SENIOR NOTES EXCHANGE AGREEMENTSenior Notes Exchange Agreement • May 12th, 2006 • Renaissance Media Group LLC • Cable & other pay television services • New York
This SENIOR NOTES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 13, 2006, by and among Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the “CCO Issuers”), Renaissance Media (Louisiana) LLC, a Delaware limited liability company (“Louisiana”), Renaissance Media (Tennessee) LLC, a Delaware limited liability company ("Tennessee"), Renaissance Media Capital Corporation, a Delaware corporation (together with Louisiana and Tennessee, the “Renaissance Issuers”), and Citadel Equity Fund Ltd(the “Holder”), with reference to the following facts (capitalized terms used but not otherwise defined herein shall have the meanings set forth in Exhibit A hereto):
