Common use of Note Guarantee Clause in Contracts

Note Guarantee. The Company hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, to each Holder and the Trustee, the payment of principal and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of the Company (other than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the Note Guarantee. The Company waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 3.1.

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary principal obligor and not merely only as a surety, to each the Holder of this Security the cash payments in United States dollars of principal of, premium, if any, and interest on this 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 Security, if lawful, and the payment or performance of all other Note Obligations of the Issuer under the Indenture (as defined below) or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the payment terms and limitations of principal and interest on the Notes and the Repurchase Pricethis Security, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt Article XII of the Company. The Note Guarantee is effectively subordinated to all indebtedness Indenture and other liabilities of all Subsidiaries of the Company (other than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. This Note Guarantee shall become effective in accordance with Article XII of the Indenture and its terms shall be evidenced therein. The Company waives presentation to, demand of payment from validity and protest to the Issuer enforceability of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder Note Guarantee shall not be affected by the fact that it is not affixed to any particular Security. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of December 21, 2005, among VeraSun Energy Corporation, a South Dakota corporation (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture"Issuer"), the Notes or any other agreement or otherwise; Subsidiary Guarantors named therein and Wells Fargo Bank, N.A., as trustee (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control of the Issuer"Trustee"). The Company further agrees that obligatixxx xf the Note Guarantee herein constitutes a guarantee undersigned to the Holders of payment when due (Securities and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal 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 sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes precise terms of the Note Guarantee hereinand all of the other provisions of the Indenture to which this Note Guarantee relates. THIS NOTE GUARANTEE SHALL BE GOVERNED BY, notwithstanding AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The undersigned Subsidiary Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any stay, injunction action or other prohibition preventing such acceleration in respect proceeding arising out of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of relating to this Note Guarantee. The Company also agrees This Note Guarantee is subject to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by release upon the Trustee or terms set forth in the Holders in enforcing any rights under this Section 3.1Indenture.

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this 9.920% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 9.920% 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 9.920% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 9.920% Note, to the Holder of this 9.920% Note and the Trustee, in accordance with the payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: XXXXXXX X-0 [Face of 10.00% Note] CUSIP NO. [ ] 10.00% Senior Accreting Notes due 2014 No. $[__________________] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay any to or its registered assigns, the principal amount of Dollars ($ ) on May 15, 2014. Interest Payment Dates: May 15 and all reasonable costs November 15 Record Dates: May 1 and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders November 1 Subject to Restrictions set forth in enforcing any rights under this Section 3.110.00% Note.

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this 11.75% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 11.75% 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 11.75% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 11.75% Note, to the Holder of this 11.75% Note and the Trustee, in accordance with the payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: XXXXXXX X-0 [Face of 13.50% Note] CUSIP NO. [ ] 13.50% Senior Accreting Notes due 2014 No. $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay any to or its registered assigns, the principal amount of Dollars ($ ) on January 15, 2014. Interest Payment Dates: January 15 and all reasonable costs July 15 Record Dates: January 1 and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders July 1 Subject to Restrictions set forth in enforcing any rights under this Section 3.113.50% Note.

Note Guarantee. The Company Pursuant to Section 11.07 of the Indenture, the Additional Note Guarantor hereby fully and unconditionally guarantees, as primary principal obligor and not merely only as a surety, to each Holder the Holders of the Notes the cash payments in United States dollars of principal of, premium, if any, and interest (and Additional Interest, if any) on the Notes in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest (and Additional Interest, if any), if any, of the Notes, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture or the Notes, to the Holders of the Notes and the Trustee, all in accordance with and subject to the payment terms and limitations of principal the Notes, Articles 10 and interest on 11 of the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis Indenture (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of the Company. The This Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries effective in accordance with Article 11 of the Company (other than the Issuer)Indenture and its terms shall be evidenced therein. Other than as set out above, the The validity and enforceability of this Note Guarantee ranks equally in right of payment with all of shall not be affected by the Company’s other existing and future liabilities fact that are it is not secured or are not otherwise subordinated in favor of the Note Guarantee. The Company waives presentation to, demand of payment from and protest affixed to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligationsparticular Note. The obligations of the Company hereunder shall not be affected by (a) undersigned to the failure Holders of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal 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 sum prior payment in full of all Senior Indebtedness (ias defined in the Indenture) of the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only Additional Note Guarantor to the extent not prohibited by law). The Company further agrees that, as between set forth in Article 10 of the Company, on the one handIndenture, and reference is hereby made to the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes precise terms of this Note Guarantee. The Company also agrees to pay any Guarantee and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by of the Trustee or other provisions of the Holders 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, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. This Note Guarantee is subject to release upon the terms set forth in enforcing any rights under this Section 3.1the Indenture.

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 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 Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this Note, to the Holder of this Note and the Trustee, in accordance with the payment Note, Article 10 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture[ ], 2009 among CCH II, LLC, a Delaware limited liability company, CCH II Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Mellon Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. [ ] By: ______________________ Name: Title: EXHIBIT B [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Company also agrees to pay any Bank of New York Mellon Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH II, LLC and all reasonable costs and expenses CCH II Capital Corp. (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section 3.1.“Issuers”)

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each 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 payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of 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: EXHIBIT B [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Company also agrees Bank of New York Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 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 pay 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 all reasonable costs the Issuers are entitled to rely upon this letter and expenses 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, [Name of Transferor] By: Authorized Signature EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] CCH I Holdings, LLC CCH I Holdings Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH I Holdings, LLC and CCH I Holdings Capital Corp. (including reasonable attorneys’ feesthe “Issuers”) incurred by 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 Trustee or “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Holders Notes, we confirm that such sale has been effected pursuant to and in enforcing any rights accordance with Regulation S under this Section 3.1.the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this 10.00% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 10.00% 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 10.00% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 10.00% Note, to the Holder of this 10.00% Note and the Trustee, in accordance with the payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: XXXXXXX X-0 [Face of 11.75% Note] CUSIP NO. [_________] 11.75% Senior Accreting Notes due 2014 No. ___ $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay any to or its registered assigns, the principal amount of Dollars ($ ) on April 15, 2014. Interest Payment Dates: May 15 and all reasonable costs November 15 Record Dates: May 1 and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders November 1 Subject to Restrictions set forth in enforcing any rights under this Section 3.111.75% Note.

Note Guarantee. The Company hereby fully and unconditionally guarantees(m) Subject to this ARTICLE XI, each of the Guarantors, as primary obligor obligors and not merely as suretysureties, to each Holder hereby, jointly and the Trusteeseverally, irrevocably, fully and unconditionally Guarantees, the payment of principal performance and interest on the Notes full and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of the Company (other than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the Note Guarantee. The Company waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee of punctual payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption acceleration or otherwise, of all obligations of the Company hereby promises to under this Indenture and willthe Notes, upon receipt whether for payment of written demand by the Trusteeprincipal of, forthwith paypremium, if any, or cause to be paidinterest on, or in cashrespect of, to the Notes, expenses or indemnification of the Trustee an amount equal to and the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the CompanyCollateral Trustee or otherwise, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided terms set forth in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note GuaranteeIndenture. The Company also agrees Guarantors hereby, jointly and severally, agree to pay pay, in addition to the amount stated above, any and all reasonable costs and expenses (including reasonable attorneys’ feesfees and expenses) incurred by the Trustee or the Holders any Holder in enforcing any rights under this Section 3.1the Note Guarantees. The Note Guarantees shall be 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. 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, including the Guarantor’s Guarantee of the Old 104 Senior Notes, to the extent of the value of the Collateral; (v) effectively junior, pursuant to the terms of the Intercreditor Agreement, to that Guarantor’s Guarantee of the Company’s obligations under the Priority Lien Debt of the Company, 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 Collateral, to the extent of the value of the assets securing such Indebtedness; and (vii) structurally subordinated to any Indebtedness of any non-Guarantor Subsidiaries.

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this 11.125% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 11.125% 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 11.125% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 11.125% Note, to the Holder of this 11.125% Note and the Trustee, in accordance with the payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: A0-00 XXXXXXX X-0 [Face of 9.920% Note] CUSIP NO. [ ] 9.920% Senior Accreting Notes due 2014 No. ___ $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay any and all reasonable costs and expenses to or its registered assigns, the principal amount of Dollars (including reasonable attorneys’ fees$ ) incurred by the Trustee or the Holders in enforcing any rights under this Section 3.1on April 1, 2014.

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 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 Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this Note, to the Holder of this Note and the Trustee, in accordance with the payment Note, Article 10 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 14, 2006 among CCH II, LLC, a Delaware limited liability company, CCH II Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of 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: EXHIBIT B [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Company also agrees Bank of New York Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (the “Issuers”) 10.25% 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 pay 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 all reasonable costs the Issuers are entitled to rely upon this letter and expenses 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, ________________________ [Name of Transferor] By: ________________________ Authorized Signature EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (including reasonable attorneys’ feesthe “Issuers”) incurred by 10.25% Senior Notes due 2013 (the Trustee or “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Holders Notes, we confirm that such sale has been effected pursuant to and in enforcing any rights accordance with Regulation S under this Section 3.1.the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 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 Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this Note, to the Holder of this Note and the Trustee, in accordance with the payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I, LLC, a Delaware limited liability company, CCH I Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 hxxxxx agrees to submit to the jurisdiction of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of 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: EXHIBIT B [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A] CCH I, LLC CCH I Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Company also agrees Bank of New York Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH I, LLC and CCH I Capital Corp. (the “Issuers”) 11.00% SENIOR 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 pay 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 all reasonable costs the Issuers are entitled to rely upon this letter and expenses 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, [Name of Transferor] By: Authorized Signature EXHIBIT C [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S] CCH I, LLC CCH I Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Bank of New York Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH I, LLC and CCH I Capital Corp. (including reasonable attorneys’ feesthe “Issuers”) incurred by 11.00% SENIOR SECURED NOTES DUE 2015 (the Trustee or “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Holders Notes, we confirm that such sale has been effected pursuant to and in enforcing any rights accordance with Regulation S under this Section 3.1.the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

Note Guarantee. The Company For value received, the undersigned hereby fully and unconditionally guarantees, as primary obligor and not merely as suretyon a senior unsecured basis, to each the Holder of this 13.50% Note the cash payments in United States dollars of principal of, premium, if any, and interest on this 13.50% 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 13.50% Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this 13.50% Note, to the Holder of this 13.50% Note and the Trustee, in accordance with the payment Note, Article 11 of principal the Indenture and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “this Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of , including the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of terms stated in the Company (other than the Issuer). Other than as set out aboveNote, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing Indenture and future liabilities that are not secured or are not otherwise subordinated in favor of the this Note Guarantee. The Company waives presentation to, demand validity and enforceability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes or the Obligations. The obligations of the Company hereunder this Note Guarantee shall not be affected by (a) the failure 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 any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this IndentureSeptember 28, 2005 among CCH I Holdings, LLC, a Delaware limited liability company, CCH I Holdings Capital Corp., a Delaware corporation, the Notes undersigned, and The Bank of New York Trust Company, NA, as trustee (as amended or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescissionsupplemented, waiverthe “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, amendment or modification of any 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 terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any Change in Control courts of the Issuer. The Company further agrees that the Note Guarantee herein constitutes a guarantee State of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of any Obligations. The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might New York in any manner action or proceeding arising out of or relating to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (x) the maturity of any Obligations may be accelerated as provided in this Indenture for the purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees This Note Guarantee is subject to release upon the terms set forth in the Indenture. CHARTER COMMUNICATIONS HOLDINGS, LLC By: Name: Title: A0-00 XXXXXXX X-0 [Face of 12.125% Note] CUSIP NO. [ ] 12.125% Senior Accreting Notes due 2015 No. $[ ] Principal Amount at Maturity CCH I HOLDINGS, LLC and CCH I HOLDINGS CAPITAL CORP. promise to pay any to or its registered assigns, the principal amount of Dollars ($ ) on January 15, 2015. Interest Payment Dates: January 15 and all reasonable costs July 15 Record Dates: January 1 and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders July 1 Subject to Restrictions set forth in enforcing any rights under this Section 3.112.125% Note.

Note Guarantee. The Company hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, to each Holder and the Trustee, the payment of principal and interest on the Notes and the Repurchase Price, if applicable, with respect to any Note (the “Obligations”) on an unsecured senior subordinated basis (the “Note Guarantee”). The Note Guarantee ranks junior to all existing and future Senior Debt of the Company. The Note Guarantee is effectively subordinated to all indebtedness and other liabilities of all Subsidiaries of Upon delivery by the Company (other than the Issuer). Other than as set out above, the Note Guarantee ranks equally in right of payment with all of the Company’s other existing and future liabilities that are not secured or are not otherwise subordinated in favor of the Note Guarantee. The Company waives presentation to, demand of payment from and protest to the Issuer Trustee of any an Officers’ Certificate and an Opinion of Counsel to the Obligations and also waives notice of protest for nonpayment. The Company waives notice of any default under the Notes effect that such dissolution or the Obligations. The obligations of the Company hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person liquidation was permitted under this Indenture, the Notes or Trustee will execute any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) documents reasonably required in order to evidence the release of any security held by any Holder Guarantor from its obligations under its Note Guarantee (it being understood that such release will occur automatically, regardless of when or if the Trustee for executes any such documents in order to evidence such release). (c) In the Obligations or case of Zoom, if at any of them; or (e) any Change in Control time Zoom ceases to be a guarantor of the IssuerExisting Unsecured Notes (including any renewal, refinancing or replacement thereof), Zoom will automatically be released and relieved of any obligation under its Note Guarantee; provided that at such time, Zoom owns no material assets and has no material operations. The Upon delivery by the Company further agrees to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such release was made in accordance with this clause (c), the Trustee will execute any documents reasonably required in order to evidence the release of Zoom from its obligations under its Note Guarantee herein constitutes a guarantee (it being understood that such release will occur automatically, regardless of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or if the Trustee executes any such documents in order to any security held for payment evidence such release). (d) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will automatically be released and relieved of any Obligationsobligations under its Note Guarantee. The obligations of Upon delivery by the Company hereunder shall not be subject to any reduction, limitation, impairment the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such Legal Defeasance or termination for any reason (other than payment or performance of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, satisfaction and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Company herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy discharge has occurred under this Indenture, the Notes or Trustee will execute any other agreement, by any waiver or modification documents reasonably required in order to evidence the release of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Company or would otherwise operate as a discharge of the Company as a matter of law or equity. The Company further agrees that the Guarantor from its obligations under its Note Guarantee herein shall continue to be effective (it being understood that such release will occur automatically, regardless of when or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Company by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Company hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee an amount equal executes any such documents in order to the sum of (i) the unpaid amount of evidence such Obligations then due and owing and (ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by lawrelease). The Company further agrees that, as between the Company, on the one hand, and the Holders, on the other hand, (xe) the maturity of any Obligations may be accelerated Any Guarantor not released from its obligations under its Note Guarantee as provided in this Indenture Section 11.05 will remain liable for the purposes full amount of principal of and interest and premium, if any, on the Note Guarantee herein, notwithstanding any stay, injunction or Notes and for the other prohibition preventing such acceleration in respect obligations of any Obligations and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Company for the purposes of this Note Guarantee. The Company also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights Guarantor under this Section 3.1.Indenture as provided in this Article 11. ARTICLE 12