Charter Communications, Inc. 55,088,700 Shares Class A Common Stock ($.001 par value) Underwriting AgreementUnderwriting Agreement • February 15th, 2006 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
Charter Communications, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue to Citigroup Global Markets Inc. (the “Underwriter”) 55,088,700 shares of Class A Common Stock, $.001 par value (“Common Stock”) of the Company (said shares to be issued by the Company being hereinafter called the “Underwritten Securities”) in a “best efforts” offering as described in a registration statement (file number 333-130898) on Form S-1, as amended, including a related preliminary prospectus, for registration under the Act of the offering and sale of the Underwritten Securities (the “Registration Statement”). The Underwritten Securities are being issued pursuant to a Share Lending Agreement, dated November 22, 2004, among the Company, the Underwriter and certain other parties (the “Share Lending Agreement”). Certain terms used herein are defined in Section 17 hereof.
