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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                                                     Exhibit 1.1


                     [Form of U.S. underwriting agreement]



                          CHARTER COMMUNICATIONS, INC.

                 CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE

                      UNDERWRITING AGREEMENT (U.S. VERSION)

                                                             November __, 1999

Goldman, Sachs & Co.,
Bear, Stearns & Co. Inc.,
Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc.,
A. G. Edwards & Sons, Inc.,
M. R. Beal & Company,
  As representatives of the several Underwriters
   named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

         Charter Communications, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 144,500,000 shares (the "Firm Shares") and, at the election of the
Underwriters, up to 21,675,000 additional shares (the "Optional Shares") of
Class A Common Stock, par value $.001 per share ("Stock"), of the Company (the
Firm Shares and the Optional Shares that the Underwriters purchase pursuant to
Section 2 hereof being collectively called the "Shares"). The Company will use
the proceeds to purchase limited liability company interests ("Membership

Units") of Charter Communications Holding Company, LLC, a Delaware limited
liability company ("Holding"), as described in the Prospectus (as hereinafter
defined).

         It is understood and agreed to by all parties that the Company is
concurrently entering into an agreement (the "International Underwriting
Agreement") providing for the sale by the Company of up to a total of 29,325,000
shares of Stock (the "International Shares"), including the overallotment option
thereunder, through arrangements with certain underwriters outside the United
States (the "International Underwriters"), for whom Goldman Sachs International,
Bear,

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Stearns International Limited, Morgan Stanley & Co. International Limited,
Donaldson, Lufkin & Jenrette International, Merrill Lynch International and
Salomon Brothers International Limited are acting as lead managers. Anything
herein or therein to the contrary notwithstanding, the respective closings under
this Agreement and the International Underwriting Agreement are hereby expressly
made conditional on one another. The Underwriters hereunder and the
International Underwriters are simultaneously entering into an Agreement between
U.S. and International Underwriting Syndicates (the "Agreement between
Syndicates") which provides, among other things, for the transfer of shares of
Stock between the two syndicates. Two forms of prospectus are to be used in
connection with the offering and sale of shares of Stock contemplated by the
foregoing, one relating to the Shares hereunder and the other relating to the
International Shares. The latter form of prospectus will be identical to the
former except for the front and back cover pages and the "Underwriting" section.
Except as used in Sections 2, 3, 4, 9 and 11 herein, and except as the context
may otherwise require, references hereinafter to the Shares shall include all
the shares of Stock which may be sold pursuant to either this Agreement or the
International Underwriting Agreement, and references herein to any prospectus
whether in preliminary or final form, and whether as amended or supplemented,
shall include both the U.S. and the international versions thereof.

         1. The Company and Holding, jointly and severally, represent and
warrant to, and agree with, each of the Underwriters that:

          (a) A registration statement on Form S-1 (File No. 333-83887) (the
     "Initial Registration Statement") in respect of the Shares has been filed
     with the Securities and Exchange Commission (the "Commission"); the Initial
     Registration Statement and any post-effective amendment thereto, each in
     the form heretofore delivered to you, and, excluding exhibits thereto,
     delivered to you for each of the other Underwriters, have been declared
     effective by the Commission in such form; other than a registration
     statement, if any, increasing the size of the offering (a "Rule 462(b)
     Registration Statement"), filed pursuant to Rule 462(b) under the
     Securities Act of 1933, as amended (the "Act"), which became effective upon
     filing, no other document with respect to the Initial Registration
     Statement has heretofore been filed with the Commission; and no stop order
     suspending the effectiveness of the Initial Registration Statement, any
     post-effective amendment thereto or the Rule 462(b) Registration Statement,
     if any, has been issued and no proceeding for that purpose has been
     initiated or threatened by the Commission (any preliminary prospectus
     included in the Initial Registration Statement or filed with the Commission
     pursuant to Rule 424(a) of the rules and regulations of the Commission
     under the Act is hereinafter called a "Preliminary Prospectus"; the various
     parts of the Initial Registration Statement and the Rule 462(b)
     Registration Statement, if any, including all exhibits thereto and
     including the information contained in the form of final prospectus filed
     with the Commission pursuant to Rule 424(b) under the Act in accordance
     with Section 5(a) hereof and deemed by virtue of

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     Rule 430A under the Act to be part of the Initial Registration Statement at
     the time it was declared effective, each as amended at the time such part
     of the Initial Registration Statement became effective or such part of the
     Rule 462(b) Registration Statement, if any, became or hereafter becomes
     effective, are hereinafter collectively called the "Registration
     Statement"; such final prospectus, in the form first filed pursuant to Rule
     424(b) under the Act, is hereinafter called the "Prospectus");

          (b) No order preventing or suspending the use of any Preliminary
     Prospectus has been issued by the Commission, and each Preliminary
     Prospectus, at the time of filing thereof, conformed in all material
     respects to the requirements of the Act and the rules and regulations of
     the Commission thereunder, and did not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary 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 Company by an Underwriter through
     Goldman, Sachs & Co. expressly for use therein;

          (c) The Registration Statement conforms, and the Prospectus and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the rules and regulations of the Commission thereunder and do
     not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein 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 Company
     by an Underwriter through Goldman, Sachs & Co. expressly for use therein;

          (d) None of the Company, Holding or any of Holding's subsidiaries has
     sustained since the date of the latest audited financial statements
     included in the Prospectus 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 Prospectus; and,
     since the respective dates as of which information is given in the
     Registration Statement and the Prospectus, there has not been any change in
     the capital stock, limited liability company interests or long-term debt of
     the Company, Holding or any of Holding's subsidiaries or any material
     adverse change, or any development involving a prospective material adverse
     change, in or affecting the general affairs, management, financial
     position, stockholders' or members' equity, or

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     results of operations of the Company, Holding and Holding's subsidiaries,
     otherwise than as set forth or contemplated in the Prospectus;

          (e) Each of the Company, Holding and Holding's 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 Prospectus, in each case free and
     clear of all liens, encumbrances and defects except such as are described
     in the Prospectus 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 Company, Holding and Holding's subsidiaries; and any
     real property and buildings held under lease by the Company, Holding and
     Holding's 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 Company, Holding and Holding's subsidiaries;

          (f) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware;
     Holding has been duly formed and is validly existing as a limited liability
     company in good standing under the laws of the State of Delaware; each of
     the Company and Holding has power and authority (corporate and other) to
     own its properties and conduct its business as described in the Prospectus
     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 where the
     failure to be so qualified would not, individually and in the aggregate,
     have a material adverse effect on the current or future financial position,
     stockholders' or members' equity or results of operations of the Company,
     Holding and Holding's subsidiaries, taken as a whole (a "Material Adverse
     Effect"); each subsidiary of Holding 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 the Company does not
     have any subsidiary (as such term is defined in the rules and regulations
     under the Act) except that contemporaneously with the consummation of the
     transactions contemplated by this Agreement, the Company will acquire an
     approximate      % equity interest and a 100% voting interest in
     Holding;

          (g) The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     have been duly and validly authorized and issued, are fully paid and
     non-assessable, and conform to the descriptions thereof contained in the
     Prospectus; Holding has an authorized capitalization as set forth in the

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     Prospectus, and all of the issued and outstanding Membership Units have
     been duly and validly authorized and issued, are fully paid and
     non-assessable, are owned directly by Charter Investment, Inc. ("Charter
     Investment"), Vulcan Cable III Inc. ("Vulcan III") and those other persons
     or entities described in the Prospectus, free and clear of all liens,
     encumbrances, equities or claims, and conform to the description of the
     Membership Units contained in the Prospectus; and all of the issued shares
     of capital stock or limited liability company interests, as the case may
     be, of each subsidiary of Holding have been duly and validly authorized and
     issued, are fully paid and non-assessable, and are owned directly or
     indirectly by Holding, free and clear of all liens, encumbrances, equities
     or claims;

          (h) The Shares have been duly and validly authorized and, when issued
     and delivered against payment therefor as provided herein and in the
     International Underwriting Agreement, will be duly and validly issued,
     fully paid and non-assessable and will conform to the description of the
     Stock contained in the Prospectus;

          (i) The issue and sale of the Shares by the Company hereunder and
     under the International Underwriting Agreement and the compliance by the
     Company and Holding with all of the provisions of this Agreement and the
     International Underwriting Agreement and the consummation of the
     transactions herein and therein contemplated will not 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 Company, Holding or any of Holding's subsidiaries is a party or
     by which the Company, Holding or any of Holding's subsidiaries is bound or
     to which any of the property or assets of the Company, Holding or any of
     Holding's 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 Company, Holding
     or any of Holding's 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 of 1996 (collectively, the "Cable Acts") or any
     order, rule or regulation of the Federal Communications Commission (the
     "FCC"), except where such breach or violation would not have a Material
     Adverse Effect and would not have the effect of preventing the Company or
     Holding from performing any of their respective obligations under this
     Agreement; nor will such action result in any violation of the Restated
     Certificate of Incorporation or Bylaws of the Company or the Certificate of
     Formation or Amended and Restated Limited Liability Company Agreement of
     Holding; 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 Shares or the

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     consummation by the Company and Holding of the transactions contemplated by
     this Agreement and the International Underwriting Agreement, except the
     registration under the Act of the Shares and 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 Shares by the
     Underwriters and the International Underwriters;

          (j) None of the Company, Holding or any of Holding's subsidiaries is
     (i) in violation of its certificate of incorporation, by-laws, 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 Company,
     Holding or Holding's 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;

          (k) The provisions of the Company's Restated Certificate of
     Incorporation and Bylaws, including, without limitation, the provisions
     thereof relating to the Stock and the Company's Class B Common Stock, par
     value .001 per share (the "Class B Stock"), are lawful and permitted under
     the Delaware General Corporation Law, do not violate any Delaware statute
     or rule or regulation of any Delaware governmental agency or body having
     jurisdiction over the Company or Holding and, subject to principles of
     equity, a Delaware court properly presented with the matter would so find;
     Holding's Certificate of Formation and Amended and Restated Limited
     Liability Company Agreement do not violate the Delaware Limited Liability
     Company Act, the Amended and Restated Limited Liability Company Agreement
     is enforceable against the parties thereto in accordance with its terms,
     and the Certificate of Formation and Amended and Restated Limited Liability
     Company Agreement do not violate any Delaware statute, any rule or
     regulation of any Delaware governmental agency or body having jurisdiction
     over the Company or Holding or any order of any Delaware court having
     jurisdiction over the Company or Holding;

          (l) The statements set forth in the Prospectus under the captions
     "Risks Factors --Regulatory and Legislative Matters", "Business --
     Acquisitions", "Regulation and Legislation", "Management", "Certain
     Relationships and Related Transactions", "Description of Certain
     Indebtedness", "Description of Capital Stock and Membership Units", "Shares
     Eligible For Future Sale" and "Certain United States Tax Consequences for
     Non-United States Holders", insofar as they purport to describe the
     provisions of the laws, documents and arrangements referred to therein, are
     accurate in all material respects;

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          (m) Other than as set forth in the Prospectus, there are no legal or
     governmental proceedings (including, without limitation, by the FCC or any
     franchising authority) pending to which the Company, Holding or any of
     Holding's subsidiaries is a party or of which any property of the Company,
     Holding or any of Holding's subsidiaries is the subject which, if
     determined adversely to the Company, Holding or any of Holding's
     subsidiaries, would, individually or in the aggregate, have a Material
     Adverse Effect; and, to the best knowledge of the Company and Holding and
     except as disclosed in the Prospectus, no such proceedings are threatened
     or contemplated by governmental authorities or threatened by others;

          (n) Each of the Company, Holding and Holding's subsidiaries carries
     insurance (including self-insurance) in such amounts and covering such
     risks as in the reasonable determination of the Company and Holding is
     adequate for the conduct of its business and the value of its properties;

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

          (p) Neither the Company nor Holding is and, after giving effect to the
     offering and sale of the Shares, will be an "investment company" or an
     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");

          (q) The audited consolidated financial statements (including the notes
     thereto) included in the Prospectus 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, except as otherwise stated therein; the supporting schedules
     included in the Registration Statement present fairly in accordance with
     GAAP the information required to be stated therein; and the summary and
     selected financial data in the Prospectus 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;

          (r) The pro forma financial statements (including the notes thereto)
     and the other pro forma financial information included in the Prospectus
     (i) comply as to form in all material respects with the applicable
     requirements of Regulation S-X for Form S-1 promulgated under the
     Securities Exchange Act of 1934, as amended, and (ii) have been properly
     computed on the bases described therein; the assumptions used in the
     preparation of the pro

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     forma financial data and other pro forma financial information included in
     the Prospectus are reasonable and the adjustments used therein are
     appropriate to give effect to the transactions or circumstances referred to
     therein;

          (s) 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, Holding, 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
     Cable 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 LLP, 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.

          (t) The Company and Holding have reviewed their operations and those
     of Holding's subsidiaries to evaluate the extent to which the business or
     operations of the Company, Holding or any of Holding's subsidiaries will be
     affected by the Year 2000 Problem. As a result of such review, except as
     disclosed in the Prospectus, the Company and Holding 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 Company, Holding or Holding's 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;

          (u) The Company, Holding and Holding's subsidiaries own or possess, or
     can acquire on reasonable terms, adequate licenses, trademarks, service
     marks, trade names or copyrights (collectively, "Intellectual Property")
     necessary to conduct the

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     business now or proposed to be operated by each of them as described in the
     Prospectus, 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 Company, Holding
     or Holding's 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;

          (v) Except as described in the Prospectus, the Company, Holding and
     Holding's 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 Prospectus, except to the extent that the failure to so obtain or
     file would not, individually and in the aggregate, have a Material Adverse
     Effect;

          (w) Each of the franchises held by the Company, Holding and Holding's
     subsidiaries that are material to the Company, Holding and Holding's
     subsidiaries, taken as a whole, is in full force and effect, with no
     material restrictions or qualifications; and to the best knowledge
     of the Company and Holding, no event has occurred which permits, or with
     notice or lapse of time or both would permit, the revocation or non-renewal
     of any 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
     Company, Holding and Holding's subsidiaries in the franchises. Except as
     described in the Prospectus, the Company and Holding have no reason to
     believe that any franchise that is required for the operation of the
     Company, Holding and Holding's subsidiaries will not be renewed in the
     ordinary course;

          (x) The Company, Holding and Holding's 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

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                                       10

     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;

          (y) The Company, Holding and Holding's 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 Company,
     Holding or any of Holding's subsidiaries that could reasonably be expected
     to result, individually and in the aggregate, in a Material Adverse Effect;

          (z) Except as described in the Prospectus, there are no contracts,
     agreements or understandings between the Company, Holding or any of their
     affiliates and any person granting such person the right to require the
     Company or Holding to file a registration statement under the Act with
     respect to any securities of the Company or Holding or to require the
     Company or Holding to include such securities with the Shares registered
     pursuant to the Registration Statement;

          (aa) Except as described in the Prospectus, there are no outstanding
     options, warrants or other rights calling for the issuance of, and no
     commitments, plans or arrangements to issue, any securities of the Company
     or Holding or any security convertible into or exchangeable for securities
     of the Company or Holding;

          (ab) There are no contracts, other documents or other agreements
     required to be described in the Registration Statement or to be filed as
     exhibits to the Registration Statement by the Act or by the rules and
     regulations thereunder which have not been described or filed as required;
     the contracts so described in the Prospectus are in full force and effect
     on the date hereof; and none of the Company, Holding or Holding's
     subsidiaries and, to the best of the Company's and Holding's knowledge, any
     other party is in breach of or default under any of such contracts, except
     for those breaches or defaults that would not, individually and in the
     aggregate, result in a Material Adverse Effect;

          (ac) The Company, Holding and Holding's 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

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     assets at reasonable intervals and appropriate action is taken with respect
     to any differences; and

         (ad) To the best knowledge of the Company and Holding, the
representations and warranties with respect to the matters covered in paragraphs
(d), (j) (other than clause (i) thereof), (m), (n), (o), (t), (u), (v), (w) and
(x) 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  -
Pending Acquisitions" in the Prospectus (each such cable system or company being
deemed to be a subsidiary of Holding for purposes of such representations and
warranties).

         2. Subject to the terms and conditions herein set forth, (a) the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $______, the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by you so as
to eliminate fractional shares) determined by multiplying such number of
Optional Shares by a fraction, the numerator of which is the maximum number of
Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.

           The Company hereby grants to the Underwriters the right to purchase
at their election up to 21,675,000 Optional Shares, at the purchase price per
share set forth in the paragraph above, for the purpose of covering
over-allotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

           3. Upon the authorization by you of the release of the Firm Shares,
the several Underwriters propose to offer the Firm Shares for sale upon the
terms and conditions set forth in the Prospectus.

<PAGE>   12
                                       12

           4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to
Goldman, Sachs & Co., through the facilities of The Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by wire transfer of Federal
(same-day) funds to the account specified by the Company to Goldman, Sachs & Co.
at least forty-eight hours in advance. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., New York City time, on November _, 1999 or
such other time and date as Goldman, Sachs & Co. and the Company may agree upon
in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time,
on the date specified by Goldman, Sachs & Co. in the written notice given by
Goldman, Sachs & Co. of the Underwriters' election to purchase such Optional
Shares, or such other time and date as Goldman, Sachs & Co. and the Company may
agree upon in writing. Such time and date for delivery of the Firm Shares is
herein called the "First Time of Delivery", such time and date for delivery of
the Optional Shares, if not the First Time of Delivery, is herein called the
"Second Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery."

           (b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the cross
receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7(m) hereof, will be delivered at the offices
of Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022 (the
"Closing Location"), and the Shares will be delivered at the Designated Office,
all at such Time of Delivery. A meeting will be held at the Closing Location at
2:00 p.m., New York City time, on the New York Business Day next preceding such
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. The Company and Holding, jointly and severally, agree with each of
the Underwriters:

          (a) To prepare the Prospectus in a form approved by you and to file
     such Prospectus pursuant to Rule 424(b) under the Act not later than the
     Commission's close of business on the second business day following the
     execution and delivery of this Agreement, or, if

<PAGE>   13
                                       13

     applicable, such earlier time as may be required by Rule 430A(a)(3) under
     the Act; to make no further amendment or any supplement to the Registration
     Statement or Prospectus which shall be disapproved by you promptly after
     reasonable notice thereof; to advise you, promptly after it receives notice
     thereof, of the time when any amendment to the Registration Statement has
     been filed or becomes effective or any supplement to the Prospectus or any
     amended Prospectus has been filed and to furnish you with copies thereof;
     to advise you, promptly after it receives notice thereof, of the issuance
     by the Commission of any stop order or of any order preventing or
     suspending the use of any Preliminary Prospectus or prospectus, of the
     suspension of the qualification of the Shares for offering or sale in any
     jurisdiction, of the initiation or threatening of any proceeding for any
     such purpose, or of any request by the Commission for the amending or
     supplementing of the Registration Statement or Prospectus or for additional
     information; and, in the event of the issuance of any stop order or of any
     order preventing or suspending the use of any Preliminary Prospectus or
     prospectus or suspending any such qualification, promptly to use its best
     efforts to obtain the withdrawal of such order;

          (b) Promptly from time to time to take such action as you may
     reasonably request to qualify the Shares 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 Shares, provided that in connection therewith the
     Company shall not be required to qualify as a foreign corporation or to
     file a general consent to service of process in any jurisdiction;

          (c) Prior to 10:00 A.M. New York City time, on the New York Business
     Day next succeeding the date of this Agreement and from time to time, to
     furnish the Underwriters with copies of the Prospectus in New York City in
     such quantities as you may reasonably request, and, if the delivery of a
     prospectus is required at any time prior to the expiration of nine months
     after the time of issue of the Prospectus in connection with the offering
     or sale of the Shares and if at such time any event shall have occurred as
     a result of which the Prospectus 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 Prospectus
     is delivered, not misleading, or, if for any other reason it shall be
     necessary during such period to amend or supplement the Prospectus in order
     to comply with the Act, to notify you and upon your request to prepare and
     furnish without charge to each Underwriter and to any dealer in securities
     as many copies as you may from time to time reasonably request of an
     amended Prospectus or a supplement to the Prospectus which will correct
     such statement or omission or effect such compliance, and in case any
     Underwriter is required to deliver a prospectus in connection with sales of
     any of the Shares at any time nine months or more

<PAGE>   14
                                       14

     after the time of issue of the Prospectus, upon your request but at the
     expense of such Underwriter, to prepare and deliver to such Underwriter as
     many copies as you may request of an amended or supplemented Prospectus
     complying with Section 10(a)(3) of the Act;

          (d) To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its subsidiaries
     (which need not be audited) complying with Section 11(a) of the Act and the
     rules and regulations thereunder (including, at the option of the Company,
     Rule 158);

          (e) During the period beginning from the date hereof and continuing to
     and including the date 180 days after the date of the Prospectus, the
     Company and Holding will not offer, sell, contract to sell or otherwise
     dispose of, except as provided hereunder and under the International
     Underwriting Agreement, any securities of the Company or Holding that are
     substantially similar to the Shares, including but not limited to any
     securities that are convertible into or exchangeable for, or that represent
     the right to receive, Stock or Class B Stock or any such substantially
     similar securities (other than pursuant to employee stock option plans
     existing on, or upon the conversion or exchange of convertible or
     exchangeable securities outstanding as of, the date of this Agreement), or
     file any registration statement under the Act (other than a registration
     statement on Form S-8 covering Stock that may issued pursuant to the
     exercise of options under Holding's option plan described in the
     Prospectus, or, registration statements on Form S-1 covering resales of
     Stock that may be issued to persons or entities receiving Stock or
     Membership Units in connection with the Rifkin, Falcon and Bresnan
     acquisitions, as described in the Prospectus) or enter into hedging
     transactions with respect to any of the foregoing, without your prior
     written consent, except that this Section 5(e) shall not prevent the
     Company or Holding from offering and selling convertible debt, convertible
     preferred or other equity securities to finance a portion of the purchase
     price for Bresnan Communications Limited Partnership;

           (f) To furnish to its stockholders as soon as practicable after the
      end of each fiscal year an annual report (including a balance sheet and
      statements of income, stockholders' and members' equity and cash flows of
      the Company and its 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 effective date of the Registration Statement), to
      make available to its stockholders consolidated summary financial
      information of the Company and its subsidiaries for such quarter in
      reasonable detail;

           (g) During a period of three years from the effective date of the
      Registration Statement, to furnish to you copies of all reports or other
      communications (financial or other) furnished to stockholders of the
      Company; 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

<PAGE>   15
                                       15

     any national securities exchange on which any class of securities of the
     Company is listed;

          (h) To use the net proceeds received by it from the sale of the Shares
     pursuant to this Agreement and the International Underwriting Agreement in
     the manner specified in the Prospectus under the caption "Use of Proceeds";

          (i) To use its best efforts to have the Shares approved for quotation
     on the Nasdaq National Market ("Nasdaq");

          (j) To file with the Commission such information on Form 10-Q or Form
     10-K as may be required by Rule 463 under the Act; and

          (k) If the Company elects to rely upon Rule 462(b), the Company shall
     file a Rule 462(b) Registration Statement with the Commission in compliance
     with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this
     Agreement; and the Company shall at the time of filing either pay to the
     Commission the filing fee for the Rule 462(b) Registration Statement or
     give irrevocable instructions for the payment of such fee pursuant to Rule
     111(b) under the Act.

           6. The Company and Holding, jointly and severally, covenant and agree
with the several Underwriters that the Company and Holding, jointly and
severally, will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's and Holding's counsel and
accountants in connection with the registration of the Shares under the Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the International Underwriting
Agreement, the Agreement between Syndicates, the Selling Agreement, the Blue Sky
Memorandum, closing documents (including compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Shares; (iii) all expenses in connection with the qualification of the Shares
for offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky survey;
(iv) all fees and expenses in connection with listing the Shares on Nasdaq; (v)
the filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, securing any required review by the National
Association of

<PAGE>   16
                                       16

Securities Dealers, Inc. of the terms of the sale of the Shares; (vi) the cost
of preparing stock certificates; (vii) the cost and charges of any transfer
agent or registrar; 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 Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
stock transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.

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

          (a) The Prospectus shall have been filed with the Commission pursuant
     to Rule 424(b) within the applicable time period prescribed for such filing
     by the rules and regulations under the Act and in accordance with Section
     5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
     462(b) Registration Statement shall have become effective by 10:00 P.M.,
     Washington, D.C. time, on the date of this Agreement; no stop order
     suspending the effectiveness of the Registration Statement or any part
     thereof shall have been issued and no proceeding for that purpose shall
     have been initiated or threatened by the Commission; and all requests for
     additional information on the part of the Commission shall have been
     complied with to your reasonable satisfaction;

          (b) Debevoise & Plimpton, counsel for the Underwriters, shall have
     furnished to you such opinion (a draft of such opinion is attached as Annex
     II(a) hereto), dated such Time of Delivery, with respect to the matters
     covered in paragraphs (i), (ii), (v), (viii) (as to the Stock and the
     Membership Units) and (x) of subsection (c) 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;

          (c) Paul, Hastings, Janofsky & Walker LLP, counsel for the Company and
     Holding, shall have furnished to you their written opinion (a draft of such
     opinion is attached as Annex II(b) hereto), dated such Time of Delivery, in
     form and substance satisfactory to you, to the effect that:

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware; Holding has been duly formed and is validly existing as a
          limited liability company in good standing 

<PAGE>   17
                                       17

          under the laws of the State of Delaware; and each of the Company and
          Holding has power and authority (corporate or other) to own or lease
          its properties and conduct its business as described in the Prospectus
          and to execute, deliver and perform its obligations under this
          Agreement;

               (ii) The Company has an authorized capitalization as set forth
          under the caption "Capitalization" in the Prospectus and all of the
          issued shares of capital stock of the Company have been duly and
          validly authorized and issued and are fully paid and non-assessable,
          and the Shares conform in all material respects to the description
          thereof contained in the Prospectus; the Firm Shares, when issued and
          delivered, against payment thereof as contemplated by this Agreement,
          will be duly and validly authorized and issued, fully paid and
          non-assessable;

               (iii) Holding has an authorized capitalization as set forth in
          the Prospectus, and all of the issued and outstanding Membership Units
          have been duly and validly authorized and issued and are fully paid
          and non-assessable, and the Membership Units conform to the
          description thereof contained in the Prospectus;

               (iv) To the best of such counsel's knowledge and other than as
          set forth in the Prospectus, there are no legal or governmental
          proceedings pending to which the Company, Holding or any of Holding's
          subsidiaries is a party or of which any property of the Company,
          Holding or any of Holding's subsidiaries is the subject which, if
          determined adversely to the Company, Holding or any of Holding's
          subsidiaries, would, individually or in the aggregate, have a Material
          Adverse Effect; and, to the best of such counsel's knowledge and other
          than as set forth in the Prospectus, no such proceedings are overtly
          threatened by governmental authorities or by others;

               (v) This Agreement and the International Underwriting Agreement
          have been duly authorized, executed and delivered by each of the
          Company and Holding;

               (vi) The issue and sale of the Shares being delivered at such
          Time of Delivery by the Company and the compliance by the Company and
          Holding with all of the provisions of this Agreement and the
          International Underwriting Agreement and the consummation of the
          transactions herein and therein contemplated will not, to the best of
          such counsel's knowledge, result in any violation of the provisions of
          the Restated Certificate of Incorporation or Bylaws of the Company or
          the Certificate of Formation or Amended and Restated Limited Liability
          Company Agreement of Holding, or any Federal or New York statute or
          any order, rule or regulation of any Federal or New York State court
          or governmental agency or body having jurisdiction over the Company,
          Holding or Holding's subsidiaries or any of their properties;

<PAGE>   18
                                       18

               (vii) No consent, approval, authorization, order, registration or
          qualification of or with any such court or governmental agency or body
          referred to in paragraph (vi) is required for the issue and sale of
          the Shares or the consummation by the Company and Holding of the
          transactions contemplated by this Agreement and the International
          Underwriting Agreement, except the registration under the Act of the
          Shares, and such consents, approvals, authorizations, registrations or
          qualifications as have been obtained or may be required under state or
          foreign securities or Blue Sky laws in connection with the purchase
          and distribution of the Shares by the Underwriters and the
          International Underwriters;

               (viii) The statements set forth in the Prospectus under the
          captions "Description of Certain Indebtedness," "Description of
          Capital Stock and Membership Units," "Shares Eligible For Future
          Sale," and "Certain United States Tax Consequences for Non-United
          States Holders," insofar as they purport to describe the provisions of
          the laws, documents and arrangements referred to therein, fairly
          summarize such laws and documents in all material respects;

               (ix) After giving effect to the offering and sale of the Shares,
          neither the Company nor Holding will be an "investment company" or an
          entity "controlled" by an "investment company," as such terms are
          defined in the Investment Company Act; and

               (x) The Registration Statement and the Prospectus and any further
          amendments and supplements thereto made by the Company prior to such
          Time of Delivery (other than the financial statements and related
          notes and schedules therein, as to which such counsel need express no
          opinion) comply as to form in all material respects with the
          requirements of the Act and the rules and regulations thereunder,
          although they do not assume any responsibility for the accuracy,
          completeness or fairness of the statements contained in the
          Registration Statement or the Prospectus, except for those referred to
          in the opinion;

               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 Registration Statement or the
          Prospectus, except as described in specified paragraphs of the
          opinion. However, in connection with the preparation by the Company of
          the Registration Statement and the Prospectus, we participated in
          various discussions and meetings with the Underwriters'
          representatives, officers and other representatives of the Company,
          and representatives of the Company's independent public accountants at
          which the contents of the Registration Statement and the Prospectus
          were discussed. No information has come to our attention which causes
          us to conclude that (i) the Registration Statement at the time it
          became effective contained an untrue statement of a material fact or
          omitted to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading, and (ii) the
          Prospectus, or any supplement thereto, on the date it was filed
          pursuant to the Rules and Regulations and as of the date hereof
          contained an untrue statement of a material fact or omitted to state a
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they are made, not
          misleading (except, in each case in respect of the Registration
          Statement or the Prospectus or any supplement thereto, that we express
          no view as to financial statements and notes thereto, financial
          schedules and other financial information included therein and to the
          exhibits to the Registration Statement).


<PAGE>   19
                                       19
          (d) Curtis Shaw, Esq., General Counsel of the Company and Holding,
     shall have furnished to you his written opinion (a draft of such opinion is
     attached as Annex II(c) hereto), dated such Time of Delivery, in form and
     substance satisfactory to you, to the effect that:

               (i) Each subsidiary of Holding listed on a schedule attached to
          such counsel's opinion (the "Charter Subsidiaries") 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 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, are fully
          paid and non-assessable and are owned directly or indirectly by
          Holding, free and clear of all liens, encumbrances, equities or claims
          (such counsel being entitled to rely in respect of the opinion in this
          clause upon opinions of local counsel and in respect to matters of
          fact upon certificates of officers of Holding or its subsidiaries);

               (ii) Each of the Company, Holding 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 in which it owns or
          leases properties or conducts any business so as to require such
          qualification, and is subject to no liability or disability by reason
          of failure to be so qualified in any such jurisdiction, except where
          the failure to be so qualified would not, individually and in the
          aggregate, have a Material Adverse Effect (such counsel being entitled
          to rely in respect of the opinion in this clause upon opinions of
          local counsel and in respect of matters of fact upon certificates of
          officers of the Company, Holding or Holding's subsidiaries);

<PAGE>   20
                                       20


               (iii) The issue and sale of the Shares being delivered at such
          Time of Delivery by the Company and the compliance by the Company and
          Holding with all of the provisions of this Agreement and the
          International Underwriting Agreement and the consummation of the
          transactions herein and therein contemplated will not, to the best of
          his 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 instrument to which the Company, Holding or any of
          Holding's subsidiaries is a party or by which the Company, Holding or
          any of Holding's subsidiaries is bound or to which any of the
          properties or assets of the Company, Holding or any of Holding's
          subsidiaries is bound or to which any of the property or assets of the
          Company, Holding or any of Holding's subsidiaries is subject other
          than such breaches, violations or defaults which would not,
          individually and in the aggregate, have a Material Adverse Effect and
          would not have the effect of preventing the Company or Holding from
          performing any of their respective obligations under this Agreement,
          nor will such action result in any violation of any statute or any
          order, rule or regulation known to such counsel of any court or
          governmental agency or body having jurisdiction over the Company,
          Holding or any of Holding's subsidiaries or any of their properties;


<PAGE>   21
                                       21

               (iv) None of the Company, Holding or any of Holding's
          subsidiaries is (i) in violation of its certificate of incorporation,
          by-laws, 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 material 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 Company, Holding or Holding's 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; and

               (v) To the best knowledge of such counsel and other than as set
          forth in the Prospectus, there are no persons with registration or
          similar rights to have any securities of the Company or Holding
          registered pursuant to the Registration Statement or otherwise
          registered under the Act, and there are no outstanding options,
          warrants or other rights calling for the issuance of, and no
          commitments, plans or arrangements to issue, any securities of the
          Company or Holding or any security convertible into or exchangeable
          for securities of the Company or Holding;

           (e) Cole, Raywid & Braverman, L.L.P., special regulatory counsel to
      the Company and Holding, shall have furnished to you their written opinion
      (a draft of such opinion is attached as Annex II(d) hereto), dated such
      Time of Delivery, in form and substance reasonably satisfactory to you, to
      the effect that:

               (i) The issue and sale of the Shares being delivered at such Time
          of Delivery by the Company and the compliance by the Company and
          Holding with all of the provisions of this Agreement and the
          International Underwriting 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 Company, Holding or any of Holding's subsidiaries or any
          of their properties 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 required under the Cable Acts or any order,
          rule or regulation of the FCC in connection with the issue and sale of
          the Shares being delivered at such Time of Delivery and the compliance
          by the Company and Holding with all of the provisions of this
          Agreement and the International

<PAGE>   22
                                       22

          Underwriting Agreement and the consummation of the transactions herein
          and therein contemplated;

               (iii) The statements set forth in the Prospectus in the "Risk
          Factors" section under the subheading "Risks Related to 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, Holding's and Holding's
          subsidiaries' management, the Company, Holding and Holding's
          subsidiaries hold all FCC licenses for cable antenna relay services
          necessary to conduct the business of the Company, Holding and
          Holding's 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;

               (v) Except as disclosed in the Prospectus 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,
          Holding's and Holding's subsidiaries' management, during the time the
          cable systems of the Company, Holding and Holding's subsidiaries have
          been owned by the Company, Holding and Holding's 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, Holding
          or Holding's 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, Holding or any of Holding's subsidiaries or any cable system
          of the Company, Holding or any of Holding's subsidiaries which could,
          individually or in the aggregate, be reasonably expected to result in
          a Material Adverse Effect;

           (f) Richards, Layton & Finger, special Delaware counsel to the
      Company and Holding, shall have furnished to you their written opinion,
      dated such Time of Delivery, confirming their written opinion, dated
      October 18, 1999, previously delivered to you (a copy of the October 18th
      opinion is attached as Annex II(e) hereto);

<PAGE>   23
                                       23

           (g) On the date of the Prospectus at a time prior to the execution of
      this Agreement, at 9:30 a.m., New York City time, on the effective date of
      any post-effective amendment to the Registration Statement filed
      subsequent to the date of this Agreement and also at each 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, to the effect set forth in Annex I hereto
      (the executed copy of the letters delivered prior to the execution of this
      Agreement are attached as Annex I(a) hereto and a draft of the form of
      letters to be delivered on the effective date of any post-effective
      amendment to the Registration Statement and as of each Time of Delivery is
      attached as Annex I(b) hereto);

           (h) (i) None of the Company, Holding or any of Holding's subsidiaries
      shall have sustained since the date of the latest audited financial
      statements included in the Prospectus 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 Prospectus, and
      (ii) since the respective dates as of which information is given in the
      Prospectus there shall not have been any change in the capital stock,
      limited liability company interests or long-term debt of the Company,
      Holding or any of Holding's 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 Company, Holding and Holding's subsidiaries,
      otherwise than as set forth or contemplated in the Prospectus, the effect
      of which, in any such case described in clause (i) or (ii), is in the
      judgment of the Representatives so material and adverse as to make it
      impracticable or inadvisable to proceed with the public offering or the
      delivery of the Shares being delivered at such Time of Delivery on the
      terms and in the manner contemplated in the Prospectus;

          (i) On or after the date hereof (i) no downgrading shall have occurred
     in the rating accorded the debt securities of any of Holding's subsidiaries
     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 any of Holding's subsidiaries;

          (j) 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 Nasdaq; (ii) a suspension or material limitation in
     trading in the Company's securities on Nasdaq; (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 Representatives makes it

<PAGE>   24
                                       24

     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Shares being delivered at such Time of Delivery on the
     terms and in the manner contemplated in the Prospectus;

          (k) The Shares to be sold at such Time of Delivery shall have been
     duly approved for quotation on Nasdaq;

          (l) The Company has obtained and delivered to the Underwriters
     executed copies of an agreement from the persons and entities named in
     Schedule II hereto, substantially to the effect set forth in Subsection
     5(e) hereof in form and substance satisfactory to you;

          (m) The Company shall have complied with the provisions of Section
     5(c) hereof with respect to the furnishing of prospectuses on the New York
     Business Day next succeeding the date of this Agreement;

          (n) The Company and Holding shall have furnished or caused to be
     furnished to you at such Time of Delivery certificates of officers of the
     Company and Holding satisfactory to you as to the accuracy of the
     representations and warranties of the Company and Holding herein at and as
     of such Time of Delivery, as to the performance by the Company and Holding
     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 (a) and (h) of
     this Section and as to such other matters as you may reasonably request;

          (o) Mr. Paul G. Allen, through Vulcan III, shall have purchased
     additional Membership Units in Holding for a purchase price of $750 million
     at a price per membership unit equal to the net initial public offering
     price for the Shares;

          (p) The Amended and Restated Limited Liability Company Agreement of
     Holding shall have been duly executed and delivered by the parties thereto;

          (q) Charter Investment shall have assigned to the Company all of its
     rights and obligations under the Amended and Restated Management Agreement,
     dated March 17, 1999, between Charter Communications Operating, LLC and
     Charter Investment; the Company and Holding shall have entered into a
     management agreement, as described in the Prospectus; and the Company and
     Charter Investment shall have entered into a services agreement, as
     described in the Prospectus;

          (r) The executive officers identified in the Prospectus as executive
     officers of the Company shall have been duly appointed as officers of the
     Company and the Company shall

<PAGE>   25
                                       25

     have assumed all obligations of Charter Investment under each of their
     employment agreements, if any; and

          (s) Charter Investment shall have assigned to Holding all of its
     rights and obligations under Charter Investment's agreements described in
     the Prospectus as being assigned to Holding.

           8. (a) The Company and Holding, jointly and severally, will indemnify
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter 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 Prospectus, the Registration Statement or the Prospectus, 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 required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the
Company and Holding shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Goldman, Sachs &
Co. expressly for use therein.

           (b) Each Underwriter will indemnify and hold harmless the Company and
Holding against any losses, claims, damages or liabilities to which the Company
and Holding 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 Prospectus, the Registration
Statement or the Prospectus, 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 required to be stated therein 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 Prospectus, the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Goldman, Sachs & Co. expressly for use therein; and will reimburse the
Company and Holding for any legal or other expenses reasonably incurred by the
Company and Holding in connection with investigating or defending any such
action or claim as such expenses are incurred.

<PAGE>   26
                                       26

           (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 Company and Holding shall not be required to indemnify the
Underwriters for any amounts paid or payable by the Underwriters in the
settlement of any action, proceeding or investigation without the written
consent of the Company to such settlement, 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 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 Company and Holding on the one hand and the
Underwriters on the other from the offering of the Shares. 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

<PAGE>   27
                                       27

party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company and Holding on the one hand
and the Underwriters 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 Company and Holding on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Shares purchased under this
Agreement (before deducting expenses) received by the Company and Holding bear
to the total underwriting discounts and commissions received by the Underwriters
with respect to the Shares purchased under this Agreement, in each case as set
forth in the table on the cover page of the Prospectus. 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 Company and Holding on
the one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, Holding and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters 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 Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

           (e) The obligations of the Company and Holding under this Section 8
shall be in addition to any liability which the Company and Holding may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act; and
the obligations of the Underwriters under this Section 8 shall be in addition to
any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the
Company and Holding (including any person who, with his or her consent, is named
in the Registration Statement as about to become a director of the Company) and
to each person, if any, who controls the Company and Holding within the meaning
of the Act.

<PAGE>   28
                                       28

           9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder at a Time of Delivery, you
may in your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six hours
after such default by any Underwriter you do not arrange for the purchase of
such Shares, then the Company 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 Shares on such terms. In the event that,
within the respective prescribed periods, you notify the Company that you have
so arranged for the purchase of such Shares, or the Company notifies you that it
has so arranged for the purchase of such Shares, you or the Company shall have
the right to postpone such 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
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" 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 Shares.

           (b) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the number of
Shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

           (c) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter, the Company or Holding, except for the expenses to
be borne by the Company, Holding and the Underwriters as provided in Section 6

<PAGE>   29
                                       29

hereof and the indemnity and contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

           10. The respective indemnities, agreements, representations,
warranties and other statements of the Company, Holding and the several
Underwriters, 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 Underwriter or any controlling person of any
Underwriter, or the Company, Holding or any officer or director or controlling
person of the Company or Holding, and shall survive delivery of and payment for
the Shares.

           11. If this Agreement shall be terminated pursuant to Section 9
hereof, the Company and Holding shall not then be under any liability to any
Underwriter except as provided in Sections 6 and 8 hereof; but if, for any other
reason, any Shares are not delivered by or on behalf of the Company as provided
herein, the Company and Holding will reimburse the Underwriters through you for
all out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Shares not so delivered,
but the Company and Holding shall then be under no further liability to any
Underwriter in respect of the Shares not so delivered except as provided in
Sections 6 and 8 hereof.

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

           All statements, requests, notices and agreements hereunder shall be
in writing, and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to you as the representatives in care of Goldman,
Sachs & Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention:
Registration Department; and if to the Company or Holding shall be delivered or
sent by mail, telex or facsimile transmission to the address of the Company set
forth in the Registration Statement, Attention: Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or telex
constituting such Questionnaire, which address will be supplied to the Company
by you upon request. Any such statements, requests, notices or agreements shall
take effect at the time of receipt thereof.

           13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company, Holding and, to the extent provided
in Sections 8 and 10 hereof, the

<PAGE>   30
                                       30

officers and directors of the Company and Holding and each person who controls
the Company, Holding or any Underwriter, and their respective heirs, executors,
administrators and successors, and no other person shall acquire or have any
right under or by virtue of this Agreement. No purchaser of any of the Shares
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

           14. Time shall be of the essence of this Agreement. As used herein,
the term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

           15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS 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 counterparts shall together constitute one and the same
instrument.

<PAGE>   31
                                       31

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

                                   Very truly yours,

                                   Charter Communications, Inc.

                                   By:   _____________________________
                                         Name:
                                         Title:

                                   Charter Communications Holding Company, LLC

                                   By:   _____________________________
                                         Name:
                                         Title:

Accepted as of the date hereof:

Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
A. G. Edwards & Sons, Inc.
M. R. Beal & Company


By: _____________________________
      Name:
      Title:

      For themselves and as representatives of the several Underwriters.

<PAGE>   32
                                   SCHEDULE I

<TABLE>
<CAPTION>
                                                                                                   NUMBER OF OPTIONAL
                                                                            TOTAL NUMBER              SHARES TO BE
                                                                                 OF                   PURCHASED IF
                                                                             FIRM SHARES             MAXIMUM OPTION
UNDERWRITER                                                                TO BE PURCHASED              EXERCISED
-----------                                                                ---------------              ---------
<S>                                                                        <C>                     <C>
Goldman, Sachs & Co....................................................
Bear, Stearns & Co. Inc................................................
Morgan Stanley & Co. Incorporated......................................
Donaldson, Lufkin & Jenrette Securities Corporation....................
Merrill Lynch, Pierce, Fenner & Smith Incorporated.....................
Salomon Smith Barney Inc...............................................
A. G. Edwards & Sons, Inc..............................................
M. R. Beal & Company...................................................
[Names of other Underwriters]..........................................


       Total...........................................................

</TABLE>


<PAGE>   33
                                   SCHEDULE II

Charter Investment, Inc.
Vulcan Cable III Inc.
Paul G. Allen
William D. Savoy
Jerald L. Kent
David G. Barford
Mary Pat Blake
Eric A. Freesmeier
Thomas R. Jokerst
Kent D. Kalkwalf
Ralph G. Kelly
David L. McCall
John C. Pietri
Steven A. Schumm
Curtis S. Shaw
Steven E. Silva
Ronald L. Nelson
Nancy B. Peretsman
Howard L. Wood
Marc B. Nathanson
Barry L. Babcock
Thomas R. Schaeffer, Jr.
J. Christian Fenger
Gene F. Knoblauch
David Kelly
John E. Fuhler
Timothy S. Morrison
Ennis C. Whitehead III
David B. Miller
Farrell Moseley
David O. Niswonger III
Paul W. Sly
Peter M. Cirelli
Edward J. Glaser
Laurie A. Nicholson
George C. Rosehart
Patrick J. Hayes
Vernon C. Kahler
Raymond Kowalinski
John Santangelo
Wesley E. Hart
Patricia J. Busby
Hugh Maceachern
Donald J. Vollmayer, Jr.

<PAGE>   34
                                       34


Susan E. McLaughlin
Terry M. Cordova
Patrick M. Murphy
Larry F. Schutz
Nicholas L. Theroux
Paul R. Estes
Eloise A. Engman
Heather L. Wood
John R. McFerron
Don R. Johnson
Dorothy A. Ewing
Richard A. Lang
Melvin Z. Bryant
Peter P. Eliason
James A. Holanda
Joshua L. Jamison
Ronald M. Johnson
Michael D. McDonald
Robert A. Schwietz
Davis J. Warehime
Susie C. Holliday
Patricia L. McCaskill
Trudi M. Foushee
Marcy A. Lifton
Linda C. Reisner
Celeste M. Vossmeyer
Thomas M. Degnan
Mark J. Bogart
Joseph A. Carnicia
James C. Rice
Julie M. Maune

<PAGE>   35
                                                                         ANNEX I

                             FORM OF COMFORT LETTER

           Pursuant to Section 7(d) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:

           (i) They are independent certified public accountants with respect to
the Company, Holding and Holding's subsidiaries within the meaning of the Act
and the applicable published rules and regulations thereunder;

           (ii) In their opinion, the financial statements and any supplementary
financial information and schedules (and, if applicable, financial forecasts
and/or pro forma financial information) examined by them and included in the
Prospectus or the Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the Act and the related
published rules and regulations thereunder; and, if applicable, they have made a
review in accordance with standards established by the American Institute of
Certified Public Accountants of the unaudited consolidated interim financial
statements, selected financial data, pro forma financial information, financial
forecasts and/or condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter, as indicated
in their reports thereon, copies of which have been furnished separately to the
representatives of the Underwriters (the "Representatives");

           (iii)They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus as indicated in
their reports thereon copies of which [have been separately furnished to the
Representatives][are attached hereto] and on the basis of specified procedures
including inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited condensed
consolidated financial statements referred to in paragraph (vi)(A)(i) below
comply as to form in all material respects with the applicable accounting
requirements of the Act and the related published rules and regulations, nothing
came to their attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act and the related
published rules and regulations;

           (iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included in the Prospectus agrees with the
corresponding amounts (after restatements where applicable) in the audited
consolidated financial statements for such five fiscal years which were

<PAGE>   36
included or incorporated by reference in the Company's Annual Reports on Form
10-K for such fiscal years;

           (v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and on the
basis of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused them to believe
that this information does not conform in all material respects with the
disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of
Regulation S-K;

           (vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim financial
statements of the Company and Holding and its subsidiaries, inspection of the
minute books of the Company and Holding and its subsidiaries since the date of
the latest audited financial statements included in the Prospectus, inquiries of
officials of the Company and Holding and its subsidiaries responsible for
financial and accounting matters and such other inquiries and procedures as may
be specified in such letter, nothing came to their attention that caused them to
believe that:

                (A) (i) the unaudited consolidated statements of income,
           consolidated balance sheets and consolidated statements of cash flows
           included in the Prospectus do not comply as to form in all material
           respects with the applicable accounting requirements of the Act and
           the related published rules and regulations, or (ii) any material
           modifications should be made to the unaudited condensed consolidated
           statements of income, consolidated balance sheets and consolidated
           statements of cash flows included in the Prospectus for them to be in
           conformity with generally accepted accounting principles;

                (B) any other unaudited income statement data and balance sheet
           items included in the Prospectus do not agree with the corresponding
           items in the unaudited consolidated financial statements from which
           such data and items were derived, and any such unaudited data and
           items were not determined on a basis substantially consistent with
           the basis for the corresponding amounts in the audited consolidated
           financial statements included in the Prospectus;

                (C) the unaudited financial statements which were not included
           in the Prospectus but from which were derived any unaudited condensed
           financial statements referred to in clause (A) and any unaudited
           income statement data and balance sheet items included in the
           Prospectus and referred to in clause (B) were not determined on a
           basis substantially consistent with the basis for the audited
           consolidated financial statements included in the Prospectus;

<PAGE>   37
                (D) any unaudited pro forma consolidated condensed financial
           statements included in the Prospectus do not comply as to form in all
           material respects with the applicable accounting requirements of the
           Act and the published rules and regulations thereunder or the pro
           forma adjustments have not been properly applied to the historical
           amounts in the compilation of those statements;

                (E) as of a specified date not more than five days prior to the
           date of such letter, there have been any changes in the consolidated
           capital stock (other than issuances of capital stock upon exercise of
           options and stock appreciation rights, upon earn-outs of performance
           shares and upon conversions of convertible securities, in each case
           which were outstanding on the date of the latest financial statements
           included in the Prospectus) or any increase in the consolidated
           long-term debt of the Company, Holding and Holding's subsidiaries, or
           any decreases in consolidated net current assets or stockholders'
           equity or other items specified by the Representatives, or any
           increases in any items specified by the Representatives, in each case
           as compared with amounts shown in the latest balance sheet included
           in the Prospectus, except in each case for changes, increases or
           decreases which the Prospectus discloses have occurred or may occur
           or which are described in such letter; and

                (F) for the period from the date of the latest financial
           statements included in the Prospectus to the specified date referred
           to in clause (E) there were any decreases in consolidated net
           revenues or operating profit or the total or per share amounts of
           consolidated net income or other items specified by the
           Representatives, or any increases in any items specified by the
           Representatives, in each case as compared with the comparable period
           of the preceding year and with any other period of corresponding
           length specified by the Representatives, except in each case for
           decreases or increases which the Prospectus discloses have occurred
           or may occur or which are described in such letter; and

           (vii) In addition to the examination referred to in their report(s)
included in the Prospectus and the limited procedures, inspection of minute
books, inquiries and other procedures referred to in paragraphs (iii) and (vi)
above, they have carried out certain specified procedures, not constituting an
examination in accordance with generally accepted auditing standards, with
respect to certain amounts, percentages and financial information specified by
the Representatives, which are derived from the general accounting records of
the Company, Holding and Holding's subsidiaries, which appear in the Prospectus,
or in Part II of, or in exhibits and schedules to, the Registration Statement
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the
Company, Holding and Holding's subsidiaries and have found them to be in
agreement.