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FIRST AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND CONTRIBUTION AGREEMENT ("Amendment") is made and entered into as of June 22, 1999 by and among Charter Communications, hie., a Delaware corporation ("CCI"), Charter Communications Holding Company, LLC, a Delaware limited liability company ("Chatter LLC"), Falcon Communications, L.P., a California limited partnership ("Falcon'), Falcon Holding Group, L.P., a Delaware limited partnership C FHGLP"), TCI Falcon Holdings, LLC, a Delaware limited liability company ('"fCr'), Falcon Cable Trust, a California trust ("FC Trust"), Falcon Holding Group, Inc., a California corporation ("FHGI" ), and DHN Inc., a California corporation (" DHN") (FHGLP, TCI, FC Trust, FHGI and DHN are sometimes referred to herein as "Sellers"). PRELIMINARY STATEMENT A. CCI, Falcon, and Sellers entered into the Purchase and Contribution Agreement on May 26, 1999 (the "Purchase and Contribution Agreement"). B. The parties hereto desire to modify the Purchase and Contribution Agreement in certain respects as described herein. Section 11.9 of the Purchase and Contribution Agreement provides that the Purchase and Contribution Agreement may be amended; provided that any such amendment will be binding on the parties prior to Closing only if set forth in a writing executed by them. C. Section 11.3 of the Purchaseand Contribution Agreement permits CCI to assign its rights, but not its obligations, under the Purchase and Contribution Agreement to an Affiliate of CCI under certain circumstances. CCI desires to assign its rights to purchase the Purchased Interests under the Purchase and Contribution Agreement to Charter LLC, and Charter LLC is willing to accept such assignment and assume the obligations of CCI under the Purchase and Contribution Agreement. Sellers consent to such assignment of CCI's rights to Charter LLC on the terms and conditions set forth herein. NOW, THEREFORE, the parties hereto agree as follows: 1. Except as otherwise provided in this Amendment, all capitalized terms used herein and not otherwise defined herein shall have the same meanings assigned to them in the Purchase and Contribution Agreement. As used in the Purchase and Contribution Agreement, the tens "Charter LLC" shall have the meaning given to it in this Amendment. 2. Subject to the terms set forth herein, (a) CCI assigns, transfers and conveys to Charter LLC any and all rights of CCI under the Purchase and Contribution Agreement to purchase the Purchased Imerests; (b) Charter LLC accepts such assignment and assumes and undertakes to discharge, satisfy and perform all obligations of CCI under the Purchase and Contribution Agreement; and (c) Sellers consent to such assignment. This assignment and assumption shall not (i) relieve CCI ofany liability or obligation as Buyer under the Purchase and Contribution Agreement; or (it) deprive Sellers of any rights or benefits under the Purchase and Contribution Agreement. Upon such assigmnem, the term's.ye' as used in the Purchase