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                                                                 Exhibit 2.10(b)

                                   ASSIGNMENT
                                       OF
                               PURCHASE AGREEMENT


         This Assignment of Purchase Agreement is made by and between Charter
Investment, Inc. ("CII") and its wholly-controlled indirect subsidiaries,
Charter Communications Holding Company, LLC ("HoldCo") and Charter
Communications VI, LLC ("CC-VI"), effective as of the 21st day of September,
1999, with respect to the following:

         A.       CII (formerly known as Charter Communications, Inc.) is the
                  "Buyer" of certain cable television assets and equity
                  interests pursuant to the Purchase Agreement among Fanch
                  Management Partners, Inc., Fanch - JV2 Master Limited
                  Partnership and the other Sellers (as defined therein) party
                  thereto, and Charter Communications, Inc. dated as of May
                  21, 1999 (the "Agreement");

         B.       Pursuant to Section 12.5 of the Agreement, CII may assign its
                  rights, interests and obligations under the Agreement to any
                  of its affiliates without the prior written consent of any
                  other party to the Agreement, provided that notwithstanding
                  any such assignment, CII guarantees the performance of all the
                  assignee's obligations under the Agreement;

         C.       CII desires to assign its rights, interests and obligations
                  under the Agreement to purchase the Tioga Stock (as defined in
                  the Agreement) and the CSI Stock (as defined in the Agreement)
                  to HoldCo and HoldCo desires to assume such rights, interests
                  and obligations under the Agreement.

         D.       CII desires to assign its rights, interests and obligations
                  under the Agreement to purchase the Asset Sellers Assets (as
                  defined in the Agreement) and the FCILP Interests (as defined
                  in the Agreement) to CC-VI and CC-VI desires to assume such
                  rights, interest and obligations under the Agreement.

         In recognition of the above and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties agree as
follows:

         1.       CII assigns all of its rights, interests and obligations
                  under the Agreement to purchase the Tioga Stock and the CSI
                  Stock to HoldCo.

         2.       HoldCo assumes all of CII's rights, interests and
                  obligations under the Agreement to purchase the Tioga Stock
                  and the CSI Stock and for all


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                  intents and purposes, with respect to the Tioga Stock and the
                  CSI Stock, to be substituted as the "Buyer" under the terms
                  thereof.

         3.       CII assigns all of its rights under the Agreement to
                  purchase the Asset Sellers Assets and the FCILP Interests to
                  CC-VI.

         4.       CC-VI assumes all of CII's rights, obligations and interests
                  under the Agreement to purchase the Asset Sellers Assets and
                  the FCILP Interests and for all intents and purposes, with
                  respect to the Asset Sellers Assets and the FCILP Interests,
                  to be substituted as the "Buyer" under the terms hereof.

         5.       CII guarantees the performance of all of HoldCo's and CC-VI's
                  obligations under the Agreement.

         6.       This assignment shall be effective as of the date first
                  written above.



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         In witness whereof, each of the parties has caused this Agreement to be
executed on its behalf by their duly authorized officers.

                                  CHARTER INVESTMENT, INC.



                                  By: /s/ Marcy Lifton
                                      ----------------
                                      Name:  Marcy Lifton
                                      Title: Vice President



                                  CHARTER COMMUNICATIONS HOLDING COMPANY, LLC



                                  By: /s/ Marcy Lifton
                                      ----------------
                                      Name:  Marcy Lifton
                                      Title: Vice President



                                  CHARTER COMMUNICATIONS VI, LLC


                                  By: /s/ Marcy Lifton
                                      ----------------
                                      Name:  Marcy Lifton
                                      Title: Vice President






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