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Section 12.02. Notices.

      Any notice or communication by the Issuers, the Guarantor 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
             or the Guarantor: 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
                               399 Park Avenue
                               31st Floor
                               New York, New York 10022
                               Telecopier No.: (212) 319-4090
                               Attention: Thomas R. Pollock, Esq.
            If to the Trustee: Harris Trust and Savings Bank
                               311 West Monroe, 12th Floor
                               Chicago, Illinois  60606
                               Telecopier No.: (312) 461-3525
                               Attention: Corporate Trust Department
      The Issuers, the Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or

      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

      Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Issuers mail a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.