Membership Interests Purchase Agreement

MEMBERSHIP INTERESTS PURCHASE AGREEMENT


This Membership Interests Purchase Agreement is entered into as of July 22, 1999, by and between CHARTER COMMUNICATIONS HOLDING COMPANY, LLC, a Delaware limited liability company (the "COMPANY") and PAUL G. ALLEN, an individual ("BUYER") with reference to the following facts.


W I T N E S S E T H


A. The Company is authorized to issue membership interests representing equity interests in the Company ("Membership Interests");


B. The Company currently has outstanding 217,585,246 Units of Membership Interests ("Units") and has granted options to purchase another 17,218,976 Units;


C. On March __, 1999, Buyer and Charter Communications Holding Company, LLC, now a wholly-owned subsidiary of the Company, agreed that Buyer would commit to invest $1.325 billion in additional equity, as needed, on economic terms equivalent to those stated herein.


D. The Company wishes to have Buyer or one of his affiliates purchase an aggregate of $1.325 billion in Units on the terms and conditions set forth herein in order to facilitate (a) the consummation of certain pending acquisitions by the Company; and (b) the sale by the Company of Units to Charter Communications, Inc. ("CCI") in a contemplated initial public offering by CCI, and the sale by CCI to Buyer of certain shares of its Class B Common Stock having characteristics no less favorable to Buyer than those reflected in the Registration Statement on Form S-1 of CCI dated July __, 1999; and


Buyer desires to subscribe for and purchase the additional Units of Membership Interests on the terms and conditions set forth herein.


A G R E E M E N T


NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the Company and Buyer hereby agree as follows:


1. Purchase and Sale of Membership Interests. On the terms and subject to the conditions contained in this Agreement, the Company hereby agrees to issue and sell to Buyer or his designee, and Buyer hereby agrees to purchase or cause to be purchased from the Company, (a) at the First Closing (as defined below), 22,087,622 Units for an aggregate purchase price of Five Hundred Million Dollars ($500,000,000.00) (the "FIRST ISSUANCE ACQUIRED MEMBERSHIP INTERESTS"), and (b) at the Second Closing (as defined below), an additional 36,445,577 Units for an aggregate purchase price of Eight Hundred Twenty-Five Million Dollars ($825,000,000.00) (the "SECOND ISSUANCE ACQUIRED MEMBERSHIP INTERESTS", and collectively with the First Issuance Acquired Membership Interests, the "Acquired Membership Interests")).


-1- 2
2. Closing; Deliveries.


(a) First Closing. The closing of the purchase and sale of the First Issuance Acquired Membership Interests (the "FIRST CLOSING") shall occur at the offices of Irell & Manella LLP ("I&M"), 1800 Avenue of the Stars, Suite 900, Los Angeles, California 90067, on a date on or before July 30, 1999 to be agreed upon by the Company and Buyer. At the First Closing, the Company shall deliver to Buyer or his designee one or ...