DEALER MANAGER AGREEMENT

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                                                                     Exhibit 1.1



                      DEALER MANAGER AGREEMENT (Registered)


August 11, 2006


CCH II, LLC
CCH II Capital Corp.
CCHC, LLC
12405 Powerscourt Drive
St. Louis, Missouri  63131

Attention:  Grier Raclin

Ladies and Gentlemen:

              This dealer manager agreement (this "Agreement") will confirm the
understanding among CCH II, LLC, a Delaware limited liability company ("CCH
II"), CCH II Capital Corp., a Delaware corporation ("CCH II Capital"), and CCHC,
LLC, a Delaware limited liability company ("CCHC", and together with CCH II and
CCH II Capital, the "Charter Companies"), Banc of America Securities LLC ("BAS")
and Citigroup Global Markets Inc. ("Citigroup") (collectively, the "Dealer
Managers") pursuant to which the Charter Companies have retained BAS and
Citigroup to act as the representatives of the Dealer Managers on the terms and
subject to the conditions set forth herein, in connection with the proposed
offers to exchange up to $450,000,000 aggregate principal amount of the
outstanding 5.875% Convertible Notes due 2009 of Charter Communications, Inc.
("CCI") (the "Outstanding Notes") validly tendered in the Exchange Offer (as
defined below) and not validly withdrawn for cash (the "Cash Consideration"),
CCI Class A Common Stock, par value $0.001 (the "Class A Common Stock") and new
Senior Notes of CCH II and CCH II Capital (the "New CCH II Notes," and together
with the Class A Common Stock, the "New Securities"; the New Securities and the
Cash Consideration are collectively referred to as the "Exchange Offer
Consideration") to be issued pursuant to the terms of an indenture (the "CCH II
Indenture") dated as of September 23, 2003, among CCH II and CCH II Capital, as
issuers, and Wells Fargo Bank, National Association, as trustee (the "CCH II
Trustee").

              The offer to exchange listed above (hereinafter referred to as the
"Exchange Offer") will be made on the terms and subject to the conditions set
forth in the Prospectus, attached hereto as Exhibit A, and the Letter of
Transmittal (the "Letter of Transmittal"), attached hereto as Exhibit B. The
date on which the New Securities are issued pursuant to the Exchange Offer shall
be referred to herein as the "Exchange Date." This agreement between the Charter
Companies and the Dealer Managers as set forth herein shall hereinafter be
referred to as the "Agreement," and all references to "Holders" of Outstanding
Notes refer to holders of the Outstanding Notes who have validly tendered and
not validly withdrawn their Outstanding Notes in the Exchange Offer.


                                      E-1
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              This Agreement, the New CCH II Notes (and any guarantee endorsed
thereon), the CCH II Indenture and the Class A Common Stock shall be referred to
collectively as the "Transaction Documents."

              SECTION 1. Engagement. Subject to the terms and conditions set
forth herein:

              (a) The Charter Companies hereby retain the Dealer Managers, and
    subject to the terms and conditions hereof, the Dealer Managers agree to
    act, as the exclusive Dealer Managers to the Charter Companies in connection
    with the Exchange Offer until the date on which the Exchange Offer expires
    or is earlier terminated in accordance with its terms. The Dealer Managers
    will advise the Charter Companies with respect to the terms and timing of
    the Exchange Offer. The Dealer Managers agree that they will not furnish
    written information other than the Offering Documents (defined below) to the
    Holders in connection with the Exchange Offer without the prior written
    consent of the Charter Companies. The Charter Companies authorize the Dealer
    Managers, in accordance with their customary practices and consistent with
    industry practice, to communicate generally regarding the Exchange Offer
    with the Holders and their authorized agents in connection with the Exchange
    Offer.

              (b) The Charter Companies acknowledge that the Dealer Managers
    have been retained solely to provide the services set forth in this
    Agreement. In rendering such services, the Dealer Managers shall act as
    independent contractors, and any duties of the Dealer Managers arising out
    of their engagement hereunder shall be owed solely to the Charter Companies.
    The Charter Companies also acknowledge that, except as provided in Sections
    1(a) and 1(d) hereof, (i) the Dealer Managers shall not be deemed to act as
    agents of the Charter Companies or any of their affiliates (except that in
    any jurisdiction in which the Exchange Offer is required to be made by a
    registered licensed broker or dealer, it shall be deemed made by the Dealer
    Managers on behalf of the Charter Companies), and neither the Charter
    Companies nor any of their affiliates shall be deemed to act as the agent of
    the Dealer Managers and (ii) no securities broker, dealer, bank, trust
    company or nominee shall be deemed to act as the agent of the Dealer
    Managers or as the agent of the Charter Companies or any of their
    affiliates, and the Dealer Managers shall not be deemed to act as the agent
    of any securities broker, dealer, bank, trust company or nominee. The Dealer
    Managers shall not have any liability in tort, contract or otherwise to the
    Charter Companies or to any of the Charter Companies' affiliates for any act
    or omission on the part of any securities broker, dealer, bank, trust
    company or nominee except to the extent that such liability is finally
    judicially determined by a court of competent jurisdiction to have resulted
    from the gross negligence, bad faith, knowing violation of law or the
    willful misconduct of the Dealer Managers, respectively.

              (c) The Charter Companies acknowledge that each of the Dealer
    Managers and their affiliates are engaged in a broad range of securities
    activities and financial services. In the ordinary course of the Dealer
    Managers' business, the Dealer Managers or their affiliates (i) may at any
    time hold long or short positions, and may trade or otherwise effect
    transactions, for the Dealer Managers' own accounts or the accounts of
    customers, in debt or equity securities of the Charter Companies, their
    affiliates or any other company that may be involved in the transactions
    contemplated hereby and (ii) may at

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    any time be providing or arranging financing and other financial services to
    companies that may be involved in a competing transaction. Each of the
    Charter Companies acknowledges and agrees that in connection with all
    aspects of each transaction contemplated by this Agreement, the Charter
    Companies and the Dealer Managers, have an arm's-length business
    relationship that creates no fiduciary duty on the part of the Dealer
    Managers, and each expressly disclaims any fiduciary relationship.

              (d) The Dealer Managers agree, in accordance with their customary
    practice and consistent with industry practice for investment banking
    concerns of national standing and in accordance with the terms of the
    Exchange Offer, to perform those services in connection with the Exchange
    Offer as are customarily performed by dealer managers and solicitation
    agents in connection with similar transactions of a like nature, including,
    without limitation, using all reasonable efforts to solicit the Holders of
    Outstanding Notes sought to be exchanged by the Charter Companies pursuant
    to the Exchange Offer, communicating generally regarding the Exchange Offer
    with securities brokers, dealers, banks, trust companies and nominees and
    other Holders, and participating in meetings with, furnishing information
    to, and assisting the Charter Companies in negotiating with Holders.

              (e) The Charter Companies shall arrange for Global Bondholder
    Services Corporation to act as exchange agent (the "Exchange  Agent")      
    in connection with the Exchange Offer and, as such, to advise the Dealer
    Managers at least daily as to such matters relating to the Exchange Offer
    as the Dealer Managers may request. The Charter Companies shall request The
    Depository Trust Company ("DTC") to provide the Dealer Managers with copies
    of the records or other lists showing the names and addresses of, and
    principal amounts of Outstanding Notes held by, the holders of such
    Outstanding Notes as of a recent date and shall, from and after such date,
    request DTC to advise the Dealer Managers from day to day during the
    pendency of the Exchange Offer of all transfers of such Outstanding Notes,
    such notification consisting of the names and addresses of the transferor
    and transferee of any Outstanding Notes and the date of such transfer. The
    Charter Companies will arrange for Global Bondholder Services Corporation
    to act as information agent and depositary (the "Information Agent") in
    connection with the Exchange Offer and shall direct the Information Agent
    to advise the Dealer Managers at least daily as to such matters relating to
    the Exchange Offer as the Dealer Managers may reasonably request. In
    addition, the Charter Companies hereby authorize the Dealer Managers to
    communicate with the Information Agent with respect to matters relating to
    the Exchange Offer.

              (f) The Charter Companies shall request the trustee or registrar
    for the Outstanding Notes to furnish the Dealer Managers, as soon as
    practicable, with cards or lists or copies thereof showing the names of
    persons who were the Holders of record of Outstanding Notes as of the date
    or dates specified by the Dealer Managers and the beneficial Holders of the
    Outstanding Notes as of such date or dates, together with their addresses
    and the principal amount of Outstanding Notes beneficially held by them. In
    addition, the Charter Companies shall update such information from time to
    time during the term of this Agreement as reasonably requested by the Dealer
    Managers, but only to the extent such information is reasonably available to
    the Charter Companies within the time constraints

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    specified. The Dealer Managers agree to use such information only in
    connection with the Exchange Offer and not to furnish such information to
    any persons except in connection with the Exchange Offer and in accordance
    with Section 9 hereof.



              (g) The Charter Companies have prepared and filed with the
    Securities and Exchange Commission (the "SEC"), under the Securities Act of
    1933, as amended, and the rules and regulations of the Commission
    promulgated thereunder (collectively, the "Act"), a registration statement
    on Form S-4 (Reg. No. [- ]), including the Prospectus, covering the
    registration of the New Securities. The term "Registration Statement," as
    used in this Agreement, shall mean such registration statement, including
    the exhibits thereto and any documents incorporated by reference therein, in
    the form in which it becomes effective and, in the event of any amendment or
    supplement thereto after the effective date of such registration statement,
    shall also mean such registration statement as so amended or supplemented.
    The final prospectus included in the Registration Statement (including any
    documents incorporated in the Prospectus by reference) is herein called the
    "Prospectus," except that if the final prospectus furnished to the Dealer
    Managers for use in connection with the Exchange Offer differs from the
    prospectus set forth in the Registration Statement (whether or not such
    prospectus is required to be filed pursuant to Rule 424(b)), the term
    "Prospectus" shall refer to the final prospectus furnished to the Dealer
    Managers for such use. The terms "supplement" and "amendment" or
    "supplemented" and "amended" as used herein with respect to the Prospectus
    shall include all documents deemed to be incorporated by reference in the
    Prospectus that are filed subsequent to the date thereof and prior to the
    termination of the Exchange Offer by the Charter Companies with the SEC
    pursuant to the Securities Exchange Act of 1934, as amended, and the rules
    and regulations of the SEC promulgated thereunder (the "Exchange Act").


              (h) The Charter Companies have prepared and filed, or agree that
    prior to or on the date of commencement of the Exchange Offer (the
    "Commencement Date") they will file, with the SEC under the Exchange Act a
    Tender Offer Statement on Schedule TO with respect to the Exchange Offer,
    including the required exhibits thereto and any documents incorporated by
    reference therein. The term "Schedule TO" as used in this Agreement shall
    mean such Tender Offer Statement on Schedule TO, including any amendment or
    supplement thereto.

              (i) The Registration Statement, the Prospectus, the Schedule TO,
    the related letters from the Charter Companies to securities brokers,
    dealers, commercial banks, trust companies and other nominees, letters for
    use by brokers to clients holding Outstanding Notes, letters to beneficial
    owners of Outstanding Notes, the Letter of Transmittal and any newspaper
    announcements, press releases and other offering materials, including any
    written communication filed with the SEC pursuant to Rule 425 under the Act,
    and information the Charter Companies may use, publicly disseminate or
    authorize for use in connection with the Exchange Offer (as they may be
    amended or supplemented and including any documents incorporated by
    reference therein) are herein collectively referred to as the "Offering
    Documents."

              (j) The Offering Documents have been or will be prepared and
    approved by, and are the sole responsibility of, the Charter Companies. The
    Charter Companies shall,

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    to the extent permitted by law, use commercially reasonable efforts to
    disseminate the Offering Documents to each registered holder of any
    Outstanding Notes, on or as soon as practicable after the Commencement Date,
    pursuant to Rule 13e-4 so as to fulfill all requirements thereof as to the
    commencement of the Exchange Offer not later than the date hereof, under the
    Exchange Act and comply in all material respects with their obligations
    thereunder. Thereafter, to the extent practicable until the date three days
    prior to the expiration date of the Exchange Offer (the "Expiration Date"),
    the Charter Companies shall use their reasonable best efforts to cause
    copies of such Offering Documents and a return envelope to be mailed to each
    person who becomes a holder of record of any Outstanding Notes prior to such
    date. The Charter Companies acknowledge and agree that Dealer Managers may
    use the Offering Documents as specified herein without assuming any
    responsibility on their part for independent verification of any information
    therein and the Charter Companies represent and warrant to each Dealer
    Manager that such Dealer Manager may rely on the accuracy and completeness
    of all of the Offering Documents and any other information delivered to such
    Dealer Manager by or on behalf of the Charter Companies in connection with
    the Exchange Offer without assuming any responsibility for independent
    verification of such information or without performing or receiving any
    appraisal and evaluation of the assets or liabilities of the Charter
    Companies. The Dealer Managers agree that they will not, without the consent
    of the Charter Companies, disseminate any materials for or in connection
    with the solicitation of the holders of Outstanding Notes other than the
    Offering Documents.

              (k) The Charter Companies agree to provide Dealer Managers with as
    many copies as they may reasonably request of the Offering Documents. The
    Charter Companies agree that within a reasonable time prior to using or
    filing with any federal, state or other governmental or regulatory agency or
    instrumentality (an "Other Agency"), including the National Association of
    Securities Dealers Inc. (the "NASD"), of any Offering Documents, they will
    submit copies of such materials to the Dealer Managers and their counsel and
    will give reasonable consideration to the Dealer Managers' and their
    counsel's comments, if any, thereon. The Charter Companies agree that prior
    to the termination of the Exchange Offer, before amending or supplementing
    the Registration Statement, or the Prospectus, it will furnish copies of
    drafts to, and consult with, the Dealer Managers and their counsel within a
    reasonable time in advance of filing with the SEC of any amendment or
    supplement to the Registration Statement, the Prospectus or the other
    Offering Documents. The Charter Companies shall not file any such amendment
    or supplement to which the Dealer Managers, after consultation with counsel,
    shall reasonably object.

              (l) The Charter Companies authorize the Dealer Managers to use the
    Offering Documents in connection with the Exchange Offer and for such period
    of time as any such materials are required by law to be delivered in
    connection therewith. The Dealer Managers shall not have any obligation to
    cause any Offering Documents to be transmitted generally to the holders of
    Outstanding Notes.

              (m) The Charter Companies agree to advise the Dealer Managers
    promptly of (i) the occurrence of any event which, in the reasonable
    judgment of the Charter Companies or their counsel, could cause or require
    the Charter Companies to withdraw, rescind or modify the Offering Documents
    or to withdraw, rescind

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    or terminate the Exchange Offer or would permit the Charter Companies to
    exercise any right not to exchange Outstanding Notes for the Exchange Offer
    Consideration pursuant to the Exchange Offer, (ii) their awareness of the
    issuance by any regulatory authority of any comment or order or the taking
    by any regulatory authority of any other action concerning the Exchange
    Offer (and, if in writing, will furnish the Dealer Managers with a copy of
    any such comment or order), (iii) their awareness of any material adverse
    developments in connection with the Exchange Offer and (iv) any other
    information relating to the Exchange Offer, the Offering Documents or this
    Agreement which the Dealer Managers may from time to time reasonably
    request. In addition, if any event occurs as a result of which any Offering
    Documents will include an untrue statement of a material fact or omit to
    state a material fact necessary in order to make the statements therein, in
    the light of the circumstances at the time such material is delivered or is
    to be delivered to a Holder, not misleading, the Charter Companies shall,
    promptly upon becoming aware of any such event, advise the Dealer Managers
    of such event and, as promptly as practicable under the circumstances,
    prepare and furnish copies of such amendments or supplements of any such
    Offering Documents to the Dealer Managers, so that the statements in such
    Offering Documents, will not contain any untrue statement of a material fact
    or omit to state a material fact necessary in order to make the statements
    therein at the time such material is delivered or is to be delivered to a
    Holder, not misleading, and the Dealer Managers agree not to use the
    Offering Documents, in such case, until the Offering Documents are
    supplemented or amended.

              (n) Except as otherwise required by law or regulation, the Charter
    Companies will not use or publish any material in connection with the
    Exchange Offer, other than the Offering Documents, or refer to the Dealer
    Managers in any such material, without the prior approval of the Dealer
    Managers (which shall not be unreasonably delayed or withheld). The Charter
    Companies, upon receiving such approval, will promptly furnish the Dealer
    Managers with as many copies of such approved materials as the Dealer
    Managers may reasonably request. The Dealer Managers agree that they will
    not make any statements in connection with the Exchange Offer other than the
    statements that are set forth in, or derived from and consistent with, the
    Offering Documents without the prior written consent of the Charter
    Companies.

              (o) The Charter Companies agree to exchange, in accordance with
    the terms of the Offering Documents, Exchange Offer Consideration to the
    Holders entitled thereto, subject to the right of the Charter Companies to
    withdraw or amend the Exchange Offer as stated in the Offering Documents.
    The Charter Companies agree not to exchange any Outstanding Notes during the
    term of the Exchange Offer except pursuant to and in accordance with the
    Exchange Offer or as otherwise agreed in writing by the parties hereto and
    permitted under applicable laws and regulations.

    SECTION 2. Compensation and Expenses.

              (a) In consideration of services provided hereunder, the Charter
Companies shall pay the Dealer Managers the fees calculated and payable as set
forth in Schedule I.

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              (b) Whether or not any Outstanding Notes are exchanged pursuant to
    the Exchange Offer, the Charter Companies shall pay all reasonable expenses
    incurred in connection with the preparation, printing, mailing and
    publishing of the Offering Documents, and all amounts payable to securities
    dealers (including the Dealer Managers), brokers, banks, trust companies and
    nominees as reimbursements of their customary mailing and handling expenses
    incurred in forwarding the Offering Documents to their customers and all
    other expenses of the Charter Companies in connection with the Exchange
    Offer and shall reimburse the Dealer Managers for the reasonable fees and
    expenses of their legal counsel (subject to an aggregate cap on such fee
    reimbursement hereunder and under that certain Dealer Manager Agreement
    dated the date hereof among CCH I, LLC, CCH I Capital Corp., CCH II, CCH II
    Capital, Charter Communications Holdings, LLC and the Dealer Managers of
    $600,000). It is understood, however, that, except as provided in Section 8
    hereof and in the preceding sentence, the Dealer Managers will pay all their
    own costs and expenses incurred by the Dealer Managers in connection with
    their services as Dealer Managers under this Agreement.

              SECTION 3. Termination; Withdrawal.

              (a) Subject to Section 10 hereof, this Agreement may be terminated
    by the Charter Companies, at any time upon notice to the Dealer Managers, if
    (i) at any time prior to the Exchange Date, the Exchange Offer is terminated
    or withdrawn by the Charter Companies for any reason or (ii) the Dealer
    Managers do not comply in all material respects with any material covenant
    specified in Section 1.

              (b) Subject to Section 10 hereof, this Agreement may be terminated
    by the Dealer Managers, at any time upon notice to the Charter Companies, if
    (i) at any time prior to the Exchange Date, the Exchange Offer is terminated
    or withdrawn by the Charter Companies for any reason, (ii) the Charter
    Companies do not comply in all material respects with any covenant specified
    in Section 1 hereof or (iii) the Charter Companies shall file with the SEC,
    publish, send or otherwise distribute any amendment or supplement to the
    Offering Documents to which the Dealer Managers shall reasonably object or
    which shall be reasonably disapproved by counsel to the Dealer Managers.

              (c) Notwithstanding the foregoing, if this Agreement is terminated
    pursuant to Section 3(a)(i) only, at any time prior to the consummation of
    the transactions described in the Registration Statement, the Dealer
    Managers will be entitled to their full fees described above in the event
    that the Charter Companies consummate, at any time prior to the date that is
    30 days after the date of such termination, an offer or offers in a form
    similar to the Exchange Offer and involving the issuance of securities
    similar to those being issued by the Charter Companies in connection
    therewith, in a transaction or series of transactions in which the Dealer
    Managers did not act as dealer managers to the Charter Companies or its
    affiliates.

              SECTION 4. Representations and Warranties by the Charter
Companies. The Charter Companies represent and warrant to the Dealer Managers,
as of the date hereof, and as of the Exchange Date, that:

              (a) The Registration Statement, including the Prospectus, has been
    prepared by the Charter Companies in conformity in all material respects
    with the requirements of
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    the Act and has been filed with the SEC as of the Commencement Date. Such
    amendments to such Registration Statement and Prospectus will have been
    similarly prepared and filed with the SEC; and the Charter Companies will
    file such additional amendments to such Registration Statement and
    Prospectus as may hereafter be required. Copies of such Registration
    Statement and Prospectus, including all amendments thereto and all documents
    incorporated by reference therein, have been or, if filed after the
    Commencement Date, will be, delivered or made available to the Dealer
    Managers and their counsel. No stop order refusing or suspending the
    effectiveness of the Registration Statement or preventing or suspending the
    use of any Prospectus is in effect, and no proceedings for such purpose have
    been instituted or are pending before or, to the best knowledge of the
    Charter Companies, are threatened by the SEC. The Exchange Offer satisfies
    the conditions for use of Form-S-4.

              (b) The Schedule TO has been prepared by the Charter Companies in
    conformity in all material respects with the requirements of the Exchange
    Act and has been or will, upon commencement of the Exchange Offer, be filed
    with the SEC; and the Charter Companies will file such amendments to such
    Schedule TO as may hereafter be required. Copies of such Schedule TO,
    including all amendments thereto and all documents incorporated by reference
    therein have been or, if filed after the Commencement Date, will be,
    delivered or made available to the Dealer Managers and their counsel.

              (c) (i) The Offering Documents, including the Registration
    Statement, the Prospectus and the Schedule TO, comply and, as amended or
    supplemented, if applicable, will comply, in all material respects, with the
    Act, the Exchange Act and the Trust Indenture Act of 1939, as amended, and
    the applicable rules and regulations of the SEC thereunder (the "Trust
    Indenture Act"); and the documents incorporated by reference into each of
    the Offering Documents (collectively, the "Incorporated Documents") complied
    as of the date of filing with the SEC, in all material respects with all
    applicable requirements of the Act and the Exchange Act; (ii) the
    Registration Statement, when it becomes effective, will not contain and as
    amended or supplemented thereafter, if applicable, will not contain, any
    untrue statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the statements therein
    not misleading; (iii) none of the Prospectus or the other Offering Documents
    (including the Incorporated Documents) at the Commencement Date and at all
    times at or prior to the Exchange Date contains, and, as amended or
    supplemented, if applicable, will contain, any untrue statement of a
    material fact or omit to state a material fact necessary to make the
    statements therein, in the light of the circumstances under which they were
    made, not misleading; except that the representations and warranties set
    forth in this paragraph 4(c) do not apply to (A) statements or omissions in
    the Offering Documents, including the Registration Statement or the
    Prospectus, or, in each case, any amendment or supplement thereto, based
    upon information relating to the Dealer Managers furnished to the Charter
    Companies in writing by the Dealer Managers expressly for use therein or (B)
    information which shall constitute the Statement of Eligibility under the
    Trust Indenture Act (Form T-1) of the Trustee under the Indenture; and (iv)
    there are no agreements, leases, contracts or other documents required to be
    described in the Prospectus or Schedule TO or to be filed as exhibits to the
    Registration Statement or Schedule TO which have not been so described or
    filed.

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              (d) The documents incorporated or deemed to be incorporated by
    reference in the Prospectus, at the time they were or hereafter are filed
    with the SEC, complied and will comply in all material respects with the
    requirements of the Exchange Act, and, when read together with the other
    information in the Prospectus, as the case may be, at the time the
    Registration Statement and any amendments thereto become effective and at
    the Commencement Date and the Exchange Date, as the case may be, will not
    contain an untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the fact required to
    be stated therein or necessary to make the statements therein, in the light
    of the circumstances under which they were made, not misleading.

              (e) The Charter Companies have not distributed and will not
    distribute, prior to the later of the Exchange Date and the completion of
    the distribution of cash and the New Securities in exchange for the
    Outstanding Notes pursuant to the Exchange Offer, any offering material in
    connection with the Exchange Offer other than the Offering Documents.

              (f) Each of the Charter Companies has been duly formed and is
    validly existing as a limited liability company or corporation, as the case
    may be, under the laws of the State of Delaware and each of the Charter