Charter Communications Announces Acquisition of Renaissance Media

Will Gain Approximately 130,000 Customers In Tennessee, Louisiana, Mississippi

ST. LOUIS, MO, FEBRUARY 24, 1999 - Charter Communications, a Wired World Company, today announced that it has signed a definitive agreement to acquire Renaissance Media Group, LLC, serving approximately 130,000 customers in Louisiana near New Orleans, in western Mississippi and in the Jackson, Tennessee area. This transaction is St. Louis-based Charter's fifth acquisition announcement in the last month.

Renaissance Media, headquartered in Ferndale, NY, was formed in 1997 by Morgan Stanley Dean Witter Capital Partners and a group of cable television industry executives. Renaissance Media's cable systems in the communities of St. Tammany, LaFourche, St. Landry and Point Coupee in Louisiana; Picayune, Mississippi and Jackson, Tennessee are included in the Charter acquisition.

In the last few weeks, Charter has announced transactions that would triple the size of its operations in Tennessee. The addition of approximately 30,000 new customers in Jackson, Tennessee brings Charter's total customer base in Tennessee to approximately 430,000. The addition of the Renaissance Media Louisiana systems, located between systems Charter currently operates in Hammond and Bogalusa, doubles Charter's presence in that state.

"Acquiring these strong, well-managed systems broadens our strategic objectives, " said Jerald L. Kent, President and CEO of Charter Communications. "These are areas in which we have operated in the past. We know and respect the communities and the way they do business."

Charter has recently announced that it will acquire systems in Southern California from American Cable Entertainment with 68,000 customers, exchange systems with InterMedia in the Southeast to gain approximately 260,000; and acquire operations from Rifkin & Associates, Inc. in Miami Beach, Tennessee, Virginia and West Virginia with 460,000 customers. On Thursday, Charter announced an agreement with Greater Media that would add 173,000 customers in Massachusetts.

Renaissance Media CEO Fred Schulte noted that his company's systems fit well with existing Charter properties and those systems Charter is now acquiring. "We have high regard for Charter's management team. Charter's growing market presence can only serve to speed the delivery of advanced telecommunications services in the communities served by Renaissance Media," Schulte said.

"In the last month, Charter has added more than 1 million customers, predominately in areas in which we currently operate. We believe this moves Charter to sixth place on the list of the country's largest cable operators," said Kent. "Our growth is accelerating our ability to not only bring our customers the next level of service, but to implement the Wired World that Paul Allen envisions."

Charter Communications, a Wired World Company, was founded in 1993 and has achieved customer growth that is twice the industry average. Headquartered in St. Louis, the company was ranked as the eighth fastest growing company in the country by Inc. magazine for its 1998 Inc. 500 list. Charter was acquired by investor and Microsoft co-founder Paul G. Allen in late 1998 and is in the process of combining with Marcus Cable.

Morgan Stanley Dean Witter Capital Partners (MSDWCP) is the private equity investment unit of Morgan Stanley Dean Witter & Co. On behalf of its investors, MSDWCP has invested more than $2.8 billion over the past fourteen years in more than 60 companies including Renaissance Media.

The Renaissance Media companies were assisted in this sale to Charter by Morgan Stanley Dean Witter & Co. and Waller Capital Corporation.