Charter Communications, Interlink Communications Partners And Rifkin Acquisition Partners Announces Transactions

(DENVER, COLORADO), February 16, 1999 - Charter Communications ("Charter"), InterLink Communications Partners, LLLP ("InterLink") and Rifkin Acquisition Partners, L.L.L.P. ("RAP") today announced the planned acquisition by Charter of all outstanding ownership interests in InterLink and RAP and the assumption of all business activities of these two cable television partnerships which collectively serve over 460,000 customers in 18 states. Charter will effect the transactions through the purchase of all direct and indirect ownership interests in InterLink and RAP and the assumption of outstanding InterLink and RAP debt.

InterLink Communications Partners, LLLP owns cable systems which currently serve over 270,000 customers. InterLink's largest system groups include: the single headend system serving 43,000 customers in Miami Beach, systems in Virginia and West Virginia serving over 120,000 customers, systems in Illinois and Indiana serving nearly 45,000 customers and systems in New Mexico serving nearly 22,000 customers. R&A Management, LLC, the successor to the cable management activities of Rifkin & Associates, Inc., manages the InterLink cable properties. InterLink's owners include Monroe Rifkin, ING Equity Partners and Willis Stein & Partners.

Rifkin Acquisition Partners, L.L.L.P. owns cable systems that serve over 190,000 customers in three geographic clusters, including the single headend system serving over 60,000 customers in suburban Atlanta, systems in central Tennessee serving over 108,000 customers and systems in southern Illinois serving approximately 23,000 customers. R&A Management also manages the RAP cable properties. RAP's owners include VS&A Communications Partners, InterLink, PaineWebber and Monroe Rifkin.

"This is Charter's largest deal to date in 1999," said Jerald L. Kent, President and CEO of St. Louis-based Charter. "This transaction enhances Charter's clustering strategy while allowing us to develop a presence in growing markets," said Kent. "The newly acquired properties in the southeast, when combined with our recent InterMedia transaction, will triple the size of our operations in Tennessee thereby allowing us to serve nearly 400,000 customers and will double the size of our presence in Georgia to 250,000 customers. The systems have been well-managed and we look forward to a seamless transition."

Kevin B. Allen, CEO of R&A Management, LLC said, "Today's announcement speaks volumes about the quality of the InterLink and RAP properties we manage and the tremendous upside potential of these markets. Charter has set itself apart as a true innovator in the industry and I can think of no one better equipped to carry on the tradition we have set in bringing advanced communications services to exurban communities."

The parties expect to finalize definitive agreements very quickly. Charter, InterLink and RAP expect that the transactions, which are contingent upon regulatory and other approvals, will close during the third quarter of 1999. Financial terms of the transactions are not being disclosed.

In addition to these transactions, Charter and R&A Management are negotiating the terms of a potential joint venture among the two organizations to consolidate and operate cable systems in non-core Charter markets. R&A Management would provide management services to this potential joint venture. R&A Management will continue to operate cable systems serving approximately 100,000 customers.

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. Charter will be the nation's seventh largest cable operator.

Thomas MacCrory of Communications Equity Associates initiated this transaction and is advising Charter Communications in the negotiations.