agreement shall be terminated pursuant to Section
9 hereof, the Issuers shall not then be under any liability to any Purchaser
except as provided in Sections 6 and 8 hereof; but, if for any other reason
other than a termination pursuant to Section 7(h), the Securities are not
delivered by or on behalf of the Issuers as provided herein, the Issuers will
reimburse the Purchasers through you for all out-of-pocket expenses approved in
writing by you, including fees and disbursements of counsel, reasonably
incurred by the Purchasers in making preparations for the purchase, sale and
delivery of the Securities, but the Issuers shall then be under no further
liability to any Purchaser except as provided in Sections 6 and 8 hereof.

               12.    In all dealings hereunder, you shall act on behalf of
each of the Purchasers, and the parties hereto shall be entitled to act and
rely upon any statement, request, notice or agreement on behalf of any
Purchaser made or given by you jointly or by Goldman, Sachs & Co. on behalf of
you as Purchasers.

               All statements, requests, notices and agreements hereunder shall
be in writing, and if to the Purchasers shall be delivered or sent by mail,
telex or facsimile transmission to you as Purchasers in care of Goldman, Sachs
& Co., 32 Old Slip, 9th Floor, New York, New York 10005, Attention:
Registration Department; and if to the Issuers shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Issuers set forth
in the Offering Circular, Attention: Secretary; provided, however, that any
notice to a Purchaser pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Purchaser at its address
set forth in its Purchasers' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Issuers by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

               13.    This Agreement shall be binding upon, and inure solely to
the benefit of,


<PAGE>   27


the Purchasers, the Issuers, and, to the extent provided in Sections 8 and 10
hereof, the officers and directors of the Issuers and the Purchasers and each
person who controls the Issuers or any Purchaser, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from any Purchaser shall be deemed a successor or assign
by reason merely of such purchase.

               14.    Time shall be of the essence of this Agreement.

               15.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF.

               16.    This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such respective counterparts shall together constitute
one and the same instrument.



<PAGE>   28

               If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Purchasers, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Purchasers and the Issuers. It is understood that your acceptance of this
letter on behalf of each of the Purchasers is pursuant to the authority set
forth in a form of Agreement among Purchasers, the form of which shall be
submitted to the Issuers for examination upon request, but without warranty on
your part as to the authority of the signers thereof.

                            Very truly yours,

                            Charter Communications Holdings, LLC

                            By:/s/Curtis S. Shaw
                               ---------------------------------
                               Name:  Curtis S. Shaw
                               Title: Senior Vice President, General Counsel and
                                      Secretary

                            Charter Communications Holdings Capital Corporation

                            By:/s/Curtis S. Shaw
                               ---------------------------------
                               Name:  Curtis S. Shaw
                               Title: Senior Vice President, General Counsel and
                                      Secretary

Accepted as of the date hereof:

Goldman, Sachs & Co.
Chase Securities Inc.
Credit Suisse First Boston Corporation
FleetBoston Robertson Stephens Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
TD Securities (USA) Inc.
First Union Securities, Inc.
PNC Capital Markets, Inc.
SunTrust Equitable Securities Corporation

By: /s/    Goldman, Sachs & Co.
   --------------------------------------
           (Goldman, Sachs & Co.)



<PAGE>   29

                                   SCHEDULE I


<TABLE>
<CAPTION>
                                                               PRINCIPAL AMOUNT OF
                                                             NINE-YEAR SENIOR NOTES
PURCHASER                                                        TO BE PURCHASED
---------                                                    ----------------------
<S>                                                                  <C>
Goldman, Sachs & Co.                                                  $347,625,000
Chase Securities Inc.                                                  118,125,000
Credit Suisse First Boston Corporation                                  33,750,000
FleetBoston Robertson Stephens Inc.                                     33,750,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated                      33,750,000
Morgan Stanley & Co. Incorporated                                       33,750,000
TD Securities (USA) Inc.                                                33,750,000
First Union Securities, Inc.                                            13,500,000
PNC Capital Markets, Inc.                                               13,500,000
SunTrust Equitable Securities Corporation                               13,500,000
                                                                      ------------
      Total                                                           $675,000,000
                                                                      ============
</TABLE>




<TABLE>
<CAPTION>
                                                               PRINCIPAL AMOUNT OF
                                                              TEN-YEAR SENIOR NOTES
PURCHASER                                                        TO BE PURCHASED
---------                                                     --------------------
<S>                                                         <C>
                                                                                

Goldman, Sachs & Co.                                                $167,375,000
Chase Securities Inc.                                                 56,875,000
Credit Suisse First Boston Corporation                                16,250,000
FleetBoston Robertson Stephens Inc.                                   16,250,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated                    16,250,000
Morgan Stanley & Co. Incorporated                                     16,250,000
TD Securities (USA) Inc.                                              16,250,000
First Union Securities, Inc.                                           6,500,000
PNC Capital Markets, Inc.                                              6,500,000
SunTrust Equitable Securities Corporation                              6,500,000
                                                                    ------------            
      Total                                                         $325,000,000
                                                                    ============
</TABLE>




<PAGE>   30





<TABLE>
<CAPTION>
                                                               PRINCIPAL AMOUNT AT
                                                             MATURITY AT MATURITY OF
                                                              SENIOR DISCOUNT NOTES
PURCHASER                                                        TO BE PURCHASED
---------                                                    -----------------------
<S>                                                         <C>
Goldman, Sachs & Co.                                                $273,980,000
Chase Securities Inc.                                                 93,100,000
Credit Suisse First Boston Corporation                                26,600,000
FleetBoston Robertson Stephens Inc.                                   26,600,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated                    26,600,000
Morgan Stanley & Co. Incorporated.                                    26,600,000
TD Securities (USA) Inc.                                              26,600,000
First Union Securities, Inc.                                          10,640,000
PNC Capital Markets, Inc.                                             10,640,000
SunTrust Equitable Securities Corporation                             10,640,000
                                                                    -------------
      Total                                                         $532,000,000
                                                                    ============
</TABLE>





<PAGE>   31

                                                                         ANNEX I

     (1) The Securities have not been and will not be registered under the Act
and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S
under the Act or pursuant to an exemption from the registration requirements of
the Act. Each Purchaser represents that it has offered and sold the Securities,
and will offer and sell the Securities (i) as part of their distribution at any
time and (ii) otherwise until 40 days after the later of the commencement of
the offering and the Time of Delivery, only in accordance with Rule 903 of
Regulation S or Rule 144A or pursuant to Paragraph 2 of this Annex I under the
Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor any
persons acting on its or their behalf has engaged or will engage in any
directed selling efforts with respect to the Securities, and it and they have
complied and will comply with the offering restrictions requirement of
Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale
of Securities (other than a sale pursuant to Rule 144A, it will have sent to
each distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Securities from it during the restricted period a
confirmation or notice to substantially the following effect:

     "The Securities covered hereby have not been registered under the U.S.
     Securities Act of 1933 (the "Securities Act") and may not be offered and
     sold within the United States or to, or for the account or benefit of,
     U.S. persons (i) as part of their distribution at any time or (ii)
     otherwise until 40 days after the later of the commencement of the
     offering and the closing date, except in either case in accordance with
     Regulation S (or Rule 144A if available) under the Securities Act. Terms
     used above have the meaning given to them by Regulation S."

Terms used in this paragraph have the meanings given to them by Regulation S.

         Each Purchaser further agrees that it has not entered and will not
enter into any contractual arrangement with respect to the distribution or
delivery of the Securities, except with its affiliates or with the prior
written consent of the Issuers.

     (2) Notwithstanding the foregoing, Securities in registered form may be
offered, sold and delivered by the Purchasers in the United States and to U.S.
persons pursuant to Section 3 of this Agreement without delivery of the written
statement required by paragraph (1) above.

     (3) Each Purchaser further represents and agrees that (i) it has not
offered or sold and prior to the date six months after the date of issue of the
Securities will not offer or sell any Securities to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (b) it
has complied, and will comply, with all applicable provisions of the


<PAGE>   32

Financial Services Act of 1986 of Great Britain with respect to anything done
by it in relation to the Securities in, from or otherwise involving the United
Kingdom, and (c) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issuance of the Securities to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 of Great Britain or is a person to whom the document
may otherwise lawfully be issued or passed on.

     (4) Each Purchaser agrees that it will not offer, sell or deliver any of
the Securities in any jurisdiction outside the United States except under
circumstances that will result in compliance with the applicable laws thereof,
and that it will take at its own expense whatever action is required to permit
its purchase and resale of the Securities in such jurisdictions. Each Purchaser
understands that no action has been taken to permit a public offering in any
jurisdiction outside the United States where action would be required for such
purpose. Each Purchaser agrees not to cause any advertisement of the Securities
to be published in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Securities, except in any such
case with Goldman, Sachs & Co.'s express written consent and then only at its
own risk and expense.

<PAGE>   33

                                                                       EXHIBIT A

                         FORM OF NINE-YEAR SENIOR NOTE
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT





<PAGE>   34
                                                                       EXHIBIT B

                          FORM OF TEN-YEAR SENIOR NOTE
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT



<PAGE>   35
                                                                       EXHIBIT C

                          FORM OF SENIOR DISCOUNT NOTE
                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT