CHARTER COMMUNICATIONS, INC.Due 2009 Purchase Agreement • November 23rd, 2004 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
Charter Communications, Inc, a corporation organized under the laws of Delaware (the "Issuer"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Purchasers"), for whom you (the "Representatives") are acting as representatives, $750,000,000 original principal amount of its 5.875% Convertible Notes Due 2009 (the "Firm Securities"). The Issuer also proposes to grant to the Purchasers an option to purchase up to $112,500,000 additional original principal amount of such Securities (the "Option Securities" and, together with the Firm Securities, the "Securities") solely for the purpose of covering over-allotments. The Securities are convertible into shares of Class A Common Stock, par value $.001 per share (the "Common Stock") of the Issuer at the conversion price set forth herein (as so converted, the "Converted Common Stock"). The Securities are to be issued under an indenture (the "Indenture"), to be dated as of the Time of Delivery, between the Issuer an
