0001091667-03-000038 Sample Contracts

Contract
Cci Senior Notes Exchange Agreement • September 26th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York

This CCI SENIOR NOTES EXCHANGE AGREEMENT (the "Agreement") is entered into as of the 18th day of September, 2003, by and among Charter Communications, Inc., a Delaware corporation ("CCI"), CCH II, LLC, a Delaware limited liability company ("CCH II"), CCH II Capital Corp., a Delaware corporation ("Capital" and, together with CCH II, the "CCH II Issuers"), and each of the affiliated holders listed on the schedules hereto (each a "Holder" and, collectively, the "Holders"), with reference to the following facts (capitalized terms used but not otherwise defined herein shall have the meanings set forth in Exhibit A hereto):

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HOLDINGS SENIOR NOTES EXCHANGE AGREEMENT
Holdings Senior Notes Exchange Agreement • September 26th, 2003 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York

This HOLDINGS SENIOR NOTES EXCHANGE AGREEMENT (the "Agreement") is entered into as of the 18th day of September, 2003, by and among CCH II, LLC, a Delaware limited liability company ("CCH II"), CCH II Capital Corp., a Delaware corporation ("Capital" and, together with CCH II, the "CCH II Issuers"), Charter Communications Holdings, LLC, a Delaware limited liability company ("Holdings LLC"), Charter Communications Holdings Capital Corporation, a Delaware corporation ("Holdings Capital" and, together with Holdings LLC, "Holdings"), and each of the affiliated holders listed on the schedules hereto (each a "Holder" and, collectively, the "Holders"), with reference to the following facts (capitalized terms used but not otherwise defined herein shall have the meanings set forth in Exhibit A hereto):

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