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pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuers
may not sign an amendment or supplemental Indenture until their respective
Boards of Directors approve it. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section
7.01) shall be fully protected in relying upon, in addition to the documents
required by Section 10.04, an Officer's Certificate and an Opinion of Counsel,
in each case from each of the Issuers, stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture.

                            ARTICLE 10 MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls.

               If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 10.02. Notices.

               Any notice or communication by the Issuers or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

       If to the Issuers:

c/o Charter Communications, Inc.
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri  63131
Telecopier No.: (314) 965-8793
Attention: Secretary

With a copy to:

Paul, Hastings, Janofsky & Walker LLP         Irell & Manella
399 Park Avenue                               1800 Avenue of the Stars
31st Floor                                    Suite 900
New York, New York 10022                      Los Angeles, California 90067
Telecopier No.: (212) 319-4090                Telecopier No.: (310) 556-5393
Attention: Leigh P. Ryan, Esq.                Attention: Meredith Jackson, Esq.

       If to the Trustee: