.4

NOTICE OF GUARANTEED DELIVERY

CHARTER COMMUNICATIONS HOLDINGS, LLC and

CCH I HOLDINGS, LLC

Offer to Exchange

$150,704,000 Principal Amount of 11.125% Senior Accreting Notes due 2014 of CCH I Holdings, LLC and CCH I

Holdings Capital Corp. which have been registered under the Securities Act of 1933 for any and all outstanding

11.125% Senior Accreting Notes due 2014 issued by CCH I Holdings, LLC and CCH I Holdings Capital Corp. on

September 28, 2005,

$470,907,287 Principal Amount of 9.920% Senior Accreting Notes due 2014 of CCH I Holdings, LLC and CCH I

Holdings Capital Corp. which have been registered under the Securities Act of 1933 for any and all outstanding

9.920% Senior Accreting Notes due 2014 issued by CCH I Holdings, LLC and CCH I Holdings Capital Corp. on

September 28, 2005,

$299,098,000 Principal Amount of 10.00% Senior Accreting Notes due 2014 of CCH I Holdings, LLC and CCH I

Holdings Capital Corp. which have been registered under the Securities Act of 1933 for any and all outstanding

10.00% Senior Accreting Notes due 2014 issued by CCH I Holdings, LLC and CCH I Holdings Capital Corp. on

September 28, 2005,

$814,590,000 Principal Amount of 11.75% Senior Accreting Notes due 2014 of CCH I Holdings, LLC and CCH I

Holdings Capital Corp. which have been registered under the Securities Act of 1933 for any and all outstanding

11.75% Senior Accreting Notes due 2014 issued by CCH I Holdings, LLC and CCH I Holdings Capital Corp. on

September 28, 2005,

$580,671,000 Principal Amount of 13.50% Senior Accreting Notes due 2014 of CCH I Holdings, LLC and CCH I

Holdings Capital Corp. which have been registered under the Securities Act of 1933 for any and all outstanding

13.50% Senior Accreting Notes due 2014 issued by CCH I Holdings, LLC and CCH I Holdings Capital Corp. on

September 28, 2005, and

$216,719,000 Principal Amount of 12.125% Senior Accreting Notes due 2015 of CCH I Holdings, LLC and CCH I

Holdings Capital Corp. which have been registered under the Securities Act of 1933 for any and all outstanding

and 12.125% Senior Accreting Notes due 2015 issued by CCH I Holdings, LLC and CCH I Holdings Capital Corp. on

September 28, 2005

and

CHARTER COMMUNICATIONS HOLDINGS, LLC and

CCH I, LLC

Offer to Exchange

$3,525,000,000 in Principal Amount of 11.00% Senior Secured Notes due 2015 of CCH I, LLC and CCH I Capital

Corp. which have been registered under the Securities Act of 1933 for any and all outstanding 11.00% Senior

Secured Notes due 2015 issued by CCH I, LLC and CCH I Capital Corp. on September 28, 2005

     This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Issuers’ (as defined below) issued and outstanding notes (the “outstanding notes”) are not immediately available, (ii) outstanding notes, the Letter of Transmittal and all other required documents cannot be delivered to Bank of New York (the “Exchange Agent”) on or prior to the Expiration Date (as defined below) or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See “The Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering” in the Prospectus.

The Exchange Agent for the Exchange Offer is:

Bank of New York

Corporate Trust Operations

Reorganization Unit

101 Barclay Street — 7 East

New York, N.Y. 10286

Attn: Mr. William Buckley

Telephone: (212)-815-5788

Fax: (212)-298-1915

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

     THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.

Ladies and Gentlemen:

      The undersigned hereby tenders to either CCH I Holdings, LLC, a Delaware limited liability company, and CCH I, LLC., a Delaware limited liability company, as appropriate, (together, the “Issuers”), upon the terms and subject to the conditions set forth in the Prospectus dated February, 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Terms of the Exchange Offer — Procedures for Tendering.”

      Please return a separate copy of this page for each series of notes being tendered.

*	Outstanding notes may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof. All outstanding notes held shall be deemed tendered unless a lesser number is specified here.

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

      The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association (each, an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the outstanding notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such outstanding notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or manually signed facsimile(s) thereof), or an Agent’s Message in the case of a book-entry delivery, and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

      The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the outstanding notes tendered hereby to the Exchange Agent within the time period set forth above, and that failure to do so could result in a financial loss to the undersigned.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

      1.     Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 1 of the Letter of Transmittal.

      2.     Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the outstanding notes, the signature must correspond with the name(s) written on the face of the outstanding notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of the outstanding notes, the signature must correspond with the name shown on the security position listing as the owner of the outstanding notes.

      If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any outstanding notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the outstanding notes or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

      3.     Requests for Assistance or Additional Copies. Questions and requests for assistance for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.