DEALER MANAGER AGREEMENTDealer Manager Agreement • August 29th, 2007 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
This dealer manager agreement (this “Agreement”) will confirm the understanding among Charter Communications Holding Company, LLC, a Delaware limited liability company (“Charter Holdco”), Citigroup Global Markets Inc. (“Citigroup”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”, and together with Citigroup, the “Dealer Managers”) pursuant to which Charter Holdco has retained Citigroup and Morgan Stanley to act as the Dealer Managers on the terms and subject to the conditions set forth herein, in connection with the proposed offer to exchange up to $309,375,000 aggregate principal amount of the outstanding 5.875% Convertible Senior Notes due 2009 (the “Outstanding Notes”) of Charter Communications, Inc., a Delaware corporation (“CCI” and together with Charter Holdco, the “Charter Companies”), validly tendered in the Exchange Offer (as defined below) and not validly withdrawn for up to $595,082,000 new 7.00% Convertible Senior Notes due 2027 of CCI (the “New Notes”) convertible
