Common use of Note Guarantee Clause in Contracts

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.125% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.125% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.125% Note, to the Holder of this 12.125% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Note Guarantee. For value receivedPursuant to Section 11.07 of the Indenture, the undersigned Additional Note Guarantor hereby unconditionally guarantees, on as principal obligor and not only as a senior unsecured basissurety, to the Holder Holders of this 12.125% Note the Notes the cash payments in United States dollars of principal of, premium, if any, and interest (and Additional Interest, if any) on this 12.125% Note the Notes in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interestinterest (and Additional Interest, if any), if any, of this 12.125% Notethe Notes, if lawful, and the payment or performance of all other Obligations obligations of the Issuers Issuer under the Indenture or this 12.125% Notethe Notes, to the Holder Holders of this 12.125% Note the Notes and the Trustee, all in accordance with and subject to the Noteterms and limitations of the Notes, Articles 10 and 11 of the Indenture (the "Note Guarantee"). This Note Guarantee is effective in accordance with Article 11 of the Indenture and this Note Guarantee, including the its terms stated in the Note, the Indenture and this Note Guaranteeshall be evidenced therein. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture, and are expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined herein shall have the meanings ascribed to them in the Indenture dated as Indenture) of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersignedAdditional Note Guarantor to the extent set forth in Article 10 of the Indenture, and The Bank reference is hereby made to the Indenture for the precise terms of New York Trust Company, NA, as trustee (as amended or supplemented, this Note Guarantee and all of the “Indenture”)other provisions of the Indenture to which this Note Guarantee relates. THIS SUPPLEMENTAL INDENTURE INCLUDING THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW REGARD TO THE EXTENT THAT THE APPLICATION CONFLICT OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note GuaranteeLAWS PROVISIONS THEREOF. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on as principal obligor and not only as a senior unsecured basissurety, to the Holder of this 12.125% Note Security the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.125% Note Security in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.125% NoteSecurity, if lawful, and the payment or performance of all other Note Obligations of the Issuers Issuer under the Indenture (as defined below) or this 12.125% Notethe Securities, to the Holder of this 12.125% Note Security and the Trustee, all in accordance with and subject to the Noteterms and limitations of this Security, Article 11 XII of the Indenture and this Note Guarantee, including the terms stated . This Note Guarantee shall become effective in the Note, accordance with Article XII of the Indenture and this Note Guaranteeits terms shall be evidenced therein. The validity and enforceability of this any Note Guarantee shall not be affected by the fact that it is not affixed to any particular NoteSecurity. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28December 21, 2005 2005, among CCH I Holdings, LLCVeraSun Energy Corporation, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporationSouth Dakota corporation (the "Issuer"), the undersignedSubsidiary Guarantors named therein and Wells Fargo Bank, and The Bank of New York Trust Company, NAN.A., as trustee (as amended or supplemented, the “Indenture”"Trustee"). The obligati▇▇▇ ▇f the undersigned to the Holders of Securities and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee and all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYYORK. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.12511.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.12511.125% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.12511.125% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.12511.125% Note, to the Holder of this 12.12511.125% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: $[ ] Principal Amount at Maturity CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsHOLDINGS, LLC and CCH I Holdings Capital Corp. (HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the NotesDollars ($ ) on April 1, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:2014.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.12513.50% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.12513.50% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.12513.50% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.12513.50% Note, to the Holder of this 12.12513.50% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CUSIP NO. [ ] $[ ] Principal Amount at Maturity CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsHOLDINGS, LLC and CCH I Holdings Capital Corp. (HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the NotesDollars ($ ) on January 15, we confirm that such sale has been effected pursuant 2015. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Subject to and Restrictions set forth in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:this 12.125% Note.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.12510.00% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.12510.00% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.12510.00% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.12510.00% Note, to the Holder of this 12.12510.00% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: $[ ] Principal Amount at Maturity CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsHOLDINGS, LLC and CCH I Holdings Capital Corp. (HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the NotesDollars ($ ) on April 15, we confirm that such sale has been effected pursuant 2014. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Subject to and Restrictions set forth in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:this 11.75% Note.

Note Guarantee. For value receivedSubject to this ARTICLE XI, each of the Guarantors, as primary obligors and not merely as sureties, hereby, jointly and severally, irrevocably, fully and unconditionally Guarantees, the undersigned hereby unconditionally guaranteesperformance and full and punctual payment when due, on a senior unsecured basiswhether at maturity, to by acceleration or otherwise, of all obligations of the Holder of Company under this 12.125% Note Indenture and the cash payments in United States dollars Notes, whether for payment of principal of, premium, if any, and or interest on this 12.125% Note on, or in respect of, the amounts and at Notes, expenses or indemnification of the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.125% Note, if lawful, Trustee and the payment Collateral Trustee or performance of all other Obligations of the Issuers under the Indenture or this 12.125% Noteotherwise, to the Holder of this 12.125% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon on the terms set forth in the this Indenture. CHARTER COMMUNICATIONS HOLDINGSThe Guarantors hereby, LLC By: Name: Title: CCH I Holdingsjointly and severally, LLC CCH I Holdings Capital Corp. c/o Charter Communicationsagree to pay, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇in addition to the amount stated above, ▇▇▇▇▇ ▇▇▇ ▇▇any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under the Note Guarantees. ▇▇▇▇▇The Note Guarantees shall be secured on a second-priority basis, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank subject to the terms of New York the Intercreditor Agreement and the Collateral Trust Agreement, by a Lien on the Collateral owned or held by such Guarantor. Each Guarantor agrees that the Note Guarantees shall rank (i) equally in right of payment with all existing and future senior Indebtedness of the Guarantors, except Indebtedness mandatorily preferred by law; (ii) secured on a second-priority basis, subject to the terms of the Intercreditor Agreement and the Collateral Trust Agreement, by a Lien on the Collateral owned or held by such Guarantor; (iii) senior in right of payment to all existing and future Subordinated Indebtedness of the Guarantors; (iv) effectively senior to all existing and future unsecured senior Indebtedness of the Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (including the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity Guarantor’s Guarantee of the Old Senior Notes, we hereby certify that such transfer is being effected to the extent of the value of the Collateral; (v) effectively junior, pursuant to and in accordance with Rule 144A (“Rule 144A”) the terms of the Intercreditor Agreement, to that Guarantor’s Guarantee of the Company’s obligations under the United States Securities Act Priority Lien Debt of 1933the Company, as amended including Secured Indebtedness outstanding under the Priority Lien Credit Agreement and any other Priority Lien Debt, which will be secured on a first-priority basis to the extent of the value of the assets securing such Indebtedness; (vi) effectively subordinated to any Secured Indebtedness of such Guarantors that is secured by assets other than the “Securities Act”)Collateral, and, accordingly, we hereby further certify that to the Notes are being transferred extent of the value of the assets securing such Indebtedness; and (vii) structurally subordinated to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws Indebtedness of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:non-Guarantor Subsidiaries.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.12511.75% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.12511.75% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.12511.75% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.12511.75% Note, to the Holder of this 12.12511.75% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CUSIP NO. [ ] $[ ] Principal Amount at Maturity CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsHOLDINGS, LLC and CCH I Holdings Capital Corp. (HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the NotesDollars ($ ) on January 15, we confirm that such sale has been effected pursuant 2014. Interest Payment Dates: January 15 and July 15 Record Dates: January 1 and July 1 Subject to and Restrictions set forth in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:this 13.50% Note.

Note Guarantee. For value receivedPursuant to Section 11.07 of the Indenture, the undersigned Additional Note Guarantor hereby unconditionally guarantees, on as principal obligor and not only as a senior unsecured basissurety, to the Holder Holders of this 12.125% Note the Notes the cash payments in United States dollars of principal of, premium, if any, and interest (and Additional Interest, if any) on this 12.125% Note the Notes in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interestinterest (and Additional Interest, if any), if any, of this 12.125% Notethe Notes, if lawful, and the payment or performance of all other Obligations obligations of the Issuers Issuer under the Indenture or this 12.125% Notethe Notes, to the Holder Holders of this 12.125% Note the Notes and the Trustee, all in accordance with and subject to the Noteterms and limitations of the Notes, Articles 10 and 11 of the Indenture (the “Note Guarantee”). This Note Guarantee is effective in accordance with Article 11 of the Indenture and this Note Guarantee, including the its terms stated in the Note, the Indenture and this Note Guaranteeshall be evidenced therein. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture, and are expressly subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined herein shall have the meanings ascribed to them in the Indenture dated as Indenture) of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersignedAdditional Note Guarantor to the extent set forth in Article 10 of the Indenture, and The Bank reference is hereby made to the Indenture for the precise terms of New York Trust Company, NA, as trustee (as amended or supplemented, this Note Guarantee and all of the “Indenture”)other provisions of the Indenture to which this Note Guarantee relates. THIS SUPPLEMENTAL INDENTURE INCLUDING THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW REGARD TO THE EXTENT THAT THE APPLICATION CONFLICT OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note GuaranteeLAWS PROVISIONS THEREOF. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.125% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.125% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.125% Note, to the Holder of this 12.125% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I HoldingsI, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby h▇▇▇▇▇ agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: CCH I HoldingsI, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsI, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.12511.00% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING SECURED NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I HoldingsI, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsI, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.12511.00% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING SECURED NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.125% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.125% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.125% Note, to the Holder of this 12.125% Note and the Trustee, in accordance with the Note, Article 11 10 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28[ ], 2005 2009 among CCH I HoldingsII, LLC, a Delaware limited liability company, CCH I Holdings II Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Mellon Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC [ ] By: ______________________ Name: Title: CCH I HoldingsII, LLC CCH I Holdings II Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsII, LLC and CCH I Holdings II Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.1259.920% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.1259.920% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.1259.920% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.1259.920% Note, to the Holder of this 12.1259.920% Note and the Trustee, in accordance with the Note, Article 11 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: No. $[__________________] Principal Amount at Maturity CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsHOLDINGS, LLC and CCH I Holdings Capital Corp. (HOLDINGS CAPITAL CORP. promise to pay to or its registered assigns, the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (the “Issuers”) 11.125% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the NotesDollars ($ ) on May 15, we confirm that such sale has been effected pursuant 2014. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Subject to and Restrictions set forth in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:this 10.00% Note.

Note Guarantee. For value received, the undersigned hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this 12.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 12.125% Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this 12.125% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 12.125% Note, to the Holder of this 12.125% Note and the Trustee, in accordance with the Note, Article 11 10 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of September 2814, 2005 2006 among CCH I HoldingsII, LLC, a Delaware limited liability company, CCH I Holdings II Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: :____________________________________ Name: Title: CCH I HoldingsII, LLC CCH I Holdings II Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsII, LLC and CCH I Holdings II Capital Corp. (the “Issuers”) 11.12510.25% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 Senior Notes due 2013 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: ________________________ Authorized Signature CCH I HoldingsII, LLC CCH I Holdings II Capital Corp. c/o Charter Communications, Inc. 1▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: CCH I HoldingsII, LLC and CCH I Holdings II Capital Corp. (the “Issuers”) 11.12510.25% SENIOR ACCRETING NOTES DUE 2014 9.920% SENIOR ACCRETING NOTES DUE 2014 10.00% SENIOR ACCRETING NOTES DUE 2014 11.75% SENIOR ACCRETING NOTES DUE 2014 13.50% SENIOR ACCRETING NOTES DUE 2014 12.125% SENIOR ACCRETING NOTES DUE 2015 Senior Notes due 2013 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: