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Collateral Agreement (in each case except in connection with Dispositions
consummated or approved in accordance with the other terms of this Agreement),
in each case without the written consent of all Lenders; (iii) reduce the
percentage specified in the definition of Majority Facility Lenders with respect
to any Facility without the written consent of all Lenders under such Facility;
(iv) amend, modify or waive any provision of Section 9 without the written
consent of each affected Agent; (vii) amend, modify or waive any provision of
Section 2.4 or 2.5 without the written consent of the Swingline Lender; or
(viii) amend, modify or waive any provision of Section 3 without the written
consent of each affected Issuing Lender. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Agents and all future holders
of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the
Agents shall be restored to their former position and rights hereunder and under
the other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent

            10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrower, the
Administrative Agents and the Funding Agent, and as set forth in an
administrative questionnaire delivered to the Funding Agent in the case of the
Lenders, or to such other address as may be hereafter notified by the respective
parties hereto:

        Any Loan Party:                  c/o Charter Communications Holdings LLC
                                         12444 Powerscourt Drive, Suite 400
                                         St. Louis, Missouri  63131
                                         Attention:  Kent D. Kalkwarf
                                         Telecopy:  (314) 965-8793
                                         Telephone:  (314) 543-2309

        with a copy to:                  Paul, Hastings, Janofsky & Walker LLP
                                         600 Peachtree Street, N.E., Suite 2400
                                         Atlanta, Georgia  30308
                                         Attention:  Kevin Conboy, Esq.
                                         Telecopy:  (404) 815-2444
                                         Telephone: (404) 815-2211

        The Administrative Agents:       NationsBank, N.A.
                                         901 Main Street
                                         Dallas, Texas  75202
                                         Attention:  Jennifer Zydney
                                         Telecopy:  (214) 508-9390
                                         Telephone:  (214) 508-2752

        with a copy to:                  901 Main Street
                                         Dallas, TX  75202
                                         Attention: Richard Peck
                                         Telecopy: (214) 508-9390
                                         Telephone: (214) 508-2576

                                         The Chase Manhattan Bank