1 EXHIBIT 10.2(a) CHARTER COMMUNICATIONS II, L.P. CHARTER COMMUNICATIONS III, L.P. PEACHTREE CABLE TV, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 7, 1997 __________________________________...

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EXHIBIT 10.2(a)

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CHARTER COMMUNICATIONS II, L.P.

CHARTER COMMUNICATIONS III, L.P.

PEACHTREE CABLE TV, INC.

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

__________________________________

Dated as of February 7, 1997
__________________________________

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TABLE OF CONTENTS

Article 1. Definitions and Accounting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Additional Defined Term . . . . . . . . . . . . . . . . . . . . . . . . . 18
1.3 Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . 18
1.4 Classes and Types . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Article 2. Loans and Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

2.1 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.2 Borrowings and Conversions . . . . . . . . . . . . . . . . . . . . . . . . 19
2.3 Changes of Commitments and Term Loan Repayment . . . . . . . . . . . . . . 20
2.4 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.5 Several Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.6 Pro Forma Restrictions on Indebtedness . . . . . . . . . . . . . . . . . . 24
2.7 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.8 Notes and Loan Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.9 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.10 Borrowers' Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 25
Article 3. Payments of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

3.1 Repayments of Principal . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.2 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Article 4. Payments; Computations; Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.1 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.2 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.3 Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.4 NonReceipt of Funds by the Administrative Agent . . . . . . . . . . . . . 28
4.5 Sharing of Payments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . 28

Article 5. Yield Protection and Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.1 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.2 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . 30
5.3 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.4 Base Rate Loans pursuant to Sections 5.1 and 5.3 . . . . . . . . . . . . . 31
5.5 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.6 Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Article 6. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.1 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.2 Cencom. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.3 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Article 7. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

7.1 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.2 Capital Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.3 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.4 Financial Condition and Outstanding Agreements . . . . . . . . . . . . . . 39
7.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.6 Assets and Properties . . . . . . . . . . . . . . . . . . . . . . . . . . 40

7.7 Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.8 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.9 No Default or Burdensome Obligations . . . . . . . . . . . . . . . . . . . 40
7.10 Approval of Regulatory Authorities . . . . . . . . . . . . . . . . . . . . 40
7.11 Binding Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.12 Partnership Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.13 Franchise and Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.14 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.15 Name Changes; Purchases; Acquisitions . . . . . . . . . . . . . . . . . . 42
7.16 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
7.17 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
7.18 Foreign Trade Regulations and Government Regulation . . . . . . . . . . . 43
7.19 Purchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Article 8. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

8.1 Financial Statements and Other Information . . . . . . . . . . . . . . . . 44
8.2 Taxes and Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.3 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.4 Maintenance of Existence; Conduct of Business . . . . . . . . . . . . . . 46
8.5 Maintenance of and Access to Properties . . . . . . . . . . . . . . . . . 47
8.6 Compliance with Applicable Laws . . . . . . . . . . . . . . . . . . . . . 47
8.7 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.8 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.9 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.10 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.11 Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . 48
8.12 Debt Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.13 Pro Forma Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.14 Interest Rate Protection Arrangements . . . . . . . . . . . . . . . . . . 48
8.15 Type of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.16 Acquisitions and Dispositions . . . . . . . . . . . . . . . . . . . . . . 49
8.17 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . 50
8.18 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.19 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.20 Management Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.21 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.22 Partnership Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.23 Amendment of Purchase Agreements . . . . . . . . . . . . . . . . . . . . . 51
8.24 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.25 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.26 Qualified Distributions . . . . . . . . . . . . . . . . . . . . . . . . . 52

Article 9. Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Article 10. The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

10.1 Appointment, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
10.2 Reliance by Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
10.3 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.4 Rights as a Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.5 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.6 NonReliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.7 Failure to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.8 Resignation or Removal . . . . . . . . . . . . . . . . . . . . . . . . . 58

Article 11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.1 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

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11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
11.3 Indemnity and Expenses . . . . . . . . . . . . . . . . . . . . . 59
11.4 Amendments, Etc . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.5 Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . 60
11.6 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 62
11.7 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.9 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.10 Independent Remedies . . . . . . . . . . . . . . . . . . . . . . 64
11.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.12 Service of Process . . . . . . . . . . . . . . . . . . . . . . . 64
11.13 Recourse to Partners . . . . . . . . . . . . . . . . . . . . . . 65
11.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.15 Waiver of Trial by Jury . . . . . . . . . . . . . . . . . . . . . 65

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Schedule 1 Commitments

Exhibits
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1.1 Franchises
2.2 Borrowing Notice
2.8-1 Tranche A Notes
2.8-2 Tranche B Notes
2.8-3 Tranche C Notes
7.2 Capital Structure
7.4(b) Projections
7.4(c) Material Agreements
7.5 Litigation
7.6 Liens
7.9 Defaults
7.10 Approvals
7.13 Licenses, Etc.
7.15 Name Changes, Etc.
8.1 Operating Report
8.8 Indebtedness
8.10 Investments
8.17 Affiliate Transactions
11.6 Assignment and Assumption

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AGREEMENT, dated as of February 7, 1997, among CHARTER COMMUNICATIONS
II, L.P., a limited partnership duly organized and validly existing under the
laws of the State of Delaware ("CC II, L.P."), CHARTER COMMUNICATIONS III,
L.P., a limited partnership duly organized and validly existing under the laws
of the State of Delaware ("CC III, L.P."), PEACHTREE CABLE TV, INC., a
corporation duly organized and validly existing under the laws of the State of
Nevada ("Peachtree"; CC II, L.P., CC III, L.P. and Peachtree are referred to
collectively herein as the "Borrowers"); each of the banks and other financial
institutions which is a signatory hereto (individually a "Bank" and
collectively the "Banks"); CREDIT LYONNAIS NEW YORK BRANCH and TORONTO DOMINION
(TEXAS), INC., as Arranging Agents for the Banks (in such capacity, together
with their respective successors in such capacity, the "Arranging Agents");
CIBC INC., NATIONSBANK OF TEXAS, N.A., BANK OF MONTREAL, CHICAGO BRANCH, BANQUE
PARIBAS, PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, SOCIETE GENERALE
and SUMITOMO BANK, as Managing Agents for the Banks (in such capacity, together
with their respective successors in such capacity, the "Managing Agents");
UNION BANK OF CALIFORNIA, N.A., CORESTATES BANK, N.A., ABN AMRO BANK, N.V., and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW
YORK BRANCH, as Co-Agents for the Banks (in such capacity, together with their
respective successors in such capacity, the "Co-Agents"); CREDIT LYONNAIS NEW
YORK BRANCH, as Documentation Agent for the Banks (in such capacity, together
with its successors in such capacity, the "Documentation Agent"), and TORONTO
DOMINION (TEXAS), INC., as Administrative Agent for the Banks (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").
W I T N E S S E T H:

WHEREAS, the Borrowers, certain of the Agents and certain of the Banks
are party to a certain Amended and Restated Revolving Credit Agreement, dated
as of March 28, 1996, which amended and restated that certain Revolving Credit
Agreement, dated May 5, 1995, as amended by Amendment No. 1 thereto, dated as
of July 31, 1995, and Amendment No. 2 thereto, dated as of November 30, 1995
(the "Prior Credit Agreement");
WHEREAS, the Borrowers, the Agent and the Banks have agreed to amend
and restate the Prior Credit Agreement as set forth herein and have agreed that
(a) the security interests in the Collateral (as defined in the Prior Credit
Agreement) granted to the Administrative Agent for the benefit of the Banks to
secure the performance of the Borrowers' obligations under the Prior Credit
Agreement shall continue unimpaired and in full force and effect; and (b) this
Agreement and the Loan Documents (as hereinafter defined) constitute an
amendment, restatement, extension, consolidation and modification, but not a
novation, of the Prior Credit Agreement and the Loan Documents (as defined in
the Prior Credit Agreement); and
WHEREAS, the Borrowers, the Agents and the Banks have agreed that, the
provisions of the Prior Credit Agreement and the other Loan Documents (as
defined in the Prior Credit

Agreement) are hereby superseded and replaced by this Agreement and the other
Loan Documents (as hereinafter defined) if and to the extent the same are
amended, restated, extended, consolidated or modified by this Agreement or the
Loan Documents (as hereinafter defined);

NOW, THEREFORE, the parties hereto agree to amend and restate the
Prior Credit Agreement, in its entirety, as follows:

Article 1. Definitions and Accounting Matters.

1.1 Certain Defined Terms. As used herein, the following terms
shall have the following meanings (terms defined in the singular to have the
same meanings when used in the plural and vice versa):
"Administrative Agent's Office" shall mean the office of the
Administrative Agent at 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or such
other office as the Administrative Agent may designate by notice to the
Borrowers, the Agents and the Banks.
"Affiliate" shall mean, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control" (including,
with its correlative meanings, "controlled by" and "under common control with")
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise) of power to
direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event, any Person which owns
directly or indirectly 5% or more of the securities having ordinary voting
power for the election of directors or any other governing body of a
corporation or 5% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person.
"Agents" shall mean, collectively, the Arranging Agents, the Managing
Agents, the Co-Agents, the Administrative Agent and the Documentation Agent.
"Annualized Operating Cash Flow" shall mean, as of any date of
determination thereof, the product of Operating Cash Flow for the immediately
preceding full calendar quarter multiplied by four.
"Applicable Lending Office" shall mean, for each Bank and for each
Type of Loan, the office of such Bank (or of an affiliate of such Bank) as such
Bank may from time to time specify to the Administrative Agent and the
Borrowers as the office by which its Loans of such Type are to be made and
maintained.
"Applicable Margin" shall mean (a) with respect to Tranche A Loans and
Tranche B Loans, the interest margin applicable to Tranche A and Tranche B Base
Rate Loans, Tranche A and Tranche B LIBOR Loans and Tranche A and Tranche B CD
Loans, based upon the

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Debt Ratio at the end of the most recently completed calendar quarter, as set
forth on the table below; and (b) with respect to Tranche C Loans, 1.50% for
Tranche C Base Rate Loans, 2.50% for Tranche C LIBOR Loans, and 2.625% for
Tranche C CD Loans. Increases in the Applicable Margin for Tranche A Loans and
Tranche B Loans shall be effective (a) two Business Days after the due date of
financial statements pursuant to clause (1) or (2), as the case may be, of
Section 8.1 hereof showing a Debt Ratio requiring an increase, if such
financial statements are delivered on or before the due date thereof, or (b)
the due date of such financial statements if such financial statements are not
delivered on or before the due date thereof; and decreases in the Applicable
Margin shall be effective the later of (x) two Business Days after the due date
of financial statements pursuant to clause (1) or (2), as the case may be, of
Section 8.1 hereof showing a Debt Ratio requiring a decrease and (y) the date
on which such financial statements are actually delivered; provided that if an
Event of Default shall occur and be continuing, then, upon notice from the
Administrative Agent, the Applicable Margin for Tranche A and Tranche B Loans
shall be calculated as if the Debt Ratio was equal to 5.25:1

Debt Ratios
Less Than But Greater
or Equal to Than Base LIBOR CD
----------- ------------- ---- ----- ---

5.25:1 5.00:1 1.000% 2.000% 2.250%

5.00:1 4.50:1 0.875% 1.875% 2.000%

4.50:1 4.00:1 0.750% 1.750% 1.875%

4.00:1 3.50:1 0.625% 1.625% 1.750%

3.50:1 3.00:1 0.500% 1.500% 1.625%

3.00:1 2.50:1 0.375% 1.375% 1.500%

2.50:1 0.250% 1.250% 1.375%

"Assessment Rate" shall mean, for any CD Loans, the average rate
(rounded upwards, if necessary, to the nearest 1/100 of 1%) charged to insured
banks by the Federal Deposit Insurance Corporation (or any successor thereto)
for deposit insurance for Dollar time deposits on the first day of the Interest
Period for such Loans, as determined by the Administrative Agent.
"Bankruptcy Code" shall mean 11 U.S.C. Section 101, et seq., as
amended.

"Base Rate" shall mean on a daily basis, the higher of (a) the
arithmetic average of the rates per annum established by The Toronto-Dominion
Bank and Credit Lyonnais New York Branch, at their respective offices in New
York City, from time to time as the reference rate for short-term commercial
loans in Dollars to United States corporate borrowers (which

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the Borrowers acknowledge is not necessarily the lowest rate charged to
borrowers of any Agent or any Bank) or (b) the Federal Funds Rate plus 5/8 of
1% per annum.
"Base Rate Loans" shall mean Loans which bear interest at rates based
upon the Base Rate.

"Basic Subscribers" shall mean, as at any date of determination
thereof, the sum of (a) the total number of households (exclusive of "second
outlets", as such term is commonly understood in the cable television industry,
and also exclusive of customers billed on a bulk- billing or commercial account
basis) subscribing on such date to the cable television systems of the
Borrowers and their Subsidiaries and paying the standard monthly service fees
and charges imposed by the applicable Borrower or the applicable Subsidiary for
basic cable television service, provided that such term shall not include any
household whose account is more than 60 days past due on such date or which has
not paid for at least one month's service; plus (b) the total number of
Equivalent Subscribers as at the last day of the month ending on (or most
recently ended prior to) such date.
"Business Day" shall mean any day on which commercial banks are not
authorized or required to close in New York City and Houston, Texas, where such
term is used in the definition of "Quarterly Date" in this Section 1.1 or if
such day relates to a borrowing of, a payment or prepayment of principal of or
interest on, or the Interest Period for, a LIBOR Loan or a notice by the
Borrowers with respect to any such borrowing, payment, prepayment or Interest
Period, any day which is also a London Banking Day.

"Capital Expenditures" shall mean, for any period, expenditures
(including Capital Lease Obligations paid or incurred) for fixed assets, plant
and equipment (including renewals, improvements and replacements, but excluding
(a) Investments, (b) the purchase price for the Systems and (c) repairs which
are not capitalized on the books and financial records of the Borrowers) during
such period.
"Capital Lease Obligations" shall mean, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) real and/or personal property which
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

"CC II Certificate of Limited Partnership" shall mean the Certificate
of Limited Partnership of CC II, L.P., dated as of June 28, 1994, and filed
with the Secretary of State of the State of Delaware on June 28, 1994, as
amended from time to time.
"CC II General Partner" shall mean CCP II, Inc., a Delaware
corporation; provided, however, that if Charter Southeast is substituted as the
general partner of CC II, L.P. in accordance with Section 8.22 hereof, then,
from and after the date of such substitution, all references to CC II General
Partner herein shall be references to Charter Southeast.

"CC II Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of CC II, L.P., dated as of March 28, 1996,
and as further amended from

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time to time with the prior written consent of the Majority Banks, which
consent shall not be unreasonably withheld.

"CC III Certificate of Limited Partnership" shall mean the Certificate
of Limited Partnership of CC III, L.P., dated as of October 4, 1994, and filed
with the Secretary of State of the State of Delaware on October 4, 1994, as
amended from time to time.

"CC III General Partner" shall mean CCP III, Inc., a Delaware
corporation (formerly known as "BellWest Communications"), in its capacity as
general partner of CC III, L.P.; provided, however, that if Charter Southeast
is substituted as the general partner of CC III, L.P. in accordance with
Section 8.22 hereof, then, from and after the date of such substitution, all
references to CC III General Partner shall be references to Charter Southeast.

"CC III General Partner Pledge Agreement" shall mean the amended and
restated stock pledge agreement, dated March 28, 1996, between CC II, L.P. and
the Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.

"CC III Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of CC III, L.P., dated as of March 28, 1996,
as amended from time to time with the prior written consent of the Majority
Banks, which shall not be unreasonably withheld.

"CD Loans" shall mean Loans the interest rates on which are determined
on the basis of rates referred to in clause (b) of the definition of "Fixed
Base Rate" in this Section 1.1.

"Cencom Purchase Agreements" shall mean collectively the three
separate Asset Purchase Agreements entered into between (a) Cencom Partners
L.P. and CC II, L.P. dated as of January 16, 1997, (b) Cable Income Partners
II, L.P. and CC II, L.P. dated as of May 30, 1996 (by assignment from Charter
Communications, L.P.), and (c) Cencom Partners, L.P. and CC II, L.P. dated as
of January 16, 1997, providing for the sale to CC II, L.P. of cable television
systems located in Abbeville, South Carolina: Xxxxxxxx County, South Carolina;
and Lincolnton, North Carolina, respectively, for an aggregate purchase price
of $68,400,000].

"Charter Group" shall mean Charter Communications Group, a Missouri
general partnership.

"Charter Southeast" shall mean Charter Communications Southeast, L.P.,
a Delaware limited partnership.

"Closing Date" shall mean the date of the making of the Tranche A,
Tranche B and Tranche C Loans concurrently with the consummation of the
transactions contemplated by the Hickory Purchase Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Collateral" shall have the meaning assigned to such term in the
Security Documents.

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11

"Commitment" shall mean, as to any Bank, its Tranche A Loan
Commitment, its Tranche B Loan Commitment, its Tranche C Loan Commitment or two
or more of the above as the context may require.

"Commitment Reduction Dates" shall mean the Quarterly Date occurring
in September 1998, and the Quarterly Dates occurring in each December, March,
June and September thereafter.

"Debt Ratio" shall mean, as of any date of determination thereof, the
ratio of (i) the aggregate amount of Specified Indebtedness on a consolidated
basis as at such date of determination to (ii) Annualized Operating Cash Flow
as at such date of determination.

"Default" shall mean an Event of Default or an event which with notice
or lapse of time or both would become an Event of Default.

"Dollars" and "$" shall each mean lawful money of the United States of
America.

"Environmental Laws" shall mean all environmental, health and safety
laws, regulations, resolutions, and ordinances applicable to any Borrower or
its Subsidiaries or any other Loan Party, or any of their respective assets or
properties, including, without limitation all laws, regulations, resolutions,
ordinances and decrees relating to the release of any toxic or hazardous waste
or other chemical substance, pollutant or contaminant into the environment or
the generation, treatment, storage or disposal of any Hazardous Substance.

"Equivalent Subscribers" shall mean, as at any date of determination
thereof, the total number of equivalent households served on a bulk-billing or
commercial account basis which shall be deemed equal to the quotient obtained
by dividing (a) the total fees and charges billed by the Borrowers or their
respective Subsidiaries during the month ended on (or most recently ended prior
to) such date on a bulk-billing or commercial account basis, by (b) the average
standard monthly service fees and charges that Basic Subscribers of the type
described in clause (a) of the definition of such term in this Section 1.1 were
billed during such month by the Borrowers or their respective Subsidiaries,
provided that such term shall not include any equivalent household served on a
bulk-billing or commercial account basis whose account is more than 60 days
past due on such date or which has not paid for at least one month's service.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time, and the regulations
promulgated thereunder.

"ERISA Affiliate" shall mean any corporation or trade or business
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as any of the Borrowers or is under
common control (within the meaning of Section 414(c) of the Code) with any of
the Borrowers.

"Event of Default" shall have the meaning assigned to such term in
Article 9 hereof.

"Excess Cash Flow" shall mean, for any fiscal period, Operating Cash
Flow for such period (calculated without giving effect to the last sentence of
the definition of "Operating Cash Flow" in this Section 1.1) minus (a)
Management Fees paid during such period (to the

-6-
12

extent permitted under the Fee Subordination Agreement), (b) Interest Expense
for such period, (c) Capital Expenditures incurred during such period, (d) all
scheduled payments (but not prepayments) of principal of Specified Indebtedness
(other than Indebtedness to the Banks hereunder) for such period including the
principal component of payments for such period in respect of Capital Lease
Obligations, (e) the excess, if any, of the aggregate amount of the Tranche A
Loans outstanding at the beginning of such period over the aggregate amount of
the Commitments scheduled to be in effect at the end of such period (after
giving effect to any reductions of the Tranche A Loan Commitments effected
during or prior to such period pursuant to Section 2.3(b), 2.3(c) or 2.3(d)
hereof), (f) all payments of principal of the Tranche B Loans or Tranche C
Loans during such period, and (g) all Qualified Distributions made during such
period.
"Federal Funds Rate" shall mean for any day, the rate equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
such weighted average is published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for such a
Business Day, the average of the quoted rates for such Business Day for such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by the Administrative Agent.

"Fee Subordination Agreement" shall mean the Amended and Restated Fee
Subordination Agreement, of even date herewith, among the Borrowers, the
Manager and the Administrative Agent, as the same shall be modified and
supplemented from time to time.

"Fixed Base Rate" shall mean, with respect to any Fixed Rate Loans:

(a) if such Loans are LIBOR Loans, the rate per annum determined
on the basis of the offered rates for United States dollar deposits (having
terms comparable to the Interest Period and in amounts comparable to the
principal amount of the LIBOR Loans to which such Interest Period relates)
which appeared on the Reuters Screen LIBO Page as of 11:00 A.M. (London time)
two London Banking Days prior to the date of determination thereof. If at
least two such offered rates appeared on the Reuters Screen LIBO Page, the rate
for any day shall be the arithmetic mean (rounded upward to the nearest whole
multiple of 1/16 of 1% per annum, if such average is not such a multiple) of
such offered rates, or if fewer than two offered rates appeared, "Fixed Base
Rate" shall mean the rate of interest for United States dollar deposits (having
terms comparable to the Interest Period and in amounts comparable to the LIBOR
Loans to which such Interest Period relates) offered by the principal London
office of The Toronto-Dominion Bank to major banks in the London interbank
market at approximately 11:00 A.M. (London time) two London Banking Days prior
to the determination thereof.
(b) if such Loans are CD Loans, the arithmetic average of the
rates per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
determined by the Administrative Agent to be the rates quoted to the
Administrative Agent at approximately 10:00 a.m. New York time (or as soon
thereafter as practicable) on the first day of the Interest Period for such
Loans by a certificate of deposit dealer of recognized national standing
selected by the

-7-
13

Administrative Agent for the purchase at face value of certificates of deposit
of Credit Lyonnais and The Toronto-Dominion Bank having terms comparable to
such Interest Period and in amounts comparable to the principal amount of the
respective CD Loans to which such Interest Period relates.

"Fixed Charge Coverage Ratio" shall mean, as of any date of
determination thereof, the ratio of (a) Annualized Operating Cash Flow to (b)
Fixed Charges.
"Fixed Charges" shall mean, as at any date of determination thereof,
the sum of (a) Interest Expense for the immediately preceding four full
calendar quarters; plus (b) all payments of principal of Specified Indebtedness
(other than Indebtedness to the Banks hereunder) for such period including the
principal component of payments for such period in respect of Capital Lease
Obligations; plus (c) the excess, if any, of the aggregate amount of the
Tranche A Loans outstanding at the beginning of such period over the aggregate
amount of the Tranche A Loan Commitments scheduled to be in effect at the end
of such period plus (d) all payments of principal of the Tranche B Loans or
Tranche C Loans during such period; plus (e) Capital Expenditures incurred
during the immediately preceding four full calendar quarters; plus (f)
Management Fees paid during such period (to the extent permitted under the Fee
Subordination Agreement); plus (g) Qualified Distributions made during such
period.

"Fixed Rate" shall mean on any date of determination thereof, for any
Fixed Rate Loans, a rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) determined by the Administrative Agent to be equal to (a)
if such Loans are LIBOR Loans, the Fixed Base Rate for such Loans for the
Interest Period for such Loans divided by one minus the Reserve Requirement for
such Loans; and (b) if such Loans are CD Loans, the sum of the Fixed Base Rate
for such Loans for the Interest Period for such Loans divided by one minus the
Reserve Requirement for such Loans for such Interest Period plus the Assessment
Rate for such Interest Period (it being understood that the rate of interest
charged on any Fixed Rate Loan may be adjusted during the Interest Period
thereof to account for changes in the Reserve Requirement applicable thereto).
"Fixed Rate Loans" shall mean CD Loans and LIBOR Loans.
"Franchises" shall mean the franchises and other governmental
ordinances, licenses and agreements pursuant to which

(a) the Borrowers or their respective Subsidiaries are authorized
to offer cable television services in the jurisdictions listed under the
caption "Current Franchises" on Exhibit 1.1 hereto;

(b) from and after the consummation of the transactions
contemplated by the Hickory Purchase Agreement, the Borrowers or their
respective Subsidiaries will be authorized to offer cable television services
in the jurisdictions listed under the caption "Hickory Franchises" on Exhibit
1.1 hereto;
(c) from and after the consummation of the transactions
contemplated by the Cencom Purchase Agreements, the Borrowers or their
respective Subsidiaries will be

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14

authorized to offer cable television services in the jurisdictions listed under
the caption "CCIP Franchises" on Exhibit 1.1 hereto;

and any such franchises, ordinances, licenses and agreements to which any
of the Borrowers or any of their respective Subsidiaries becomes a party
pursuant to an acquisition permitted under this Agreement or a Permitted Asset
Swap.

"GAAP" shall mean United States generally accepted accounting
principles consistently applied.
"Guarantee" by any Person shall mean any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person or in any manner providing for the payment of any
Indebtedness or other obligation of any other Person or otherwise protecting
the holder of such Indebtedness against loss (whether by virtue of partnership
arrangements, agreements to keep well, to purchase assets, goods, securities or
services, or to take or pay or otherwise), provided that the term "Guarantee"
shall not include endorsements for collection or deposit in the ordinary course
of business. The term "Guarantee" used as a verb shall have a correlative
meaning.
"Hazardous Substance" shall mean any hazardous substance, hazardous or
toxic waste, hazardous material, pollutant or contaminant, as those or similar
terms are used in the Environmental Laws and shall include, without limitation,
asbestos and asbestos related products, chlorofluorocarbons, oils or petroleum
derived compounds, polychlorinated biphenyls, pesticides and radon
"Hickory Purchase Agreement" shall mean the Asset Purchase Agreement
dated August 6, 1996, between Prime Cable of Hickory, L.P. and CC II, L.P.,
providing for the sale to CC II, L.P. of cable television systems located in
Hickory, North Carolina, for an aggregate purchase price of $68,000,000 subject
to certain closing adjustments.
"Indebtedness" shall mean, as to any Person at any date (without
duplication): (a) indebtedness created, issued, incurred or assumed by such
Person for borrowed money or evidenced by bonds, debentures, notes or similar
instruments; (b) all obligations of such Person to pay the deferred purchase
price of property or services, excluding, however, trade accounts payable
(other than for borrowed money) arising in, and accrued expenses incurred in,
the ordinary course of business of such Person so long as such trade accounts
payable are paid within 120 days of the date incurred or, if unpaid, are being
disputed in good faith by such Person and for which an adequate reserve has
been established; (c) all Indebtedness of others secured by a Lien on any asset
of such Person, but if such Indebtedness secured thereby is not assumed by such
Person, then only to the extent of the higher of the fair market value or the
book value of the property or asset subject to such Lien; (d) all Indebtedness
or other obligations of others Guaranteed by such Person; (e) all Capital Lease
Obligations and obligations of such Person pursuant to sale and leaseback
transactions; (f) obligations of such Person under Interest Rate Protection
Arrangements; and (g) reimbursement obligations of such Person (whether
contingent or otherwise) in respect of letters of credit, bankers acceptances,
surety or other bonds and similar instruments; notwithstanding the foregoing,
the term

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15

"Indebtedness" shall not include unearned revenue, subscriber advance payments,
subscriber deposits and accrued and unpaid Management Fees.
"Indentures" shall mean (a) the Indenture, dated as of March 15, 1996,
between Charter Southeast and Charter Communications Southeast Capital
Corporation, as issuers, and Boatmen's Trust Company, as trustee; and (b) the
Indenture, dated as of March 15, 1996, between Charter Communications Southeast
Holdings, L.P. and Charter Communications Southeast Holdings Capital
Corporation, as issuers, and Xxxxxx Trust and Savings Bank, as trustee.
"Interest Expense" shall mean, for any period, the sum of (a) the
aggregate amount of interest and fees on all items of Indebtedness of the
Borrowers or their respective subsidiaries accrued during such period (other
than interest the payment of which is deferred pursuant to the terms of
agreements or instruments governing the payment thereof); plus (b) the portion
of Capital Lease Obligations of the Borrowers or their respective subsidiaries
which constitutes imputed interest during such period; plus (c) the net amount
accrued, whether or not actually paid by the Borrowers or their respective
Subsidiaries, pursuant to any Interest Rate Protection Arrangements (or minus
the net amount receivable, whether or not actually received by the Borrowers or
their respective Subsidiaries, pursuant to any Interest Rate Protection
Arrangement).
"Interest Period" shall mean:

(a) with respect to any LIBOR Loan, the period commencing on the
date such Loan is made and ending on the numerically corresponding day in the
first, second, third, sixth or ninth calendar month thereafter, as the
Borrowers may select as provided in Sections 2.1 and 2.2 hereof (provided that
Interest Periods of 12 months' duration may be established on an "as available"
basis), except that each such Interest Period which commences on the last
Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar
month.

(b) with respect to any CD Loan, the period commencing on the date
such Loan is made and ending on the day 30, 60, 90,180 or 270 days thereafter,
as the Borrowers may select as provided in Sections 2.1 and 2.2 hereof
(provided that Interest Periods of 360 days may be established on an "as
available" basis).

Notwithstanding the foregoing: (1) no Interest Period may commence before and
end after any Quarterly Date unless, after giving effect thereto, the aggregate
principal amount of the Loans having Interest Periods which end after such
Quarterly Date shall be equal to or less than the aggregate principal amount of
the Loans permitted to be outstanding hereunder after giving effect to the
repayment of the Loans scheduled to be made on such Quarterly Date pursuant to
Section 2.3(a) hereof; (2) each Interest Period which would otherwise end on a
day which is not a Business Day shall end on the next succeeding Business Day
(or, in the case of an Interest Period for a LIBOR Loan, if such next
succeeding Business Day falls in the next succeeding calendar month, on the
next preceding Business Day); and (3) notwithstanding clause (1) above, no
Interest Period for any Fixed Rate Loan shall have a duration of less than

-10-
16

one month (in the case of a LIBOR Loan) or 30 days (in the case of a CD Loan)
and, if the Interest Period for any Fixed Rate Loans would otherwise be a
shorter period, such Loans shall not be available hereunder.
"Interest Rate Insurance Agreements" shall mean one or more interest
rate insurance agreements whereby a financial institution agrees to insure that
interest on a mutually agreed principal amount computed on a mutually agreed
floating basis will not exceed interest on such principal amount computed on
the basis of a mutually agreed fixed rate (including so-called "caps" and
"captions").
"Interest Rate Protection Arrangements" shall mean Interest Swap
Agreements and Interest Rate Insurance Agreements.
"Interest Swap Agreement" shall mean any interest rate swap or other
agreement having a similar purpose or effect (including so-called "swaptions")
providing for the exchange of notional interest obligations.
"Investment" by the Borrowers shall mean any investment in any Person
whether by means of share purchase, loan, advance, extension of credit,
Guarantee, capital contribution or otherwise.
"Leases" shall mean leases and subleases (other than any leases or
subleases the obligation to pay rent or other amounts under which is a Capital
Lease Obligation), licenses, easements, grants, pole attachment and conduit or
trench agreements and other attachment rights and similar instruments under
which any of the Borrowers has the right to use real or personal property or
rights of way.
"LIBOR Loans" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in clause (a) of the definition of
"Fixed Base Rate" in this Section 1.1.
"Lien" shall mean any mortgage, deed of trust, pledge, security
interest, encumbrance, lien or charge of any kind (including any agreement to
give any of the foregoing, any conditional sale or other title retention
agreement, any lease in the nature thereof and the filing of or agreement to
give any financing statement under the Uniform Commercial Code of any
jurisdiction).
"Loan Documents" shall mean the Notes, the Security Documents and the
Fee Subordination Agreement.
"Loan Party" shall mean any Person (other than a Bank, or an Agent)
which is a party to a Loan Document.
"Loans" shall mean the loans provided for by Section 2.1 hereof.
"London Banking Days" means any day on which dealings in deposits in
Dollars are transacted in the London interbank market.
"Majority Banks" shall mean, (a) if no Loans are outstanding at any
time prior to the Tranche A Loan Commitment Termination Date, Banks holding 66
2/3% of the aggregate

-11-
17

Tranche A Loan Commitments, or (b) at any time Loans are outstanding hereunder,
Banks holding 66 2/3% of the principal amount of the Loans then outstanding.
"Management Agreements" shall mean (a) the Management Agreement, dated
as of March 28, 1996 between CC II, L.P. and the Manager; and (b) any
Management Agreements entered into between CC III, L.P. or Peachtree, on the
one hand, and the Manager, on the other, to the extent the same have been
approved in writing by the Majority Banks, in each case as amended from time to
time, which in the case of an amendment which materially alters the duties and
obligations of the Manager thereunder shall require the prior written consent
of the Majority Banks, which consent shall not be unreasonably withheld.
"Management Fees" shall mean fees and other amounts payable to the
Manager (other than reimbursement for out-of-pocket expenses which shall not be
Management Fees) pursuant to the Management Agreements.
"Manager" shall mean Charter Southeast, in its capacity as Manager
under the Management Agreements.
"Material Adverse Effect" shall mean any material adverse effect upon
the business, assets, liabilities, financial condition, results of operations
or business prospects of the Borrowers and their respective Subsidiaries (if
any), taken as a whole, or upon the ability of the Borrowers to construct,
operate and maintain the Systems, taken as a whole, or to ensure performance by
the Borrowers under the Franchises, taken as a whole, this Agreement or any
other Loan Document, resulting from any act, omission, situation, status event
or undertaking, either singly or taken together.
"Multiemployer Plan" shall mean a plan defined as such in Section
3(37) of ERISA to which contributions have been made by any of the Borrowers or
any ERISA Affiliate and which is covered by Title IV of ERISA.
"Net Proceeds" shall mean, with respect to any sale, lease, transfer
or other disposition of assets or securities by the Borrowers or any of their
respective Subsidiaries, the aggregate amount of cash received for such assets
or securities (including, without limitation, any payments received for
non-competition covenants, consulting or management fees, any portion of the
amount received evidenced by a buyer promissory note or other evidence of
Indebtedness), net of (a) amounts received, if any, for taxes payable by the
Borrowers with respect to any such sale (after application of any available
losses, credits or other offsets), (b) reasonable and customary transaction
costs properly attributable to such transaction and payable by the Borrowers
(other than to an Affiliate) in connection with such sale, lease, transfer or
other disposition of assets or securities, (c) until actually received by the
Borrowers or any of their respective Subsidiaries, any portion of the amount
received held in escrow or evidenced by a buyer promissory note, or a
non-compete agreement or covenant, management agreement or consulting
agreement, for which compensation is paid over time, and (d) any portion of the
amount received which is used to discharge or otherwise satisfy any
Indebtedness incurred in connection with the initial acquisition of such assets
or securities by the Borrowers or any

-12-
18

of their respective Subsidiaries. Upon receipt by the Borrowers or any of
their respective Subsidiaries of amounts referred to in item (c) of the
preceding sentence, such amounts shall then be deemed to be "Net Proceeds."
"Operating Cash Flow" shall mean, for any fiscal period, the
consolidated net income of the Borrowers and their respective Subsidiaries
after taxes for such period, plus (to the extent such items shall have been
deducted in computing such net income after taxes) the sum (calculated without
duplication) of (a) all non-cash expenses including, without limitation, all
non-cash expenses in respect of trade or barter transactions, depreciation, and
amortization, (b) Interest Expense for such period, (c) Management Fees accrued
during such period whether or not paid, (d) all charges to income resulting
from or relating to extraordinary transactions and (e) fees and expenses
incurred in connection with the negotiation, execution and delivery of (1) this
Agreement and the Loan Documents and the making of Tranche A, Tranche B or
Tranche C Loans on the Closing Date, (2) the Purchase Agreements and the
consummation of the transactions contemplated thereunder and (3) the
Partnership Documents, and minus (to the extent such items shall have been
added in computing such net income for such period) all credits to income
resulting from trade or barter transactions or extraordinary transactions
(including, without limitation, any gain from the sale or write up of capital
assets or from the acquisition, retirement or sale of any securities of the
Borrowers or any of their respective Subsidiaries) all as determined in
accordance with GAAP. If any of the Borrowers or any of their respective
Subsidiaries acquires (or disposes of) cable television systems during a fiscal
period, Operating Cash Flow for that fiscal period shall be determined as if
the systems so acquired (or disposed of) had been acquired (or disposed of) on
the first day of such fiscal period (the operating results of acquired systems
for that portion of a fiscal period in which they were not owned by a Borrower
or a Subsidiary shall be determined in accordance with the financial
information prepared by the prior owners thereof, subject to such adjustments
as the Arranging Agents may reasonably require).
"Partnership Documents" shall mean the CC II Partnership Agreement,
the CC III Partnership Agreement, the CC II Certificate of Limited Partnership,
the CC III Certificate of Limited Partnership and the Management Agreements.
"Partnership Pledge Agreement" shall mean the amended and restated
pledge agreement dated March 28, 1996, among CC II General Partner, CC III
General Partner, CC II, L.P., Charter Southeast and the Administrative Agent as
the same shall be amended, modified and supplemented and in effect from time to
time.
"PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.
"Peachtree Pledge Agreement" shall mean the amended and restated stock
pledge agreement, dated March 28, 1996, between CC III, L.P. and the
Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.
"Permitted Asset Swap" shall mean the exchange (whether such exchange
is effected pursuant to a sale of securities or assets or otherwise) of any of
the Systems (or any portion thereof) for cable television assets located in, or
in geographical areas contiguous to, the

-13-
19

geographical areas covered by the Franchises on terms and conditions reasonably
acceptable to the Majority Banks.
"Permitted Liens" shall mean: (a) pledges or deposits by the Borrowers
or their respective Subsidiaries under workers' compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of Indebtedness of
the Borrowers or their respective Subsidiaries) or Leases to which any of the
Borrowers or any of their respective Subsidiaries is a party, or deposits to
secure public or statutory obligations of the Borrowers or their respective
Subsidiaries or deposits of cash or U.S. Government Bonds to secure surety or
appeal bonds to which any of the Borrowers is a party, or deposits as security
for contested taxes or import duties or for the payment of rent; (b) Liens
imposed by law, such as carriers', warehousemen's, materialmen's, mechanics'
and landlords' Liens, or Liens arising out of judgments or awards against any
Borrower with respect to which such Borrower at the time shall currently be
prosecuting an appeal or proceedings for review or the time for doing so has
not yet expired; (c) Liens for property taxes not yet subject to penalties for
non-payment and Liens for taxes the payment of which is being contested as
permitted by Section 8.2 hereof or the time for doing so has not yet expired;
(d) minor survey exceptions, minor encumbrances, easements or reservations of,
or rights of others for rights of way, highways and railroad crossings, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other reservations of rights with respect to, or restrictions as to
the use of, real properties, which do not in the aggregate materially detract
from the value of said properties or materially impair their use in the
operation of the business of the Borrowers taken as a whole; (e) Liens
incidental to the conduct of the business of the Borrowers or to the ownership
of their respective properties which were not incurred in connection with
Indebtedness of any Borrower or its Subsidiaries, which Liens do not in the
aggregate materially detract from the value of said properties or materially
impair their use in the operation of the business of the Borrowers taken as a
whole; (f) Liens relating to Indebtedness permitted by Section 8.8(b), 8.8(c),
8.8(d) and 8.8(e) hereof; and (g) Liens arising under the terms of the
Franchises or under any laws, rules or regulations relating thereto including,
without limitation, the Communications Act of 1934, as amended.
"Person" shall mean an individual, a corporation, a partnership, a
trust, an unincorporated organization, an association, limited liability
company, a joint venture, a trust or other similar organization, a government
or any political subdivision thereof, or any other legal entity.
"Plan" shall mean an employee benefit or other plan established or
maintained by any Borrower or any ERISA Affiliate and which is covered by Title
IV of ERISA, other than a Multiemployer Plan.
"Pole Rental Lease" shall mean Leases under which any Borrower or any
Subsidiary has the right to use municipal or utility company, telephone or
other poles, conduits or trenches for the purpose of supporting or housing
cables comprising an element of the cable television systems of the Borrowers
and their respective Subsidiaries.

-14-
20

"Post Default Rate" shall mean for any Loan a rate per annum equal to
2% above the interest rate for such Loan as provided in Section 3.2(a) hereof.
"Pro Forma Balance Sheet" shall mean an unaudited consolidated pro
forma balance sheet of the Borrowers and their respective Subsidiaries as of
the Closing Date or the date of the borrowing referred to in Section 6.2
hereof, giving effect to the Loans to be made on such date and the application
of the proceeds thereof.
"Pro Forma Debt Service" shall mean, as at any date, the sum
(calculated without duplication) of (a) all payments of principal and fees on
all items of Specified Indebtedness (other than Indebtedness to the Banks
hereunder) scheduled to be made during the immediately succeeding four full
calendar quarters, including the principal component of payments for such
period in respect of Capital Lease Obligations; plus (b) Interest Expense
scheduled to accrue during the immediately succeeding four full calendar
quarters; plus (c) the excess, if any, of the aggregate amount of the Tranche A
Loans outstanding on such date over the aggregate amount of the Tranche A Loan
Commitments scheduled to be in effect at the end of the immediately succeeding
four full calendar quarters; plus (d) all payments of principal on the Tranche
B or Tranche C Loans scheduled to be made during the immediately succeeding
four full calendar quarters; plus (e) Management Fees anticipated to be paid in
cash during the immediately succeeding four full calendar quarters to the
extent payment would be permitted under the Fee Subordination Agreement
(assuming Annualized Operating Cash Flow does not increase or decrease during
such period); plus (f) the amount of Qualified Distributions permitted to be
made during the immediately succeeding four full calendar quarters (calculated
as if the annual Qualified Distributions permitted under Section 8.26 hereof
are to be made in equal quarterly installments). In calculating Pro Forma Debt
Service, the Interest Expense on Indebtedness which does not bear interest at a
fixed rate throughout the relevant period and is not fixed by way of Interest
Rate Protection Arrangements throughout such period shall be calculated for the
periods in which it is not so fixed using a rate of interest equal to the LIBOR
Rate for three-month Interest Periods plus the Applicable Margin then in
effect; provided, however, that if the LIBOR Rate for three-month Interest
Periods cannot then be determined, in the reasonable opinion of the
Administrative Agent, then such Interest Expense shall be calculated using the
Base Rate plus the Applicable Margin then in effect.
"Pro Forma Debt Service Coverage" shall mean, as at any date of
determination thereof, the quotient, expressed as a percentage (which may be in
excess of 100%) determined by dividing (a) Annualized Operating Cash Flow for
the applicable period by (b) Pro Forma Debt Service.
"Projections" shall mean the projections, each set of which is
entitled "Charter Communications II, L.P. Projections of Taxable Income (Loss)
and Cash Flow" dated April 14, 1995, June 13, 1995, July 21, 1995, November 14,
1995, March 22, 1996, and December 23, 1996, respectively, prepared by the
Borrowers and previously delivered to the Banks.
"Purchase Agreements" shall mean, collectively, the Hickory Purchase
Agreement and the Cencom Purchase Agreements.

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21

"Qualified Distributions" shall mean partnership distributions of CC
II, L.P., made in accordance with Section 8.26 hereof.
"Quarterly Dates" shall mean the last Business Day of each March,
June, September and December the first of which shall be the last Business Day
of March 1997.
"Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System (or any successor thereto), as the same may be
amended or supplemented from time to time.
"Regulatory Change" shall mean, with respect to any Bank, any change
after the date of this Agreement in United States federal, state or foreign
laws or regulations (including Regulation D) or the adoption or making after
such date of any interpretations, directives or requests applying to a class of
banks including such Bank of or under any United States federal or state, or
any foreign, laws or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof.
"Reserve Requirement" shall mean, for any Fixed Rate Loans on a daily
basis, the maximum rate at which reserves (including any marginal, supplemental
or emergency reserves) are required to be maintained (in the case of CD Loans)
or the actual rate at which reserves (including any marginal, supplemental or
emergency reserves) are maintained (in the case of LIBOR Loans), in each case
during the Interest Period therefor, under Regulation D by member banks of the
Federal Reserve System in New York City with deposits exceeding one billion
Dollars against (a) in the case of LIBOR Loans, "Eurocurrency liabilities" (as
such term is used in Regulation D) or (b) in the case of CD Loans, non-
personal Dollar time deposits in an amount of $100,000 or more. Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against (x) any category of liabilities which includes
deposits by reference to which the Fixed Base Rate for LIBOR Loans or CD Loans
(as the case may be) is to be determined as provided in the definition of
"Fixed Base Rate" in this Section 1.1 or (y) any category of extensions of
credit or other assets which include any Type of Fixed Rate Loan.
"Restricted Payments" shall mean: (a) prepayments (other than
prepayments of Capital Lease Obligations and Indebtedness permitted under
Section 8.8(b) hereof) of principal of, or interest on, or any other amounts
owing in respect of, any Indebtedness of the Borrowers or their respective
Subsidiaries other than Indebtedness to the Banks; (b) except for Qualified
Distributions, or as otherwise provided in Section 8.18 hereof, partnership
distributions of CC II, L.P. or CC III, L.P. (in cash, property or obligations)
on, or other payments or distributions on account of, or the setting apart of
money for a sinking or other analogous fund for, or the purchase, redemption,
retirement or other acquisition of, any portion of any partnership interest
(whether general or limited) in CC II, L.P. or CC III, L.P.; and (c) payments
of Management Fees except to the extent permitted under the Fee Subordination
Agreement.

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22

"Security Agreement" shall mean the Amended and Restated Security
Agreement, dated as of March 28, 1996, among the Borrowers and the
Administrative Agent, as the same shall be amended, modified and supplemented
and in effect from time to time.
"Security Documents" shall mean the Security Agreement, the
Partnership Pledge Agreement, the Peachtree Pledge Agreement, the CC III
General Partner Pledge Agreement and such other agreements, instruments and
documents as the Administrative Agent may reasonably require to effect the
purposes of the Security Agreement, the Partnership Pledge Agreement, the
Peachtree Pledge Agreement, the CC III General Partner Pledge Agreement and
this Agreement.
"Senior Officer" shall mean any individual general partner, the Chief
Executive Officer, President, any Vice President or Comptroller of or the chief
financial officer of CC II General Partner, CC III General Partner or the
Borrowers.
"Specified Indebtedness" shall mean all Indebtedness of the Borrowers
and their respective Subsidiaries other than accrued Management Fees the
payment of which has been deferred pursuant to the Fee Subordination Agreement.
"Subsidiary" shall mean, with respect to any Person, any corporation
or other entity, whether now existing or hereafter organized or acquired, of
which a majority of the securities or other ownership interests having ordinary
voting power for the election of directors or other persons performing similar
functions (irrespective of whether or not at the time stock of any other class
or classes of such corporation or any other type of ownership interest of such
other entity shall have or might have voting power by reason of the happening
of any contingency) are at the time owned by such Person and/or one or more
Subsidiaries of such Person.
"Systems" shall mean the Borrowers' and their respective Subsidiaries'
cable television systems operating in the areas referred to in the Franchises
and any additions or modifications thereto or extensions thereof and any cable
television systems acquired by any Borrower or any of their respective
Subsidiaries pursuant to a Permitted Asset Swap.
"Tranche A Loans" shall mean the Loans made pursuant to Section 2.1(a)
hereof.
"Tranche A Loan Commitment" shall mean, as to any Bank, the obligation
of such Bank to make Tranche A Loans to the Borrowers in an aggregate principal
amount up to but not exceeding the amount set forth opposite such Bank's name
on Schedule 1 hereto under the caption "Tranche A Loan Commitment" (as the same
may be modified as a result of an assignment pursuant to Section 11.6 hereof or
reduced pursuant to Section 2.3 hereof).
"Tranche A Loan Commitment Termination Date" shall mean June 30, 2005.
"Tranche A Notes" shall mean the promissory notes of the Borrowers
evidencing the Tranche A Loans, substantially in the form of Exhibit 2.8-1
hereto.
"Tranche A Share" shall mean, at any date of determination thereof, a
fraction, the numerator of which is the aggregate principal amount of the
Tranche A Loans outstanding on such date, and the denominator of which is the
aggregate principal amount of all the Loans outstanding on such date.

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23

"Tranche B Loans" shall mean the Loans made pursuant to Section 2.1(b)
hereof.
"Tranche B Loan Commitment" shall mean, as to any Bank, the obligation
of such Bank to make on the Closing Date Tranche B Loans to the Borrowers in an
aggregate principal amount up to but not exceeding the amount set forth next to
such Bank's name on Schedule 1 hereto under the caption "Tranche B Loan
Commitment" (as the same may be modified as a result of an assignment pursuant
to Section 11.6 hereof or reduced pursuant to Section 2.3 hereof).
"Tranche B Notes" shall mean the promissory notes of the Company
evidencing the Tranche B Loans, substantially in the form of Exhibit 2.8-2
hereto.
"Tranche B Share" shall mean, at any date of determination thereof, a
fraction, the numerator of which is the aggregate principal amount of the
Tranche B Loans outstanding on such date, and the denominator of which is the
aggregate principal amount of all the Loans outstanding on such date.
"Tranche C Loans" shall mean the Loans made pursuant to Section 2.1(c)
hereof.
"Tranche C Loan Commitment" shall mean, as to any Bank, the obligation
of such Bank to make on the Closing Date Tranche C Loans to the Borrowers in an
aggregate principal amount up to but not exceeding the amount set forth next to
such Bank's name on Schedule 1 hereto under the caption "Tranche C Loan
Commitment" (as the same may be modified as a result of an assignment pursuant
to Section 11.6 hereof or reduced pursuant to Section 2.3 hereof).
"Tranche C Notes" shall mean the promissory notes of the Company
evidencing the Tranche C Loans, substantially in the form of Exhibit 2.8-3
hereto.
"Tranche C Share" shall mean, at any date of determination thereof, a
fraction, the numerator of which is the aggregate principal amount of the
Tranche C Loans outstanding on such date, and the denominator of which is the
aggregate principal amount of all the Loans outstanding on such date.
1.2 Additional Defined Terms. The following terms defined elsewhere
in this Agreement shall have the respective meanings therein defined:

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Term Definition
------ ----------

Additional Costs 5.1(a)
Administrative Agent Caption
Affected Loans 5.4
Affected Type 5.4
Applicable Amount 2.3(b)
Arranging Agents Caption
Banks Caption
Borrowers Caption
Cencom Loan Date 6.3
Class 1.4
Co-Agents Caption
Documentation Agent Caption
Managing Agents Caption
Note 2.8(a)
Peachtree Stock 7.2(b)
Required Payment 4.4
Type 1.4

1.3 Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all
determinations with respect to accounting matters hereunder shall be made and
all financial statements and certificates and reports as to financial matters
required to be delivered hereunder shall be prepared in accordance with GAAP.
To enable the ready determination of compliance by the Borrowers with the
various covenants set forth in Article 8 hereof, the Borrowers will not change
the last day of their respective fiscal years from December 31, or the last
days of the first three fiscal quarters in their respective fiscal years from
March 31, June 30 and September 30, respectively.

1.4 Classes and Types. Loans hereunder are distinguished by "Class"
and by "Type." The "Class" of a Loan (or of a Commitment to make such a Loan)
refers to the determination whether such Loan is a Tranche A Loan, a Tranche B
Loan or a Tranche C Loan, each of which constitutes a Class. The "Type" of
Loan refers to the determination whether such Loan is a LIBOR Loan, a Base Rate
Loan or a CD Loan. Identification of a Loan may be by Class or Type or both
Class and Type (e.g., a "Base Rate Tranche A Loan" indicates that such Loan is
both a Base Rate Loan and a Tranche A Loan).

Article 2. Loans and Commitments.

2.1 Loans.
(a) Each Bank severally agrees, on the terms of this Agreement, to
make loans to the Borrowers during the period from and including the date of
the execution hereof to but excluding the Tranche A Loan Commitment Termination
Date in an aggregate principal amount at any one time outstanding up to but not
exceeding the amount of such Bank's Tranche A Loan Commitment as then in
effect. Subject to the terms of this Agreement,

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25

during such period the Borrowers may borrow, repay and reborrow the amount of
the Tranche A Loan Commitments. Each Tranche A Loan may be a Base Rate Loan,
CD Loan or LIBOR Loan, provided that no more than five Loans which are Fixed
Rate Loans may be outstanding at any time.
(b) Each Bank severally agrees, on the terms of this Agreement, to
make, on the Closing Date, loans to the Borrowers in the principal amount of
such Bank's Tranche B Loan Commitment. Each Tranche B Loan may be a Base Rate
Loan, CD Loan or LIBOR Loan.
(c) Each Bank severally agrees, on the terms of this Agreement, to
make on the Closing Date a term loan to the Borrowers in the principal amount
of such Bank's Tranche C Loan Commitment. Each Tranche C Loan may be a Base
Rate Loan, CD Loan or LIBOR Loan.
(d) The Loans of each Type made by each Bank shall be made and
maintained at such Bank's Applicable Lending Office for Loans of such Type.

2.2 Borrowings and Conversions.
(a) The Borrowers shall give the Administrative Agent (which shall
promptly notify the Banks) notice (substantially in the form of Exhibit 2.2
hereto) of each borrowing of a Tranche A Loan and of each conversion of a loan
of any Class from one Type of Loan to another hereunder. Each such notice
shall be given on a Business Day and shall be irrevocable and effective only
upon receipt by the Administrative Agent and shall specify (1) the aggregate
amount (which shall be at least $200,000 in the case of a Tranche A Base Rate
Loan and at least $1,000,000 in the case of a Tranche A Fixed Rate Loan) and
date (which shall be a Business Day) of the Loan to be borrowed, (2) the Type
of Loan to be borrowed, and (3) in the case of Fixed Rate Loans, the duration
of the Interest Period therefor. Each such notice shall be given not later
than 12:00 noon New York time on the day which is not less than the number of
Business Days prior to the date of such borrowing or conversion specified below
opposite the Type of such Loan:

Type Business Days
---- -------------

Base Rate Loan 1
CD Loan 3

LIBOR Loan 3

Each notice of a borrowing which increases the aggregate principal amount of
the Tranche A Loans outstanding shall be accompanied by a letter from the
Borrowers setting forth the use of proceeds of the Loans requested in such
notice. Notwithstanding anything herein to the contrary, no notice pursuant to
this Section 2.2 shall be necessary upon the expiration of the Interest Period
for a Fixed Rate Loan unless the Borrowers have requested a new Fixed Rate Loan
with respect to the principal amount thereof; such Loans shall automatically be
converted to Base Rate Loans.

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(b) If an Event of Default shall have occurred and be continuing,
(1) each Base Rate Loan shall remain a Base Rate Loan and may not be reborrowed
as a Fixed Rate Loan; and (2) each Fixed Rate Loan shall remain a Fixed Rate
Loan until the expiration of the Interest Period therefor at which time it
shall automatically convert to a Base Rate Loan. Subject to clause (2) of the
immediately preceding sentence, if an Event of Default shall have occurred and
be continuing, the Borrowers shall not have the right to borrow Fixed Rate
Loans.
(c) Not later than 12:00 noon New York time on the date specified
for each borrowing hereunder, each Bank shall make available to the
Administrative Agent at the Administrative Agent's Office the amount of the
Loan to be made by it on such date in immediately available funds for the
account of the Borrowers. The amount so received by the Administrative Agent
shall, subject to the terms and conditions of this Agreement, be made available
to the Borrowers by depositing the same, in immediately available funds, in an
account of the Borrowers maintained with the Administrative Agent at the
Administrative Agent's Office designated by the Borrowers or by wiring the
same, in immediately available funds, to any account specified by the Borrowers
in the notice of borrowing.

2.3 Changes of Commitments and Term Loan Repayment.
(a) On each Commitment Reduction Date set forth in column (a)
below the aggregate amount of the Tranche A Loan Commitments shall be reduced
by an amount equal to the amount set forth in column (b) below opposite such
Commitment Reduction Date until the aggregate amount of the Tranche A Loan
Commitments shall have been reduced to $0:

(a) (b)

Commitment
Reduction Amount of
Date Falling In Reduction
--------------- ---------

September and December 1998 $4,750,000

March, June, September and December 1999 $3,705,000
March, June, September and December 2000 $5,700,000

March, June, September and December 2001 $5,937,500

March, June, September and December 2002 $6,412,500

March, June, September and December 2003 $8,906,250
March, June, September and December 2004 $9,737,500

March and June 2005 $9,452,500

Notwithstanding the foregoing, the Tranche A Loan Commitments shall terminate
and all outstanding Loans and accrued interest thereon shall be payable in full
on the Tranche A

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Commitment Termination Date. The principal of the Tranche B Loans and of the
Tranche C Loans shall be repaid by the Borrowers in quarterly installments
payable on each Quarterly Date commencing with September 30, 1998, the amount
of the installment of principal payable on a Quarterly Date set forth in column
(x) below to be equal to (i) in the case of the Tranche B Loans, the amount
set forth opposite such Quarterly Date in column (y) below and (ii) in the case
of the Tranche C Loans, the amount set forth opposite such Quarterly Date in
column (z) below:

(x) (y) (z)

Quarterly Tranche B Tranche C
Date Falling In Loan Repayment Loan Repayment
---------------- -------------- --------------

September and December 1998 $2,500,000 $ 187,500

March, June, September and December 1999 $1,950,000 $ 93,750

March, June, September and December 2000 $3,000,000 $ 93,750
March, June, September and December 2001 $3,125,000 $ 93,750

March, June, September and December 2002 $3,375,000 $ 187,500

March, June, September and December 2003 $4,687,500 $ 187,500

March, June, September and December 2004 $5,125,000 $ 2,812,500
March and June (and, for Tranche C Loans only, $4,975,000 $15,187,500
September and December) 2005

The then unpaid balance of the Tranche B Loans shall be payable in full on June
30, 2005. The then unpaid balance of the Tranche C Loans shall be payable in
full on December 31, 2005.

(b) Subject to the provisions of Section 2.9(a) hereof, the
Borrowers shall have the right, at any time or from time to time, to terminate
or reduce the aggregate amount of the Tranche A Loan Commitments and to prepay
the Tranche B Loans or Tranche C Loans in accordance with the following
procedure. The Borrowers shall give not less than five Business Days' prior
notice to the Administrative Agent of each such termination or reduction and
prepayment. The notice shall specify the aggregate amount (which shall not be
less than $1,000,000) by which the Borrowers wish to terminate or reduce the
Tranche A Loan Commitments and to prepay the Tranche B Loans and Tranche C
Loans (the "Applicable Amount"). The notice shall also specify the effective
date thereof. On the effective date specified in the notice, the Tranche A
Loan Commitments shall be reduced by the Tranche A Share of the Applicable
Amount and the Borrowers shall prepay the Tranche B Loans in an amount equal to
the Tranche B Share of the Applicable Amount and the Tranche C Loans in an
amount equal to the Tranche C Share of the Applicable Amount. Each notice
pursuant

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to this Section 2.3(b) shall be irrevocable and effective only upon receipt by
the Administrative Agent; provided that the Tranche A Loan Commitments may not
be terminated pursuant to this Section 2.3(b) when Tranche A Loans are
outstanding and may not be reduced to an aggregate amount less than the
outstanding principal amount of the Tranche A Loans. Each reduction of the
Tranche A Loan Commitments pursuant to this Section 2.3(b) shall be applied pro
rata to the then remaining reductions scheduled under Section 2.3(a). Each
prepayment of the Tranche B Loans and the Tranche C Loans pursuant to this
Section 2.3(b) shall be applied pro rata to the then remaining payments
scheduled under Section 2.3(a).
(c) The Tranche A Loan Commitments shall be reduced by the Tranche
A Share of the Net Proceeds of any sale or lease of assets (including, without
limitation, the Net Proceeds, if any, of any Permitted Asset Swap), effective
upon the fifth day following the receipt thereof by the Borrowers or any of
their respective Subsidiaries. Each reduction of the Tranche A Loan
Commitments pursuant to this Section 2.3(c) shall be applied pro rata to the
then remaining reductions scheduled under Section 2.3(a); provided that the
Tranche A Loan Commitments shall at no time be less than $0. The Tranche B
Loans and Tranche C Loans shall be prepaid in amounts equal to the Tranche B
Share and Tranche C Share, respectively of the Net Proceeds of any sale or
lease of assets (including, without limitation, the Net Proceeds, if any, of
any Permitted Asset Swap), effective upon the fifth day following the receipt
thereof by the Borrowers or any of their respective Subsidiaries. Each such
prepayment of the Tranche B Loans and Tranche C Loans pursuant to this Section
2.3(c) shall be applied pro rata to the then remaining payments scheduled under
Section 2.3(a).
(d) On April 30 of each calendar year, commencing on April 30,
1999, the Tranche A Loan Commitments shall be reduced by the Tranche A Share of
50% of Excess Cash Flow for the immediately preceding fiscal year. Each
reduction of the Tranche A Loan Commitments pursuant to this Section 2.3(d)
shall be applied pro rata to the then remaining reductions scheduled under
Section 2.3(a); provided that the Tranche A Loan Commitments shall at no time
be less than $0. On April 30 of each calendar year, commencing on April 30,
1999, the Tranche B Loans and Tranche C Loans shall be prepaid in an amount
equal to the Tranche B Share and Tranche C Share, respectively, of 50% of
Excess Cash Flow for the immediately preceding fiscal year. Each such
prepayment of the Tranche B Loans and Tranche C Loans pursuant to this Section
2.3(d) shall be applied pro rata to the then remaining payments scheduled under
Section 2.3(a).
(e) If the transactions contemplated by the Cencom Purchase
Agreements are not consummated on or before September 30, 1997, the aggregate
Tranche A Loan Commitments shall, effective as of the close of business on
September 30, 1997, automatically be reduced by $25,000,000, such reductions to
be applied pro rata to the then remaining reductions scheduled under Section
2.3(a); provided, that the Tranche A Loan Commitments shall at no time be less
than $0.
(f) If at any time from and after the date hereof, Charter
Southeast or any parent company thereof shall incur indebtedness the proceeds
of which are used, directly or indirectly, to make contributions to the capital
of any of the Borrowers (it being understood

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that contributions by one Borrower to the capital of another Borrower shall not
be included in the foregoing), then the Tranche A Loan Commitments shall be
reduced by an amount equal to the Tranche A Share of the amount so contributed
and the Tranche B Loans and Tranche C Loans shall be prepaid in an amount equal
to the Tranche B Share and Tranche C Share, respectively, of the amount so
contributed. Each reduction of the Tranche A Loan Commitments pursuant to this
Section 2.3(f) shall be applied pro rata to the then remaining reductions
scheduled under Section 2.3(a) and each prepayment of the Tranche B Loans and
Tranche C Loans pursuant to this Section 2.3(f) shall be applied pro rata to
the then remaining payments scheduled under Section 2.3(a).
(g) The Tranche A Loan Commitments once terminated or reduced may
not be reinstated.
(h) Notwithstanding anything herein to the contrary, so long as no
Default shall have occurred and be continuing, no reduction of the Tranche A
Loan Commitments or prepayment of the Tranche B Loans or Tranche C Loans
otherwise required under Section 2.3(c) or 2.3(f) hereof shall be required
unless and until the sum of (1) Net Proceeds of any sale or lease of assets by
any of the Borrowers after the date hereof; and (2) contributions to the
capital of any of the Borrowers (other than contributions by another Borrower)
shall exceed $5,000,000, and the amount of such reductions and prepayments
shall be calculated based upon such excess.

2.4 Fees.
(a) The Borrowers shall pay to the Administrative Agent, for the
account of each Bank, for the period from and after the Closing Date to and
including the earlier of the date such Tranche A Loan Commitment is terminated
or the Tranche A Loan Commitment Termination Date, a commitment fee (payable on
the Quarterly Dates and on the earlier of the date the Tranche A Loan
Commitments are terminated and the Tranche A Loan Commitment Termination Date)
on the daily average unused amount of such Bank's Tranche A Loan Commitment, if
any, as in effect from time to time, at a rate equal to 3/8 of 1% per annum.
(b) From and after the date hereof, all references in the
outstanding letter agreements between the Borrowers and the Agents with respect
to fees payable by the Borrowers for services rendered by the Agents pursuant
to the Prior Credit Agreement shall be deemed references to this Agreement and
such letter agreements shall continue in full force and effect.

2.5 Several Obligations. The failure of any Bank to make any Loan
to be made by it on the date specified therefor shall not relieve any other
Bank of its obligation to make its Loan on such date, but no Bank shall be
responsible for the failure of any other Bank to make a Loan to be made by such
other Bank.

2.6 Pro Forma Restrictions on Indebtedness. Each notice of a
borrowing pursuant to Section 2.2 hereof which increases the aggregate
principal amount of the Loans outstanding shall be accompanied by a certificate
of a Senior Officer on behalf of each of the Borrowers (which shall include
reasonably detailed computations of the matters so certified) to the effect
that, after giving effect to the Loans requested in such notice, on the date of
the proposed

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borrowing, the covenants set forth in Sections 8.12 and 8.13 hereof shall not
have been breached (assuming for the purposes of such certification and
computation that all Loans made after the last day of the immediately preceding
full calendar quarter, and the Loan which is the subject of the notice of
Borrowing, if not made on the last day of a calendar quarter, were made on and
as of the last day of the immediately preceding full calendar quarter).

2.7 Use of Proceeds. The proceeds of the Loans made prior to the
date hereof were used in accordance with the Prior Credit Agreement and the
proceeds of the Loans made from and after the date hereof hereunder shall be
used by the Borrowers solely for (a) the repayment or refinancing on the
Closing Date of Loans under the Prior Credit Agreement; (b) payment of the
purchase price for the Systems acquired pursuant to the Purchase Agreements;
(c) Investments and Capital Expenditures by the Borrowers to the extent
permitted by this Agreement; (d) acquisitions of assets by the Borrowers to the
extent permitted by this Agreement; (e) prepayments of principal of the Tranche
B Loans and Tranche C Loans in accordance with Section 2.9(a) hereof; and (f)
working capital and other general purposes of the Borrowers including, without
limitation, the payment of interest, fees and expenses relating to (1) this
Agreement and the Loans hereunder; (2) the negotiation, execution and delivery
of the Purchase Agreements; and (3) the payment to Charter Communications, Inc.
and Charterhouse Group International, Inc. of Search and Acquisition Fees with
respect to the Purchase Agreements in an amount not to exceed $1,750,000 in the
aggregate.

2.8 Notes and Loan Accounts.
(a) Each Loan of a particular Class made by a Bank shall be
evidenced by a single promissory note of the Borrowers (each a "Note"), which
shall be a Tranche A Note, a Tranche B Note, or a Tranche C Note, as
appropriate, payable to the order of such Bank in a principal amount equal to
the amount of its Tranche A Loan Commitment, Tranche B Loan Commitment, or
Tranche C Loan Commitment, as the case may be, as originally in effect.
Tranche A Notes shall be substantially in the form of Exhibit 2.8-1 hereto,
Tranche B Notes shall be substantially in the form of Exhibit 2.8-2 hereto and
Tranche C Notes shall be substantially in the form of Exhibit 2.8-3 hereto.
Each Note shall be dated the date of the initial borrowing of the relevant
Class of Loans under this Agreement, and shall be otherwise duly completed.
The amount, Class, Type, date and maturity date of each Loan made by each Bank,
and all payments made on account of the principal thereof, shall be recorded by
each Bank on its books and, prior to any transfer of any Note held by it,
endorsed by each Bank on the schedule attached to the Note or any continuation
thereof as to the amount and Type of Loans then outstanding.
(b) Each Bank may open and maintain on its books in the name of
the Borrowers a loan account with respect to its Loans and interest thereon.
Each Bank which opens such loan account shall debit such loan account for the
principal amount of each Loan made by it and accrued interest thereon, and
shall credit such loan account for each payment on account of principal of or
interest on its Loans. The records of a Bank with respect to the loan account
maintained by it shall be prima facie evidence of the Loans and accrued
interest thereon.

2.9 Prepayments.

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(a) The Borrowers may prepay (without premium or penalty) Tranche
A Base Rate Loans upon not less than five Business Days' prior written notice
to the Administrative Agent, which notice shall specify the prepayment date
(which shall be a Business Day) and the amount of the prepayment (which shall
be not less than $500,000 and shall be in an integral multiple of $100,000) and
shall be irrevocable and effective only upon receipt by the Administrative
Agent, provided that interest on the principal prepaid, accrued to the
prepayment date, shall be paid on the prepayment date. The Borrowers may only
prepay Tranche B Base Rate Loans or Tranche C Base Rate Loans concurrently with
reductions of the Tranche A Loan Commitments in accordance with Section 2.3(b)
hereof, provided that interest on the principal prepaid, accrued to the
prepayment date, shall be paid on the prepayment date. Fixed Rate Loans may
not be prepaid unless all payments required under Section 5.5 hereof are made
concurrently with such prepayment, but there shall be no other premium or
penalty in connection with such prepayment.
(b) If, after giving effect to any termination or reduction of the
Tranche A Loan Commitments pursuant to Section 2.3 hereof, the outstanding
aggregate principal amount of the Tranche A Loans exceeds the aggregate amount
of the Tranche A Loan Commitments, the Borrowers shall pay or prepay the
Tranche A Loans on the date of such termination or reduction in an aggregate
principal amount equal to the excess, together with interest thereon and
commitment fees accrued to the date of such payment or prepayment and any
amounts payable (in the case of Fixed Rate Loans) pursuant to Section 5.5
hereof in connection therewith. Each prepayment pursuant to this Section
2.9(b) shall be applied first to any outstanding Tranche A Base Rate Loans and
thereafter to such outstanding Tranche A Fixed Rate Loans as the Borrowers
shall designate (or, if the Borrowers shall fail to so designate, to such
outstanding Tranche A Fixed Rate Loans as the Arranging Agents shall determine
in their sole discretion).

2.10 Borrowers' Obligations. The liabilities, obligations,
representations, warranties, covenants and agreements of the Borrowers
hereunder are joint and several, and (as between the Borrowers, on the one
hand, and the Banks and the Agents, on the other hand) shall not be subject to
any allocation or apportionment. The Banks and the Agents shall be entitled to
enforce their rights and remedies hereunder against any one or all of the
Borrowers without it being necessary for any other Borrower to be joined as an
additional party in any proceedings instituted by any Bank or Agent with
respect thereto.

Article 3. Payments of Principal and Interest.

3.1 Repayments of Principal. The Borrowers will pay to the
Administrative Agent, for the account of each Bank:

(a) the principal of each Fixed-Rate Loan on the last day of
the Interest Period therefor (subject to the provisions of Section 2.2
hereof with respect to conversions of Fixed-Rate Loans into Base Rate
Loans);
(b) the principal of each outstanding Tranche A Loan on the
Tranche A Loan Commitment Termination Date and as required pursuant to
Section 2.9(b) hereof; and

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3.2 Interest.

(a) The Borrowers will pay to the Administrative Agent, for the
account of each Bank, interest on the unpaid principal amount of each Loan, for
the period commencing on the date of such Loan to but excluding the date such
Loan shall be paid in full, at the following rates per annum:

(1) if such Loan is a Base Rate Loan, the Base Rate (as in
effect from time to time) plus the Applicable Margin, and

(2) if such Loan is a Fixed Rate Loan, the Fixed Rate for
such Loan for the Interest Period therefor plus the Applicable Margin.

Notwithstanding the foregoing, the Borrowers will pay to the Administrative
Agent, for the account of each Bank, interest at the applicable Post-Default
Rate on the principal of all Loans made by such Bank, and (to the fullest
extent permitted by law) on any other amount payable by the Borrowers hereunder
or under the Notes held by such Bank to or for the account of such Bank, upon
the occurrence and during the continuance of an Event of Default until such
Event of Default is no longer continuing or the Loans and other sums due such
Bank hereunder are paid in full. Accrued interest on each Base Rate Loan shall
be payable on each Quarterly Date. Accrued interest on each Fixed Rate Loan
shall be payable on the last day of the Interest Period therefor and, if such
Interest Period is longer than 90 days (in the case of a CD Loan) or three
months (in the case of a LIBOR Loan) on each quarterly anniversary of the first
day of such Interest Period; interest payable at the Post- Default Rate shall
be payable from time to time on demand of the Administrative Agent. Promptly
after the determination of any interest rate provided for herein or any change
therein, the Administrative Agent shall notify the Banks to which such interest
is payable and the Borrowers thereof.
(b) At no time shall the amount of interest due or payable hereunder
or under the Notes exceed the maximum rate of interest allowed by applicable
law, and if any such payment is inadvertently made by the Borrowers or
inadvertently received by any Bank, then such excess sum shall be credited as a
payment of principal, unless the Borrowers notify such Bank in writing that it
elects to have such excess sum returned forthwith. It is the express intent of
this Agreement that the Borrowers not pay and the Banks not receive, directly
or indirectly, in any manner whatsoever, interest in excess of that which may
legally be paid by any borrower under applicable law.

Article 4. Payments; Computations; Etc.

4.1 Payments. Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Borrowers
under this Agreement and the Notes shall be made in Dollars, in immediately
available funds, without set-off or counterclaim, to the Administrative Agent
at the Administrative Agent's Office, not later than 1:00 P.M. Houston, Texas
time, on the date on which such payment shall become due (each

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such payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day and interest thereon shall accrue and
be payable at the rate applicable thereto in accordance with the provisions of
this Agreement). After the occurrence and during the continuance of an Event
of Default under Section 9.B or 9.C hereof, the Administrative Agent, or any
Bank for whose account any such payment is required to be made, may (but shall
not be obligated to) debit the amount of any such payment which is not made by
such time to any ordinary deposit account of the Borrowers with the
Administrative Agent or such Bank, as the case may be (with subsequent notice
to the Borrowers which shall not be a condition precedent to such debit). The
Borrowers shall, at the time of making each payment under this Agreement or any
Note, specify to the Administrative Agent the Loans or other amounts payable by
the Borrowers hereunder to which such payment is to be applied (and in the
event that it fails to so specify, or if an Event of Default has occurred and
is continuing, the Administrative Agent may distribute such payment to the
Banks in such manner as the Arranging Agents may determine to be appropriate,
subject to Section 4.2 hereof). Each payment received by the Administrative
Agent under this Agreement or any Note for the account of a Bank shall be paid
promptly to such Bank, in immediately available funds, for the account of such
Bank. If the due date of any payment under this Agreement or any Note would
otherwise fall on a day which is not a Business Day, such date shall be
extended to the next succeeding Business Day and interest shall be payable for
any principal so extended for the period of such extension; provided, however,
that if the due date of any payment of principal of, or interest on, a LIBOR
Loan is not a Business Day and the next succeeding Business Day is not in the
same calendar month as the due date of such payment, such payment shall be made
on the Business Day immediately preceding the due date thereof.

4.2 Pro Rata Treatment. Except to the extent otherwise provided
herein: (a) each borrowing from the Banks under Section 2.1 hereof shall be
made from the Banks, and each payment of commitment fees under Section 2.4(a)
hereof shall be made for the account of the Banks, pro rata in accordance with
the amounts of their respective Commitments for the applicable Class of Loans;
(b) each termination or reduction of the amount of the Tranche A Loan
Commitments under Section 2.3 hereof shall be applied to the Tranche A Loan
Commitments of the Banks pro rata in accordance with the amounts of their
respective Tranche A Loan Commitments; (c) each payment of principal of Loans
by the Borrowers shall be made for the account of the Banks pro rata in
accordance with the respective unpaid principal amounts of the applicable Class
of Loans held by the Banks; and (d) each payment of interest on a Class of
Loans by the Borrowers shall be made for the account of the Banks pro rata in
accordance with the amounts of interest due and payable to the respective Banks
in respect of that Class of Loans.

4.3 Computations. Interest on Fixed Rate Loans shall be computed on
the basis of a year of 360 days and actual days elapsed (including the first
day, but excluding the last day) occurring in the period for which payable, and
interest on Base Rate Loans and commitment fees shall be computed on the basis
of a year of 365 or 366 days, as the case may be, and the actual days elapsed
(including the first day, but excluding the last day) occurring in the period
for which payable.

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4.4 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Bank or the Borrowers prior
to the date on which such Person is scheduled to make the payment to the
Administrative Agent of (in the case of a Bank) the proceeds of a Loan to be
made by it hereunder or (in the case of the Borrowers) a payment to the
Administrative Agent for the account of one or more of the Banks hereunder
(each such payment being herein called a "Required Payment"), which notice
shall be effective upon receipt, that it does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date and, if such Bank or the Borrowers (as the
case may be) have not in fact made the Required Payment to the Administrative
Agent, the recipient(s) of such payment shall, within five days after demand,
repay to the Administrative Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Administrative Agent until the
date the Administrative Agent recovers such amount at a rate per annum equal to
(a) the Federal Funds Rate (in the case of amounts payable by a Bank) or (b)
the applicable rate of interest hereunder (in the case of amounts payable by
the Borrowers). In the event that, at any time when the Borrowers are not in
Default, a Bank for any reason fails or refuses to fund its portion of any
borrowing, until such time as such Bank has funded its portion of such
borrowing (which late funding shall not absolve such Bank from any liability it
may have to the Borrowers), or all other Banks have received payment in full
from the Borrowers (whether by repayment or prepayment) or otherwise of the
principal and interest due in respect of such borrowing, such non-funding Bank
shall not have the right (A) to vote regarding any issue on which voting is
required or advisable under this Agreement or any other Loan Document, and the
amount of the Loans of such Bank shall not be counted as outstanding for
purposes of determining "Majority Banks" hereunder, and (B) to receive payments
of principal, interest or fees from the Borrowers, the Administrative Agent or
the other Banks in respect of its Loans.

4.5 Sharing of Payments, Etc. In addition to (and without
limitation of) any right of set-off, bankers' lien or counterclaim a Bank may
otherwise have, each Bank shall be entitled, at its option, to offset balances
held by it for the account of any Borrower at any of its offices, in Dollars or
in any other currency, against any principal of or interest on any of such
Bank's Loans hereunder which is not paid when due (regardless of whether such
balances are then due to the applicable Borrower), in which case it shall
promptly notify the Borrowers and the Administrative Agent thereof, provided
that such Bank's failure to give such notice shall not affect the validity
thereof. If a Bank shall obtain payment of any principal of or interest on any
Loan made by it to the Borrowers under this Agreement through the exercise of
any right of set-off, bankers' lien or counterclaim or similar right, it shall
promptly purchase from the other Banks participations in (or, if and to the
extent specified by such Bank, direct interests in) the Class of Loans made by
the other Banks to which such payment relates in such amount, and make such
other adjustments from time to time as shall be equitable, to the end that all
the Banks making Loans of the affected Class shall share the benefit of such
payment (net of any reasonable expenses which may be incurred by such Bank in
obtaining or preserving such benefit) pro rata in accordance with the unpaid
principal of and interest on

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the Loans of the applicable Class held by each of them immediately prior to
such payment. To such end all the Banks shall make appropriate adjustments
among themselves (by the resale of participations sold or otherwise) if such
payment is rescinded or must otherwise be restored. The Borrowers agree that
any Bank so purchasing a participation (or direct interest) in the Loans made
by other Banks may exercise all rights of set-off, bankers' lien, counterclaim
or similar rights with respect to such participation as fully as if such Bank
were a direct holder of Loans in the amount of such participation. Nothing
contained herein shall require any Bank to exercise, and retain the benefits of
exercising, any such right with respect to any other indebtedness or
obligations of the Borrowers.

Article 5. Yield Protection and Illegality.

5.1 Additional Costs.
(a) The Borrowers shall pay directly to each Bank from time to
time such amounts as such Bank may reasonably determine to be necessary to
compensate it for any costs (not otherwise included in the Assessment Rate or
Reserve Requirement) which such Bank determines are attributable to its making
or maintaining of any Fixed Rate Loans, or its obligation to make any Loans
hereunder, or any reduction in any amount receivable by such Bank hereunder in
respect of any of such Loans or such obligation (such increases in costs and
reductions in amounts receivable being herein called "Additional Costs"),
resulting from any Regulatory Change which:

(1) changes the basis of taxation of any amounts payable to
such Bank under this Agreement or the Notes held by such Bank in
respect of any of such Loans (other than taxes imposed on the overall
net income of such Bank for any of such Loans);

(2) imposes or modifies any reserve, special deposit or
similar requirements relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of such Bank
(including any of such Loans, such obligations or any deposits
referred to in the definition of "Fixed Base Rate" in Section 1.1
hereof); or

(3) imposes any other condition affecting this Agreement or
the Notes held by such Bank (or any of such extensions of credit or
liabilities).

Additional Costs shall not include, with respect to Base Rate Loans, any
amounts which the Administrative Agent certifies are reflected in an increase
of the Base Rate for the period in which such increase is in effect. Each Bank
will notify the Borrowers and the Administrative Agent of any event occurring
after the date of this Agreement which will entitle such Bank to compensation
pursuant to this Section 5.1(a) as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation and will furnish
the Borrowers with a certificate setting forth in reasonable detail the basis
and the calculation of the amount of each request for compensation under this
Section 5.1(a). If a Bank requests compensation from the Borrowers under this
Section 5.1(a), the Borrowers may, by notice to such Bank, suspend the
obligation of such Bank to make additional Loans of the Type with respect to
which such compensation is requested until the earlier of (i) such Bank's
waiver of its request for compensation or (ii) the date on which the Regulatory
Change giving rise to

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such request ceases to be in effect (in which case the provisions of Section
5.4 hereof shall be applicable).
(b) Without limiting the effect of the provisions of Section
5.1(a) hereof, in the event that, by reason of any Regulatory Change, a Bank
either (1) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Bank which includes deposits by reference to which the interest rate on
LIBOR Loans or CD Loans is determined as provided in this Agreement or a
category of extensions of credit or other assets of such Bank which includes
LIBOR Loans or CD Loans or (2) becomes subject to restrictions on the amount of
such a category of liabilities or assets which it may hold, then, if such Bank
so elects by notice to the Borrowers, the obligation of such Bank to make
additional Loans of such Type hereunder shall be suspended until such
Regulatory Change ceases to be in effect (in which case the provisions of
Section 5.4 hereof shall be applicable).
(c) Determinations and allocations by any Bank for purposes of
this Section 5.1 of the effect of any Regulatory Change on its costs of making
or maintaining Loans or on amounts receivable by it in respect of Loans or its
costs of maintaining its obligations to make Loans, and of the additional
amounts required to compensate such Bank in respect of any Additional Costs,
shall be conclusive, absent manifest error, provided that such determinations
and allocations are made on a reasonable basis.

5.2 Limitation on Types of Loans. Anything herein to the contrary
notwithstanding, if
(a) the Administrative Agent reasonably determines (which
determination shall be conclusive) that quotations of interest rates for the
relevant deposits referred to in the definition of "Fixed Base Rate" in Section
1.1 hereof are not being provided in the relevant amounts or for the relevant
maturities for purposes of determining rates of interest for any Type of Fixed
Rate Loans as provided herein; or
(b) the Majority Banks reasonably determine after the date hereof
(which determination shall be conclusive) and notify the Administrative Agent
that as a result of circumstances arising after the date hereof the relevant
rates of interest referred to in the definition of "Fixed Base Rate" in Section
1.1 hereof upon the basis of which the rate of interest for any Type of Fixed
Rate Loans is to be determined no longer adequately cover the cost to the
Majority Banks of making or maintaining such Type of Loans;

then the Administrative Agent shall give the Borrowers prompt notice thereof
and, so long as such condition remains in effect, the Banks shall be under no
obligation to make additional Loans of such Type.

5.3 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to honor its obligation to make or maintain LIBOR Loans
hereunder, then such Bank shall promptly notify the Borrowers thereof (with a
copy to the Administrative Agent) and such Bank's obligation to make LIBOR
Loans shall be suspended until such time as such Bank may again make and

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37

maintain LIBOR Loans (in which case the provisions of Section 5.4 hereof shall
be applicable).

5.4 Base Rate Loans pursuant to Sections 5.1 and 5.3. If the
obligation of any Bank to make any Type of Fixed Rate Loans shall be suspended
pursuant to Section 5.1 or 5.3 hereof (Loans of such Type being herein called
"Affected Loans" and such Type being herein called the "Affected Type"), all
Loans which would otherwise be made by such Bank as Loans of the Affected Type
shall be made instead as Base Rate Loans (and, if the event referred to in
Section 5.1(b) or 5.3 hereof has occurred and such Bank so requests by notice
to the Borrowers, all Affected Loans of such Bank then outstanding to the
extent required by the applicable Regulatory Change shall be automatically
converted, on the date specified by such Bank, in such notice, into Base Rate
Loans) and, to the extent that Affected Loans are so made as (or converted
into) Base Rate Loans, all payments of principal which would otherwise be
applied to the Affected Loans shall be applied instead to Base Rate Loans.

5.5 Compensation. The Borrowers shall pay to the Administrative
Agent for the account of each Bank, upon the request of such Bank through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Bank) to compensate it for any loss, cost or expense
which such Bank determines are attributable to:
(a) any payment or conversion of a Fixed Rate Loan for any reason
(including, without limitation, the acceleration of the Loans pursuant to
Article 9 hereof) made by such Bank on a date other than the last day of the
Interest Period for such Loan; or
(b) any failure by the Borrowers to borrow a Fixed Rate Loan from
such Bank or to convert any Loan into a Fixed Rate Loan for any reason
(including, without limitation, the acceleration of the Loans pursuant to
Article 9 hereof) from such Bank on the date for such borrowing or conversion
specified in the relevant notice of borrowing or conversion given pursuant to
Section 2.2 hereof. Without limiting the effect of the preceding sentence
hereof, such compensation shall include, with respect to the Fixed Rate Loan of
any Bank so paid, converted or not borrowed, an amount equal to the excess, if
any, of the amount of interest which would have accrued on the principal
amount of such Loan for the period from the date of such payment, conversion or
failure to borrow to the scheduled maturity date of such Loan at the applicable
Fixed Rate over (1) if such Loan is a LIBOR Loan, the interest component (as
reasonably determined by such Bank) of the amount (as reasonably determined by
such Bank) such Bank would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
maturities comparable to such period, or (2) if such Loan is a CD Loan, the
interest component (as reasonably determined by such Bank) such Bank would have
bid in the United States certificate of deposit market for Dollar deposits of
leading banks in amounts comparable to such principal amount and maturities
comparable to such period. A statement of a Bank setting forth the formula
applied to determine any amount necessary to compensate such Bank under this
Section 5.5 shall be delivered to the Borrowers through the Administrative
Agent and shall be conclusive, except in the case of manifest error, as to such
determination and such amount. Each Bank shall, upon the occurrence of any
event giving rise to the operation of this Section with respect to such Bank,
use reasonable efforts to designate another Applicable Lending Office for any
Loans affected by such event,

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provided that such Bank and its Applicable Lending Office shall not as a result
thereof suffer economic, legal or regulatory disadvantage.

5.6 Capital Adequacy.
(a) In the event that at any time after the date of this Agreement
any Regulatory Change shall, in the reasonable opinion of any Bank, require
that its Commitment (or any portion thereof) be treated as an asset or
otherwise be included for purposes of calculating the appropriate amount of
capital or equity to be maintained by such Bank or any corporation controlling
such Bank and such Regulatory Change shall have the effect of reducing the rate
of return on such Bank's or such corporation's capital or equity, as the case
may be, as a consequence of such Bank's obligations hereunder to a level below
that which such Bank or such corporation, as the case may be, could have
achieved but for such Regulatory Change (taking into account such Bank's or
such corporation's policies, as the case may be, with respect to capital
adequacy and any payments made to such Bank pursuant to Section 5.1 which
relate to capital adequacy and assuming that such Bank's capital was fully
utilized prior to such Regulatory Change) by an amount deemed in good faith by
such Bank to be material, then from time to time following written notice by
such Bank to the Borrowers through the Administrative Agent of such Regulatory
Change as provided in Section 5.6(b), within five (5) days after demand by such
Bank through the Administrative Agent, the Borrowers shall pay to the
Administrative Agent, for the account of such Bank, such additional amount or
amounts as will compensate such Bank or such corporation, as the case may be,
for such reduction.
(b) If any Bank becomes entitled to claim any additional amounts
pursuant to this Section 5.6, it shall promptly notify the Borrowers through
the Administrative Agent of the event by reason of which it has become so
entitled, but in any event within forty-five (45) days, after such Bank obtains
actual knowledge thereof; provided that if such Bank fails to give such notice
within forty-five (45) days after it obtains actual knowledge of such an event,
such Bank shall, with respect to such compensation in respect of any costs
resulting from such event, only be entitled to payment for costs incurred from
and after the date forty-five (45) days prior to the date that such Bank does
give such notice. A certificate setting forth in reasonable detail the
computation of any additional amounts payable pursuant to this Section 5.6,
submitted by such Bank to the Borrowers through the Administrative Agent, shall
be delivered to the Borrowers promptly after the initial incurrence of such
additional amounts and shall be conclusive in the absence of manifest error and
at the Borrowers' request, such Bank shall set forth the basis for such
determination. The covenants contained in this Section 5.6, shall survive the
termination of this Agreement and the payment of the Notes.

Article 6. Conditions Precedent.

6.1 Effectiveness. This Agreement and the obligations of the Agents
and the Banks hereunder are subject to the receipt by the Documentation Agent,
the Administrative Agent or the Banks, as appropriate, of the following
documents, each of which shall be satisfactory to the Documentation Agent and
each Bank in form and substance:

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(a) General Partner Matters. (1) A copy of CC II General
Partner's certificate of incorporation certified by the Secretary of State of
Delaware together with a certificate from a Senior Officer of CC II General
Partner certifying (A) its by-laws and (to the extent relating to the
Partnership Documents, this Agreement, the Notes, and the Security Documents
and the transactions contemplated hereby and thereby) its directors'
resolutions or other authorizations and (B) the name and authorized signature
of each of its officers authorized to sign the Partnership Documents and this
Agreement, the Notes and the Security Documents, as the case may be, and who
will, until replaced by another officer duly authorized for that purpose, act
as its representative for purposes of signing documents and giving notices and
other communications in connection with the Partnership Documents and the
transactions contemplated hereby and thereby. (2) A copy of CC III General
Partner's certificate of incorporation certified by the Secretary of State of
Delaware together with a certificate from a Senior Officer of CC III General
Partner certifying (A) its by-laws and (to the extent relating to the
Partnership Documents, this Agreement, the Notes, and the Security Documents
and the transactions contemplated hereby and thereby) its directors'
resolutions or other authorizations and (B) the name and authorized signature
of each of its officers authorized to sign the Partnership Documents, this
Agreement, the Notes and the Security Documents, as the case may be, and who
will, until replaced by another officer duly authorized for that purpose, act
as its representative for purposes of signing documents in connection with the
Partnership Documents and the transactions contemplated hereby and thereby.
The Administrative Agent and each Bank may conclusively rely on the
certificates delivered pursuant to this Section 6.1(a) until they receive
notice to the contrary in writing from CC II General Partner or CC III General
Partner, as applicable.
(b) Borrower Matters. (1) A copy of the CC II Certificate of
Limited Partnership certified by the Secretary of State of Delaware together
with a certificate from a Senior Officer certifying the Partnership Agreement
and the action of CC II, L.P. relating to this Agreement, the Notes, and the
Security Documents and the transactions contemplated hereby and thereby. (2) A
copy of the CC III Certificate of Limited Partnership certified by the
Secretary of State of Delaware together with a certificate from a Senior
Officer certifying the CC III Partnership Agreement and the action of CC III,
L.P. relating to this Agreement, the Notes, and the Security Documents and the
transactions contemplated hereby and thereby. (3) A copy of Peachtree's
certificate of incorporation certified by the Secretary of State of Delaware
together with a certificate from a Senior Officer of Peachtree certifying (A)
its by-laws and (to the extent relating to this Agreement, the Notes, and the
Security Documents and the transactions contemplated hereby and thereby) its
directors' resolutions or other authorizations and (B) the name and authorized
signature of each of its officers authorized to sign this Agreement, the Notes
and the Security Documents, as the case may be, and who will, until replaced by
another officer duly authorized for that purpose, act as its representative for
purposes of signing documents and giving notices and other communications in
connection with the transactions contemplated hereby. The Administrative Agent
and each Bank may conclusively rely on such certificate until they receive
notice in writing from Peachtree to the contrary.

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(c) No Default Certificate. A certificate of a Senior Officer of
each Borrower to the effect set forth in clauses (a), (b) and (c) of the first
sentence of Section 6.3 hereof.
(d) Opinions of Counsel to the Borrowers. An opinion of (1) Paul,
Hastings, Xxxxxxxx & Xxxxxx and (2) Cole Raywid & Xxxxxxxxx in form and
substance reasonably satisfactory to counsel to the Documentation Agent. The
Borrowers hereby expressly instruct each such counsel to prepare its opinion
and deliver it to the Documentation Agent, each Arranging Agent, each Managing
Agent, the Administrative Agent and the Banks for their respective benefits and
each such opinion shall contain a statement to that effect.
(e) Notes. The Notes duly completed and executed.
(f) Hickory Purchase Agreement. Evidence that the transactions
contemplated by the Hickory Purchase Agreement and the Partnership Documents
have been duly consummated in a manner satisfactory to each of the Banks
together with a true, correct and complete copy of the Hickory Purchase
Agreement (together with Exhibits and Schedules thereto) and each agreement,
certificate, opinion or other writing delivered by any party to the Hickory
Purchase Agreement or the Partnership Documents in connection with the
conveyance to CC II, L.P. of the assets to be conveyed to the Borrowers
pursuant to the Hickory Purchase Agreement (and the Borrowers shall use
reasonable efforts to cause each such opinion to be accompanied by a letter
from the Person delivering such opinion authorizing reliance thereon by the
Banks).
(g) UCC Financing Statements. Additional UCC-1 financing
statements naming the applicable Borrower as debtor and the Administrative
Agent as the secured party in proper form for filing in such offices, if any,
as the Documentation Agent may reasonably request.
(h) Insurance. Evidence of insurance on the Collateral conveyed
to CC II, L.P. pursuant to the Hickory Purchase Agreement and an endorsement on
each Borrower's liability insurance policies, naming the Administrative Agent
as loss payee and an additional insured as required by the Security Agreement.
(i) Approvals. Copies of each approval or consent of, or filings
or registrations with, any state or federal commission or other federal, state
or local regulatory authority, which is required in connection with the
execution, delivery and performance by the general and limited partners of CC
II, L.P. and CC III, L.P. of the Partnership Documents and the Borrowers of
this Agreement, the Loan Documents, the Notes and the Hickory Purchase
Agreement and the transactions contemplated hereby and thereby and copies of
all of the consents, approvals and waivers with respect thereto referred to in
Exhibit 7.10.
(j) Good Standing. Certificates issued as of a recent date by the
Secretaries of the States of (1) Delaware, Georgia, North Carolina, South
Carolina, Tennessee and Kentucky with respect to CC II, L.P.; (2) Delaware and
Alabama with respect to CC III, L.P.; (3) Nevada and Georgia with respect to
Peachtree; and (4) North Carolina, South Carolina, Delaware, Georgia and
Missouri with respect to the CC II General Partner and the CC III General
Partner, all such certificates showing such Borrower or General Partner, as the
case may be, to be duly qualified to do business and in good standing in such
States.

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(k) Confirmations of Security Documents. All parties under any of
the Security Documents shall have confirmed in writing, in form and substance
satisfactory to the Documentation Agent and its counsel and each Bank, that the
security interests created thereunder and each such party's obligations under
the Security Documents remain in full force and effect.
(l) Pro Forma Balance Sheet and Projections. (1) A Pro Forma
Balance Sheet and (2) a certificate of a Senior Officer of each Borrower
certifying compliance with all covenants set forth herein after giving effect
to the Loans to be made on the Closing Date and the application of the proceeds
thereof (including, without limitation, consummation of the transactions
contemplated by the Hickory Purchase Agreement) and attaching thereto pro forma
projections demonstrating such compliance both before and after giving effect
to said Loans and applications of proceeds.
(m) Fee Subordination Agreement. The Fee Subordination Agreement,
duly executed and delivered by the Borrowers and the Manager.
(n) Other Documents. Such other documents as the Documentation
Agent, the Administrative Agent or counsel to the Documentation Agent may
reasonably request.

6.2 Cencom. Loans. The obligation of the Banks to make any Loans
the proceeds of which shall be used to consummate the transactions contemplated
by the Cencom Purchase Agreements is subject to the receipt by the
Documentation Agent, the Administrative Agent or the Banks, as appropriate, (on
the date of the making of such Loans (the "Cencom Loan Date") of the following
documents, each of which shall be satisfactory to the Documentation Agent and
each Bank in form and substance:
(a) General Partner Matters. (1) A certificate, dated the Cencom
Loan Date, from a Senior Officer of CC II General Partner certifying that the
certificate of incorporation, by-laws and directors' resolutions delivered
pursuant to clause (1) of Section 6.1(a) have not been amended or modified and
remain in full force and effect. (2) A certificate, dated the Closing Date from
a Senior Officer of CC III General Partner certifying that the certificate of
incorporation, by-laws and directors' resolutions delivered pursuant to clause
(2) of Section 6.1(a) have not been amended or modified and remain in full
force and effect. The Administrative Agent and each Bank may conclusively rely
on the certificates delivered pursuant to this Section 6.2(a) until they
receive notice to the contrary in writing from CC II General Partner or CC III
General Partner, as applicable.
(b) Borrower Matters. (1) A certificate, dated the Cencom Loan
Date from a Senior Officer of CC II, L.P. certifying that the Certificate of
Limited Partnership, the Partnership Agreement and the action of CC II, L.P.
delivered pursuant to clause (1) of Section 6.1(b) have not been amended or
modified and remain in full force and effect. (2) A certificate, dated the
Cencom Loan Date from a Senior

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Officer of CC III, L.P. certifying that the Certificate of Limited Partnership,
the Partnership Agreement and the action of CC III, L.P. delivered pursuant to
clause (2) of Section 6.1(b) have not been amended or modified and remain in
full force and effect. (3) A certificate, dated the Cencom Loan Date from a
Senior Officer of Peachtree certifying that the certificate of incorporation,
by-laws and directors' resolutions delivered pursuant to clause (3) of Section
6.1(b) have not been amended or modified and remain in full force and effect.
The Administrative Agent and each Bank may conclusively rely on such
certificate until they receive notice in writing from Peachtree to the
contrary.
(c) No Default Certificates. A certificate of a Senior Officer of
each Borrower to the effect set forth in clauses (a), (b) and (c) of the first
sentence of Section 6.3 hereof.
(d) Opinions of Counsel to the Borrowers. An opinion of (1) Paul,
Hastings, Xxxxxxxx & Xxxxxx, and (2) Xxxx, Raywid & Xxxxxxxxx, L.L.P., each in
form and substance reasonably satisfactory to counsel to the Documentation
Agent. The Borrowers hereby expressly instruct each such counsel to prepare
its opinion and deliver it to the Documentation Agent, each Arranging Agent,
each Managing Agent, the Administrative Agent and the Banks for their
respective benefits and each such opinion shall contain a statement to that
effect.
(e) Pro Forma Balance Sheet and Projections. (1) A Pro Forma
Balance Sheet and (2) a certificate of a Senior Officer of each Borrower
certifying compliance with all covenants set forth herein after giving effect
to the Loans to be made in connection with the consummation of the transactions
contemplated by the Cencom Purchase Agreements and the application of the
proceeds thereof and attaching thereto pro forma projections demonstrating such
compliance both before and after giving effect to said Loans and applications
of proceeds.
(f) Cencom Purchase Agreements. Evidence that the transactions
contemplated by the Cencom Purchase Agreements and the Partnership Documents
have been duly consummated in a manner satisfactory to each of the Banks
together with a true, correct and complete copy of each of the Cencom Purchase
Agreements (together with Exhibits and Schedules thereto) and each agreement,
certificate, opinion or other writing delivered by any party to the Cencom
Purchase Agreements or the Partnership Documents in connection with the
conveyance to CC II, L.P. of the assets to be conveyed to the Borrowers
pursuant to the Cencom Purchase Agreements (and the Borrowers shall use
reasonable efforts to cause each such opinion to be accompanied by a letter
from the Person delivering such opinion authorizing reliance thereon by the
Banks).
(g) UCC Financing Statements. Additional UCC-1 financing
statements naming the applicable Borrower as debtor and the Administrative
Agent as the secured party in proper form for filing in such offices, if any,
as the Documentation Agent may reasonably request.
(h) Insurance. Evidence of insurance on the Collateral conveyed
to CC II, L.P. pursuant to the Cencom Purchase Agreements and an endorsement on
each Borrower's liability insurance policies, naming the Administrative Agent
as loss payee and an additional insured as required by the Security Agreement.
(i) Approvals. Copies of each approval or consent of, or filings
or registrations with, any state or federal commission or other federal, state
or local regulatory authority, which is required in connection with the
execution, delivery and performance by the general and limited partners of CC
II, L.P. and CC III, L.P. of the Cencom Purchase Agreements and

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the transactions contemplated thereby and copies of all of the consents,
approvals and waivers with respect thereto referred to in Exhibit 7.10.
(j) Good Standing. Certificates issued as of a recent date by the
Secretaries of the States of (i) Delaware, Georgia, North Carolina, South
Carolina, Tennessee and Kentucky with respect to CC II, L.P.; (ii) Delaware and
Alabama with respect to CC III, L.P.; (iii) Nevada and Georgia with respect to
Peachtree; and (iv) North Carolina, South Carolina, Delaware, Georgia and
Missouri with respect to the CC II General Partner and the CC III General
Partner, all such certificates showing such Borrower or General Partner, as the
case may be, to be duly qualified to do business and in good standing in such
States.
(k) Partnership Equity. Evidence that CC II, L.P. has received
aggregate partnership cash equity contributions of at least $25,000,000 over
and above the equity contributed to CC II, L.P. through March 28, 1996.
(l) Other Documents. Such other documents as the Documentation
Agent, the Administrative Agent or counsel to the Documentation Agent may
reasonably request.

6.3 Loans. The obligation of the Banks to make Loans to the
Borrowers upon the occasion of each borrowing hereunder (including the
borrowings made on the Closing Date and those referred to in Section 6.2
hereof) is subject to the further conditions precedent that, the Administrative
Agent shall have received the certificate called for in Section 2.6 hereof and
that, as of the date of such Loans and after giving effect thereto: (a) no
Default shall have occurred and be continuing; (b) the representations and
warranties made by the Borrowers in Article 7 hereof and in the Security
Documents shall be true in all material respects on and as of the date of the
making of such Loans with the same force and effect as if made on and as of
such date (except to the extent such representations expressly relate to the
date hereof, any specified earlier date or the Closing Date; provided, that,
for purposes of this Section 6.3, all references to the Closing Date in Article
7 hereof shall, from and after the Cencom Loan Date, be deemed references to
the Cencom Loan Date); and (c) after giving effect to such borrowing, the
covenants set forth in Sections 8.12 and 8.13 shall not have been breached.

Article 7. Representations and Warranties.

The Borrowers represent and warrant to the Agents and the Banks (which
representations and warranties, other than as provided in Section 6.2 hereof,
shall be restated as of the date of each Loan hereunder except to the extent
such representations and warranties expressly relate to the date hereof, any
specified earlier date or the Closing Date) that:
7.1 Existence. Each of CC II, L.P. and CC III, L.P. is a limited
partnership duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each of CC II General Partner and CC III
General Partner is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Peachtree is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada. Each of the Borrowers, CC II General Partner and CC III
General Partner: (a) has all requisite partnership or corporate power, as the
case may be, necessary to own its assets and carry on its business as now being
or as proposed to be conducted; and (b) is qualified to do business and in good
standing in all jurisdictions in which the nature of the business

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conducted by it makes such qualification necessary and where failure to do so
would have a Material Adverse Effect. Except where the absence of same would
not have a Material Adverse Effect, each of the Borrowers, CC II General
Partner and CC III General Partner has or will have on and as of the Closing
Date all material governmental licenses, authorizations, consents and
approvals, necessary to own its assets and carry on its business as now being
or as proposed to be conducted.

7.2 Capital Structure.

(a) Except as set forth on Exhibit 7.2 hereto, as at the date
hereof and the Closing Date, none of the Borrowers have any Subsidiaries. As
of the date hereof and the Closing Date, Exhibit 7.2 accurately and completely
lists the names and addresses of each general and limited partner of CC II,
L.P. and CC III, L.P. All equity contributions to CC II, L.P. and CC III, L.P.
required to be made by any general or limited partner to CC II, L.P. or CC III,
L.P. in accordance with the terms of the CC II Partnership Agreement or the CC
III Partnership Agreement, as applicable, have been made and each partnership
interest in the Borrowers is, and as of the Closing Date will be, owned by the
Persons referred to on Exhibit 7.2, free and clear of any Lien except for Liens
provided for herein. Except as set forth on Exhibit 7.2, there are not
outstanding any warrants, options, contracts or commitments of any kind
entitling any Person to purchase or otherwise acquire any general or limited
partnership interest in the Borrowers, nor are there outstanding any securities
which are convertible into or exchangeable for any general or limited
partnership interest in the Borrowers.
(b) The authorized capital stock of Peachtree consists of 40,000
shares of Class A Common stock, $1.00 par value and 20,000 shares of Class B
Common Stock, $1.00 par value (the "Peachtree Stock"), of which 6,943 shares of
Class A Common Stock and 3,207 shares of Class B Common Stock are issued and
outstanding. All of the issued and outstanding shares of Peachtree Stock are
validly issued, fully paid and nonassessable and not subject to preemptive
rights. There are not any outstanding subscriptions, options, warrants,
rights, convertible or exchangeable securities or other agreements or
commitments of any character relating to issued or unissued capital stock or
other securities of Peachtree obligating Peachtree to issue, deliver or sell,
or cause to be issued, delivered or sold, any securities or obligating
Peachtree to grant, extend or enter into any subscription, option, warrant,
right, convertible securities or similar agreement or commitment with respect
thereto. Except for the Peachtree Pledge Agreement there are no voting trusts
or other agreements or understandings to which Peachtree or any other Loan
Party is a party with respect to the voting of the capital stock of Peachtree.
CC III, L.P. is the record and beneficial owner of all of the issued and
outstanding Peachtree Stock.

7.3 Authority. The making and performance by the Borrowers of this
Agreement, the Loan Documents, the Notes and (as of the Closing Date) the
borrowing hereunder, and the granting to the Administrative Agent of the
security interests in the Collateral under the Security Documents, have been
duly authorized by all necessary corporate or partnership action and do not and
will not violate any provision of law, rules, regulations or orders; or result
in the breach of, or constitute a default or require any consent under, any
material indenture or other agreement or instrument by which any of the
Borrowers or any of their

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respective properties may be bound or affected; or result in, or require, the
creation or imposition of any Lien upon or with respect to any properties of
any of the Borrowers (other than Permitted Liens and the Liens on the
Collateral created by the Security Documents).

7.4 Financial Condition and Outstanding Agreements.

(a) The Pro Forma Balance Sheet will be based on estimates
believed by the Borrowers to be reasonable and will be presented in conformity
with GAAP (except for the absence of footnotes). On the date of the Pro Forma
Balance Sheet, the Borrowers will have no contingent liabilities, liabilities
for taxes, unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments which are substantial in
amount in relation to the pro forma financial condition of the Borrowers as at
said date, except as referred to or reflected or provided for in the Pro Forma
Balance Sheet.
(b) The Projections have been prepared on the basis of the
assumptions accompanying them and reflect the Borrowers' good faith estimates,
as of the date hereof, after reasonable analysis of the matters set forth
therein based upon such assumptions. Except as set forth on Exhibit 7.4(b),
the Borrowers are not aware, as of the date hereof and as of the Closing Date,
of any facts which would indicate that such assumptions are materially
incorrect.
(c) Exhibit 7.4(c) hereto sets forth all agreements to which any
of the Borrowers or any of their respective Subsidiaries on the date hereof is,
or on the Closing Date will be, a party or by which it on the date hereof is,
or on the Closing Date will be, bound (other than the Partnership Documents or
the Franchises) which relate to any Investment by any of the Borrowers or any
such Subsidiary in another Person or by another person in any Borrower or any
such Subsidiary and all other material agreements to which any of the Borrowers
or any of their respective Subsidiaries is (or on the Closing Date will be) a
party or by which any of them is (or on the Closing Date will be) bound which
are not terminable by the applicable Borrower or the applicable Subsidiary on
not more than 30 days' notice which (i) directly or indirectly commit (or on
the Closing Date will commit) such Borrower or such Subsidiary to make any
Investment or Capital Expenditure or to issue any Guarantees or (ii) which are
(or on the Closing Date will be) with any Affiliate. True, correct and
complete copies of all agreements listed on Exhibit 7.4(c) have heretofore been
delivered to the Agents and the Banks.
(d) The principal business which the Borrowers are currently
conducting is the ownership and operation of cable television systems, which
business is and will continue to be under common management and is and will
continue to be conducted as a common enterprise.

7.5 Litigation. Except as otherwise described in Exhibit 7.5 hereto,
there are no lawsuits or other proceedings (including, without limitation,
lawsuits or proceedings of the sort described in Section 8.1(9) hereof) pending
or, to the knowledge of the Borrowers threatened against or affecting any of
the Borrowers or any of their respective Subsidiaries or their respective
properties or assets, before any court or arbitrator or by or before any
governmental commission, bureau or other regulatory authority which, if
adversely

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46

determined, would, individually or in the aggregate, have a Material Adverse
Effect (except for proceedings generally affecting the cable television
industry). None of the Borrowers or any of their respective Subsidiaries, nor
any general partner nor to the best knowledge of the Borrowers any limited
partner of CC II, L.P. or CC III, L.P. is in default under or in violation of
or with respect to any law, rule, regulation, order, writ, injunction or decree
of any court, arbitrator, governmental commission, bureau or other regulatory
authority (including, without limitation, Environmental Laws) which default or
violation singly or in the aggregate could have a Material Adverse Effect.

7.6 Assets and Properties. Except as set forth on Exhibit 7.6, each
of the Borrowers has good and indefeasible title to its properties and assets
free and clear of all Liens, except those permitted by Section 8.9 hereof.
None of the Borrowers owns any real property the loss of which could have a
Material Adverse Effect.

7.7 Margin Stock. None of the Borrowers is engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of buying or carrying margin stock (within the meaning of Regulations
G, T, U and X of the Board of Governors of the Federal Reserve System) and no
part of the proceeds of the Loans hereunder will be used to buy or carry any
margin stock or to extend credit to others for the purpose of buying or
carrying any margin stock.

7.8 Taxes. Each of the Borrowers has filed all returns with respect
to taxes which are material in amount which are required to be filed under any
law applicable thereto on or before the date such filing is required (taking
into account any extensions with respect thereto), and has paid, or made
provisions for the payment of, all taxes shown to be due pursuant to said
returns or pursuant to any assessment received by such Borrower, except such
taxes, if any, as are being contested in good faith and by proper proceedings
and as to which adequate reserves have been provided or such taxes which are
not material in amount and the non-payment of which could not have a Material
Adverse Effect.

7.9 No Default or Burdensome Obligations.
(a) Except as otherwise described in Exhibit 7.9 hereto, none of
the Borrowers is in default in the payment or performance or observance of any
contract, agreement or other instrument to which it is a party or by which it
or its properties or assets may be bound, which individually or together with
all other such defaults could have a Material Adverse Effect.
(b) None of the Borrowers nor any of their respective Subsidiaries
is a party to or bound by any Franchise, agreement, deed, lease or other
instrument, or subject to any provision of its certificate of incorporation,
by-laws or Partnership Documents or other corporate or partnership restriction
which, in the opinion of such Borrower's management, is so unusual or
burdensome as in the foreseeable future materially and adversely to affect or
impair the business or assets or financial condition of such Borrower on an
individual basis or the Borrowers and their respective Subsidiaries on a
consolidated basis. The Borrowers do not currently anticipate that future
expenditures needed to meet the provisions of any federal or state statutes,
orders, rules or regulations will be so burdensome as to affect or impair in a
materially adverse manner the business or assets or financial conditions of any

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Borrower on an individual basis or the Borrowers and their respective
Subsidiaries on a consolidated basis.

7.10 Approval of Regulatory Authorities. Except as set forth on
Exhibit 7.10 hereto and except for any approvals or consents the absence of
which would not give rise to a Material Adverse Effect, no approval or consent
of, or filing or registration with, any state or federal commission (including,
without limitation, the Federal Communications Commission or the grantors of
the Franchises) or other federal, state or local regulatory authority is
required in connection with the execution, delivery and performance by the
Borrowers of this Agreement, the Loan Documents or the Notes, except the filing
of UCC financing statements, if any, referred to in Section 6.1(f) or 6.2(g)
hereof and any approval, consent, filing or registration referred to in Section
6.1(h) or 6.2(i) hereof, true, correct and complete copies of which have
previously been provided to the Documentation Agent by the Borrowers or, to the
extent the same relate to the Systems to be conveyed to CC II, L.P. under the
Cencom Purchase Agreements shall be provided to the Documentation Agent on or
before the consummation of the transactions contemplated by the Cencom Purchase
Agreements.

7.11 Binding Agreements. This Agreement constitutes, and the Notes and
the Loan Documents (to which it is a party) when executed and delivered by the
Borrowers will constitute, the legal, valid and binding obligations of the
Borrowers enforceable in accordance with their respective terms, except insofar
as the enforceability hereof and thereof may be limited by applicable
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

7.12 Partnership Documents. The Borrowers have heretofore delivered to
each Bank a true and complete copy of each Partnership Document, as modified
and supplemented and in effect on the date hereof, and each such Partnership
Document is in full force and effect and no default by any party thereto of any
of the provisions thereof is in existence on the date hereof and no such
default will be in existence on the Closing Date.

7.13 Franchise and Licenses.
(a) Complete copies of the Franchises have heretofore been
provided to the Documentation Agent and the Administrative Agent (and to each
of the Banks which has requested the same) and, except as set forth on Exhibit
7.13 hereto, each Franchise is in full force and effect. Except as set forth
on Exhibit 7.13, one of the Borrowers is (or will be on the Closing Date) the
franchisee under each Franchise and holds (or will hold) the rights thereunder
free and clear of all Liens other than Permitted Liens. No default has
occurred which is continuing under or in respect of any of the provisions of
any of the Franchises which would be likely to have a Material Adverse Effect.
No approval, application, filing, registration, consent or other action of any
local, state or federal authority is required to enable the applicable Borrower
to operate under the Franchises with respect to which it is the franchisee or
with respect to which it will be the franchisee from and after the Closing Date
except for those referred to in Section 7.10 hereof. Except as set forth on
Exhibit 7.13, as of the date hereof and as of the Closing Date the Borrowers
have received no notice from the granting body or any other governmental
authority with respect to any breach of any covenant under, or any default with
respect to, any of the Franchises.

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48

(b) Except as set forth on Exhibit 7.13, as of the date hereof, as
of the Closing Date and upon the consummation of the transactions contemplated
by the Cencom Purchase Agreements, none of the Franchises nor any other
licenses held by any of the Borrowers require that any present partner, officer
or employee of any of the Borrowers remain a partner, officer or employee of
such Borrower, or that any transfer of control of any Borrower or the Franchise
must be approved by any public or governmental body other than the Federal
Communications Commission and the grantors of the Franchises.
(c) Except as described in Exhibit 7.13, the Borrowers have no
reason to believe (although there can be no legal assurance thereof) that the
Franchises and other licenses, permits and authorizations currently held by the
Borrowers will not be renewed in the ordinary course. The Borrowers have filed
all material reports, applications, documents, instruments and information
required to be filed by it pursuant to applicable rules and regulations or
requests of every regulatory body having jurisdiction over any of the
Franchises or other licenses, permits and authorizations currently held by any
of the Borrowers or the activities of the Borrowers with respect thereto.
(d) Except where the failure to do so would not create a Material
Adverse Effect, (1) there have been duly and timely filed all cable television
registration statements and other filings which are required to be filed with
respect to the Systems under the Communications Act of 1934, as amended, and
the Borrowers and the Systems are in all respects in compliance with such Act,
including, without limitation, the rules and regulations of the Federal
Communications Commission relating to the carriage of television signals; (2)
all necessary clearances from the Federal Communications Commission have been
obtained for all cable channels of the Systems in aeronautical frequency bands;
and (3) there have been recorded or deposited with and paid to the United
States Copyright Office, the Register of Copyrights and the Copyright Royalty
Tribunal all notices, statements of account, royalty fees and other documents
and instruments required with respect to each of the Systems under the
Copyright Act of 1976, as amended. None of the Borrowers is liable to any
Person for copyright infringement under the Copyright Act as a result of its
business operations except where such liability would not have a Material
Adverse Effect.

7.14 ERISA. None of the Borrowers nor any ERISA affiliate maintains or
contributes to, or has maintained or contributed to, any Plan or Multiemployer
Plan. None of the Borrowers nor any of their respective Subsidiaries has made
any promise of retirement benefits to employees, except as set forth in written
instruments, copies of which have heretofore been made available to the
Documentation Agent, the Administrative Agent and the Banks.

7.15 Name Changes; Purchases; Acquisitions. Except as previously
disclosed, set forth on Exhibit 7.15 hereto, none of CC II, L.P., CC III, L.P.
or, to the best of the Borrowers' knowledge, Peachtree has within the six year
period immediately preceding the date of this Agreement changed its name or has
been the surviving entity of a merger, purchase or consolidation, or acquired
all or substantially all of the assets of any Person.

7.16 Environmental Laws. Except as consistent with applicable
Environmental Laws, no Hazardous Substances are present on or below the surface
of the real property or to the

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49

Borrowers' knowledge leased premises included in the Collateral which could
have a Material Adverse Effect. None of the soil, ground water, or surface
water of such real property, or to the best of the Borrowers' knowledge such
leased premises, is contaminated in any material respect by any Hazardous
Substance which could have a Material Adverse Effect. To the best of the
Borrowers' knowledge, there are no incinerators, septic tanks, or cesspools
located on such real property or on such leased premises, all sewage is
discharged into a public sanitary sewer system, and no Hazardous Substances are
emitted, discharged or released in any material respect from such real property
or leased premises, directly or indirectly, into the atmosphere or any body of
water. To the best of the Borrowers' knowledge, none of the Borrowers nor any
present or former owner or operator of such real property or such leased
premises, has been identified as a potentially responsible party for clean-up
liability with respect to the emission, discharge, or release of any Hazardous
Substance. As of the date hereof, no permits, licenses, or other
authorizations issued pursuant to the Environmental Laws are required for the
applicable Borrower's ownership of the Collateral, present use or occupancy of
the real property or leased premises included in the Collateral, or the present
operation of the Systems the absence of which would have a Material Adverse
Effect.

7.17 Full Disclosure. None of the Financial Statements, nor any
certificate, opinion, or any other statement made or furnished to the
Documentation Agent, the Administrative Agent or the Banks by or on behalf of
any of the Borrowers in connection with this Agreement or the transactions
contemplated hereby, contains any untrue statement of a material fact, or omits
to state a material fact necessary in order to make the statements contained
therein or herein not misleading, as of the date such statement was made.
Except for matters affecting the cable television industry generally, there is
no fact now known to the Borrowers which could have a Material Adverse Effect,
which fact has not been set forth herein, in the Financial Statements, or any
certificate, opinion, or other written statement so made or furnished to the
Documentation Agent, the Administrative Agent or the Banks.

7.18 Foreign Trade Regulations and Government Regulation.
(a) None of the Borrowers nor any of their respective Subsidiaries
is (1) a Person included within the definition of "designated foreign country"
or "national" of a "designated foreign country" in Executive Order No. 9193, as
amended, in the Foreign Assets Control Regulations (31 C.F.R., Chapter V, Part
500, as amended), in the Cuban Assets Control Regulations (31 C.F.R., Chapter
V, Part 515, as amended) or within the meanings of any of such orders or
regulations, or of any regulations, interpretations or rulings issued
thereunder, or in violation of such orders or regulations or of any
regulations, interpretations or rulings issued thereunder; or (2) an entity
listed in Sections 520.101, 545.306 or 550.304 of the Foreign Funds Control
Regulations (31 C.F.R., Chapter V, Parts 520, 545 and 555, each as amended).
(b) None of the Borrowers nor any of their respective Subsidiaries
nor any Person controlling any of the Borrowers or any of their respective
Subsidiaries or under common control with any of the Borrowers or any of their
respective Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935, the Investment Company

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Act of 1940, the Interstate Commerce Act or any statute or regulation which
regulates the incurring by any Borrower of Indebtedness for borrowed money.

7.19 Purchase Agreements. The Purchase Agreements have been duly
executed and delivered by all of the parties thereto and are each in full force
and effect without waiver or modification of any provision thereof. Since the
execution of the Purchase Agreements, nothing has come to the attention of the
Borrowers which would indicate that any of the representations and warranties
of any of the sellers contained therein or in any instrument, document or
certificate delivered pursuant thereto or in connection therewith, as such
representations and warranties relate to the Systems to be conveyed to CC II,
L.P. thereunder, is incorrect in any material respect.

Article 8. Covenants.

So long as the Borrowers have any obligations hereunder for the
repayment of principal of and interest on the Loans and the payment of fees
hereunder:

8.1 Financial Statements and Other Information. The Borrowers shall
deliver to the Administrative Agent (which will promptly deliver a copy of the
same to each Bank):

(1) Commencing with the fiscal quarter ending March 31, 1997, as
soon as available and in any event within 45 days after the end of
each fiscal quarter of each fiscal year of the Borrowers (exclusive of
the fiscal quarter ending December 31): (a) consolidated statements
of income of the Borrowers and their respective Subsidiaries for the
period from the beginning of such fiscal year, and (b) the related
consolidated balance sheets of the Borrowers and their respective
Subsidiaries as at the end of such fiscal quarter, all in reasonable
detail, and (c) a certificate signed by a Senior Officer on behalf of
the Borrowers stating that said financial statements are correct and
complete in all material respects and, subject to year-end audit
adjustments, fairly present the financial condition and results of
operation of the Borrowers as at the end of the fiscal period covered
thereby.

(2) As soon as available and in any event within 120 days after
the end of each fiscal year of the Borrowers: (a) consolidated
statements of income and reconciliation of capital accounts and
sources and application of funds of the Borrowers and their respective
Subsidiaries, (b) the statement of income of the Borrowers for each
grouping of the Systems then utilized by the Borrowers and (c) the
related consolidated balance sheets of the Borrowers and their
respective Subsidiaries as at the end of such fiscal year, all in
reasonable detail and accompanied by (A) an opinion (without material
qualification) of independent public accountants of recognized
standing selected by the Borrowers and reasonably acceptable to the
Majority Banks as to said financial statements and a certificate of
said accountants stating that, in making the examination necessary for
said opinion, they obtained no knowledge, except as specifically
stated, of any failure by the Borrowers to perform or observe any of
their agreements contained in Section 8.11, 8.12, 8.13, 8.18 or 8.24
of this Agreement, and (B) a certificate signed by a Senior Officer on
behalf of the Borrowers stating that said financial statements are
correct and complete in all material respects

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and fairly present the financial condition and results of operations
of the Borrowers as at the end of and for such fiscal year.

(3) Promptly upon receipt thereof, copies of all other material
reports, including management letters, submitted to the Borrowers by
their independent certified public accountants in connection with any
annual, interim or special audit of the books of the Borrowers made by
such accountants.

(4) If the Debt Ratio for the then most recently reported full
fiscal quarter exceeded 3.5:1, an operating report in the form of
Exhibit 8.1 hereto, as soon as available and in any event within 45
days after the end of each month.

(5) As soon as possible, and in any event by April 30 of each year
a copy of each Borrower's annual budget for such fiscal year.

(6) Promptly after their becoming available, copies of financial
statements and proxy statements which CC II, L.P. or CC III, L.P.
shall have sent to their respective limited partners generally.

(7) Together with each financial statement delivered pursuant to
clause (1) or (2) above, a certificate, setting forth (i) a
calculation of the Debt Ratio as at the end of the fiscal period
covered by said statements, (ii) computations or other information
necessary to demonstrate compliance with Sections 8.8, 8.10, 8.11,
8.12, 8.13, 8.19 and 8.20 hereof and (iii) a statement to the effect
that the Borrowers are in compliance with Section 8.17 hereof, in each
case as at the end of, and for, the respective fiscal quarter.

(8) From time to time, with reasonable promptness, such further
information regarding the business, affairs and financial condition of
the Borrowers (including, without limitation, any Plan or
Multiemployer Plan and any reports or other information required to be
filed under ERISA) as the Administrative Agent or any Bank may
reasonably request.

(9) As soon as possible, and in any event within 15 days after any
of the Borrowers know that any of the events or conditions set forth
below have occurred or exist, a statement signed by a Senior Officer
setting forth details respecting such event or condition and the
action which the applicable Borrower (CC II General Partner, CC III
General Partner or the applicable Affiliate) proposes to take with
respect thereto (and a copy of any notices or other communications
received or given by the applicable Borrower, CC II General Partner,
CC III General Partner or the applicable Affiliate, with respect
thereto):

(A) any judgment, action, proceeding or investigation pending
before any court or governmental authority, bureau or agency,
including, without limitation, any environmental regulatory body,
with respect to or threatened against or affecting any Borrower, CC
II General Partner, CC III General Partner or any of their
respective Affiliates or relating to the assets or liabilities of
any of them (including, without limitation, in respect of any
"facility" owned, leased or

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operated by any of them under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, or
under any state, local or municipal statute, ordinance or
regulation in respect thereof, in connection with any release of
any toxic or hazardous waste or chemical substance, pollutant or
contaminant into the environment, or with the generation, storage
or disposal of any toxic or hazardous wastes or other chemical
substances), which could have a Material Adverse Effect or
materially impair the value of the Collateral;
(B) any liability or threatened liability of any Borrower, CC
II General Partner, CC III General Partner or their respective
Affiliates (a) under any applicable law for any release of a
hazardous substance caused by the seeping, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing of hazardous wastes or
other chemical substances, pollutants or contaminants into the
environment, or (b) for the costs of any clean-up or other remedial
action including, without limitation, costs arising out of security
fencing, alternative water supplies, temporary evacuation and
housing and other emergency assistance undertaken by any
environmental regulatory body having jurisdiction over any
Borrower, CC II General Partner, CC III General Partner or their
respective Affiliates to prevent or minimize any actual or
threatened release by any Borrower, CC II General Partner, CC III
General Partner or their respective Affiliates of any hazardous
wastes or other chemical substances, pollutants and contaminants
into the environment which would endanger the public health or the
environment which could in either case have a Material Adverse
Effect; and
(C) any change or proposed change in any law, rule,
regulation or order (including without limitation, Environmental
Laws) of any governmental body or regulatory authority, other than
proposed changes of general applicability, which could have a
Material Adverse Effect.

(10) Promptly after any Borrower has knowledge of the occurrence
of any Default or any Material Adverse Effect (other than those
resulting solely from events or conditions affecting the cable
television industry generally), a statement of a Senior Officer
describing such Default or Material Adverse Effect, as the case may
be, and the action which the applicable Borrower proposes to take with
respect thereto.

8.2 Taxes and Claims. Each Borrower will pay and discharge all of
its obligations and liabilities, including, without limitation, all material
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any property belonging to it, prior to the date
on which penalties attach thereto, and all lawful claims which, if unpaid,
might become a Lien upon the property of such Borrower, provided that such
Borrower shall not be required to pay any such tax, assessment, charge, levy or
claim the payment of which is being contested in good faith and by proper
proceedings if adequate reserves are maintained with respect thereto or such
taxes are not material in amount and the non-payment thereof could not have a
Material Adverse Effect.

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8.3 Insurance. Each Borrower will maintain insurance with
responsible companies in such amounts and against such risks as is usually
carried by owners of similar businesses and properties in the same general
areas in which such Borrower operates. The Borrowers will furnish to the
Banks, upon the written request of any Bank from time to time, such information
as may be reasonably requested as to the insurance maintained by the Borrowers.

8.4 Maintenance of Existence; Conduct of Business. Each Borrower
will preserve and maintain its legal existence and all of its rights,
privileges and franchises (other than the Franchises, but without limiting the
effect of Section 9.M hereof) material to its operation in the normal conduct
of its business.

8.5 Maintenance of and Access to Properties. Each Borrower will
maintain all of its properties material to its business, and will permit
representatives of the Arranging Agents, the Administrative Agent or any Bank
to inspect such properties, and to examine and make extracts from the books and
records of such Borrower and to discuss the business, operations and financial
condition of such Borrower with employees, accountants and other
representatives of such Borrower during reasonable hours and upon reasonable
notice.

8.6 Compliance with Applicable Laws.
(a) Each Borrower will comply with the requirements of all
applicable laws, rules, regulations and orders of any governmental body or
regulatory authority, a breach of which could have a Material Adverse Effect,
except where contested in good faith and by proper proceedings if adequate
reserves are maintained with respect to any liability (contingent or otherwise)
which might arise in connection therewith.
(b) Each Borrower will operate all property owned or leased by it
such that no material obligation, including a clean-up obligation, shall arise
under any Environmental Law and Regulation, which obligation would constitute a
Lien (other than a Permitted Lien) or charge (prior to that in favor of the
Administrative Agent under the Security Documents) on any property of the
Borrowers or any other Loan Party.

8.7 Litigation. The Borrowers will promptly give to each Bank
notice in writing of all litigation and of all proceedings before any courts,
arbitrators or governmental or regulatory agencies which if adversely
determined could have a Material Adverse Effect (other than proceedings
affecting the cable television industry generally). Following the initial
notice of each such litigation or proceeding, supplementary notices of all
material developments in respect thereof shall be given from time to time in
like manner.

8.8 Indebtedness. Except as set forth on Exhibit 8.8 hereto, the
Borrowers and their respective Subsidiaries will not create, incur or suffer to
exist on a consolidated basis any Indebtedness except: (a) Indebtedness under
this Agreement; (b) Capital Lease Obligations (provided that the aggregate
amount of Capital Lease Obligations shall not at any one time exceed $3,000,000
in the aggregate); (c) obligations under Interest Rate Protection Arrangements
entered into in accordance with Section 8.14 hereof to the extent such
Indebtedness is owed to a Bank; (d) Indebtedness with respect to performance
bonds, letters of credit and similar instruments securing the contractual
obligations of the Borrowers which Indebtedness shall not at any time exceed
$4,000,000 in the aggregate; and (e) Indebtedness

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secured by purchase money security interests which shall not at any time exceed
$5,000,000 in the aggregate.

8.9 Liens. None of the Borrowers will create or suffer to exist any
Lien upon any of its assets, now owned or hereafter acquired, securing any
Indebtedness or other obligation except: (i) Liens in favor of the
Administrative Agent under the Security Documents; (ii) Permitted Liens; and
(iii) Liens to which the Majority Banks have consented in writing.

8.10 Investments. No Borrower will make or permit to remain
outstanding any Investment in any Person except: (a) Investments in short-term
obligations issued by the U.S. Government, certificates of deposit and other
time deposits of, and other bank accounts with, banks having capital and
surplus of at least $100,000,000, and commercial paper rated A1 by Standard &
Poor's Ratings Group or P1 by Xxxxx'x Investors Service issued by a domestic
issuer; (b) Investments consisting of repurchase obligations in respect of U.S.
Government securities with banks having capital and surplus of at least
$100,000,000; (c) Investments in the form of loans to employees of the
Borrowers not to exceed in the aggregate $350,000 at any one time; (d)
Investments listed on Exhibit 8.10 hereto; and (e) acquisitions of cable
television systems pursuant to Section 8.16(a) hereof.

8.11 Fixed Charge Coverage Ratio. Commencing on April 1, 1999, the
Borrowers will not permit the Fixed Charge Coverage Ratio, calculated in
accordance with the Borrowers' financial statements delivered pursuant to
Section 8.1 hereof, as at the conclusion of any full calendar quarter to be
less than 1.00:1.

8.12 Debt Ratio. The Borrowers will not permit the Debt Ratio,
calculated in accordance with the Borrowers' financial statements delivered
pursuant to Section 8.1 hereof, as at the conclusion of any full calendar
quarter during the time period set forth in Column (a) below to exceed the
ratio set forth in Column (b) below:

(a) (b)
Maximum
Period Debt Ratio
------ ----------

Closing Date through June 30, 1998 5.25:1

July 1, 1998, through March 31, 1999 5.00:1
April 1, 1999, through December 31, 1999 4.50:1

January 1, 2000, through December 31, 2000 4.00:1

January 1, 2001, through December 31, 2001 3.50:1

January 1, 2002, and thereafter 3.00:1

8.13 Pro Forma Debt Service. The Borrowers will cause Pro Forma Debt
Service Coverage, calculated in accordance with the Borrowers' financial
statements delivered pursuant to Section 8.1 hereof, (i) as at the conclusion of
any full calendar quarter during the

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period commencing on the Closing Date and concluding on December 31, 1998 to be
equal to or greater than 125% and (ii) as at the conclusion of any full
calendar quarter during the period commencing on January 1, 1999 and thereafter
to be equal to or greater than 110%.

8.14 Interest Rate Protection Arrangements.
(a) The Borrowers may enter into Interest Protection Rate
Arrangements at any time or from time to time. All Interest Swap Agreements to
which any Borrower is a party shall contain so-called "full two-way payment
clauses" and shall not provide for any forfeiture or premium to be payable by
the Borrowers in the event of termination thereof. The aggregate principal
amount of Indebtedness of the Borrowers to which Interest Rate Insurance
Agreements then in effect relate shall not exceed the principal amount of the
Loans then outstanding hereunder. The Borrowers shall promptly advise the
Administrative Agent in writing when any of them enters into any Interest Swap
Agreements or Interest Rate Insurance Agreements.
(b) The Borrowers shall maintain, at all times, Interest Rate
Protection Arrangements which (together with all Interest Rate Protection
Arrangements) shall have the effect of fixing the interest rate payable by the
Borrowers (for a weighted average term of not less than 18 months at all dates
of determination) at a level not to exceed by more than 2% the rate per annum
determined by the Administrative Agent (such determination to be conclusive
absent manifest error) to be, on the effective date of such Interest Rate
Protection Arrangement, the yield (expressed as a rate) in the secondary market
on United States Treasury securities having substantially the same term to
maturity as such Interest Rate Protection Arrangement (such determination to be
based upon quotes obtained by the Administrative Agent from established dealers
in such market), with respect to a notional principal amount of Indebtedness of
the Borrowers of the sort described in clauses (a), (b) and (c) of the
definition of Indebtedness in Section 1.1 hereof equal to:

(1) on the Closing Date, at least 50% of the aggregate
principal amount of all Loans under the Prior Credit Agreement
outstanding immediately prior to the making of the Tranche B and
Tranche C Loans hereunder.
(2) from and after the 90th day after the Closing Date, at
least 50% of the Borrowers' then outstanding Indebtedness to the Banks
hereunder.

8.15 Type of Business. The Borrowers will not without the prior
written consent of the Banks engage in any business other than the ownership
and operation of cable television systems and related communications
businesses.

8.16 Acquisitions and Dispositions.

(a) The Borrowers shall not (1) merge or consolidate with any
Person (whether or not a Borrower is the surviving entity), except that the
Borrowers may merge with each other and with Subsidiaries of the Borrowers if a
Borrower is the surviving entity or (2) acquire all or substantially all of the
assets of any Person other than pursuant to the Purchase Agreements or
Permitted Asset Swaps; provided, however, that (A) the Borrowers may acquire so
long as no Default shall have occurred and be continuing additional cable
television systems so

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long as the aggregate purchase price therefor does not exceed the sum of (i)
$15,000,000; plus (ii) an amount equal to the aggregate amounts which CC II,
L.P. and CC III, L.P. could have distributed to their constituent partners
under Section 8.18 hereof, but which were not so distributed; and (B) any
Borrower may acquire the assets of any other Borrower so long as the
Administrative Agent's security interest in such assets is not thereby
impaired.
(b) The Borrowers shall not enter into any sale and leaseback
transactions with respect to, or sell or otherwise dispose of (other than
pursuant to Permitted Asset Swaps) any assets other than (1) assets having a
value of less than $10,000,000 in the aggregate or (2) tangible personal
property which through normal usage becomes unusable and (if not obsolete) is
replaced in the ordinary course of business.

(c) The Borrowers will not organize any Subsidiaries (other than
so-called "shell" companies which do not conduct any material portion of the
business of the Borrowers) unless such Subsidiaries become obligors under this
Agreement and the other Loan Documents in a manner reasonably satisfactory to
the Majority Banks.

8.17 Transactions with Affiliates. Except as permitted by this
Agreement, the Borrowers will not directly or indirectly: (a) make any
Investment in an Affiliate; (b) transfer, sell, lease, assign or otherwise
dispose of any assets to an Affiliate; (c) merge into or consolidate with or
purchase or acquire assets from an Affiliate other than as provided for in
Section 8.16 hereof; or (d) enter into any other transaction directly or
indirectly with or for the benefit of any Affiliate (including, without
limitation, Guarantees and assumptions of obligations of an Affiliate) other
than those transactions listed on Exhibit 8.17 hereto; provided that the
Borrowers may enter into any transaction with an Affiliate if the monetary or
business consideration arising therefrom would be substantially as advantageous
to the Borrowers as the monetary or business consideration which would obtain
in a comparable arm's-length transaction with a Person not an Affiliate.

8.18 Restricted Payments. The Borrowers will not make any Restricted
Payments at any time. If, at the time thereof, the Borrowers have paid to the
Banks all sums due to the Banks under Section 2.3(d) hereof, CC II, L.P. may,
after April 30, 2000, make cash distributions to its constituent partners in
addition to any Qualified Distribution during the relevant period, in an amount
not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year
(reduced by an amount equal to the amounts in respect of such fiscal year, if
any, applied to the purchase of cable television systems under clause (2) of
the proviso contained in Section 8.16(a) hereof) so long as immediately prior
to such distribution and after giving effect thereto no Default shall have
occurred or be continuing. Nothing in this Section 8.18 shall serve to limit
distributions from CC III, L.P. to CC II, L.P. or CC III General Partner (it
being understood that this sentence shall not be applicable to CC III General
Partner if Charter Southeast becomes the General Partner of CC III, L.P.).

8.19 Leases. None of the Borrowers nor any of their respective
Subsidiaries will be or become obligated under any Lease except:

(a) Capital Lease Obligations permitted pursuant to Section 8.8
hereto.

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(b) Leases, other than Capital Lease Obligations, provided that
the aggregate fixed rental obligations for any period of 12 consecutive months
under all such Leases (including payments required to be made by the Lessee in
respect of taxes and insurance, whether or not denominated as rent, but
excluding rental payments made by the Borrowers and their respective
Subsidiaries under Pole Rental Leases, Leases of microwave services and
maintenance contracts) shall not exceed $1,000,000 in any fiscal year and
$9,000,000 in the aggregate.

8.20 Management Fees. The Borrowers will not incur, assume or have
outstanding or otherwise be or become directly or indirectly liable in respect
of any fees for managing or supervising the assets or business of the Borrowers
other than Management Fees which are subject to the Fee Subordination
Agreement.

8.21 Management. The Borrowers will obtain and maintain management
services for the operation of the system from Charter Communications, Inc. as
an indirect subcontractor of the Manager under the terms of the Management
Agreement.

8.22 Partnership Interests. CC II General Partner shall remain the
general partner of CC II, L.P. provided, however, that Charter Southeast may be
substituted for CC II General Partner as the general partner of CC II, L.P. on
not less than ten days notice to the Agents, if concurrently with such
substitution Charter Southeast pledges its general partnership interest in CC
II, L.P. to the Administrative Agent pursuant to a pledge agreement of like
tenor to the Partnership Pledge Agreement. CC II, L.P. shall not admit any
additional general partner into CC II, L.P. unless the Majority Banks give
their prior consent thereto in writing (which consent shall not be unreasonably
withheld) and the partnership interests of such additional general partner are
pledged to the Administrative Agent pursuant to the Partnership Pledge
Agreement. CC III General Partner shall remain the general partner of CC III,
L.P. provided, however, that Charter Southeast may be substituted for CC III
General Partner as the general partner of CC III, L.P. on not less than ten
days notice to the Agents, if concurrently with such substitution Charter
Southeast pledges its general partnership interest in CC III, L.P. to the
Administrative Agent pursuant to a pledge agreement of like tenor to the
Partnership Pledge Agreement. CC III, L.P. shall not admit any additional
general partner into CC III, L.P. unless the Majority Banks give their prior
consent thereto in writing (which consent shall not be unreasonably withheld)
and the partnership interests of such additional general partner are pledged to
the Administrative Agent pursuant to the Partnership Pledge Agreement.

8.23 Amendment of Purchase Agreements. After the closing of the
transactions contemplated by the Purchase Agreements, the Borrowers (i) shall
not, without the prior written consent of the Majority Banks, make any material
amendments or modifications to any provision of the Purchase Agreements and
(ii) shall as promptly as practicable provide the Documentation Agent and the
Administrative Agent (who shall promptly provide copies to each Bank on
request) with true, correct and complete copies of all amendments or
modifications to the Purchase Agreements.

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8.24 Capital Expenditures. The Borrowers shall not permit the
aggregate amount of their Capital Expenditures (other than Capital Lease
obligations) in any period set forth below to exceed as of the end of such
period the sum of (a) the limit for such period, as set forth below, plus (b)
any unexpended portion of the Capital Expenditures limit set forth below for
the immediately preceding period.

Capital
Period Expenditures Limit
------ ------------------

From January 1, 1996, through December 31, 1996 $33,000,000

From January 1, 1997, through December 31, 1997 $54,000,000

From January 1, 1998, through December 31, 1998 $38,000,000
From January 1, 1999, through March 31, 1999 $ 6,250,000

There shall be no limitations on Capital Expenditures (other than those
required to ensure compliance with Sections 8.8, 8.11 and 8.12 hereof) after
March 31, 1999.

8.25 ERISA. The Borrowers shall not establish, maintain or contribute
to any Plan or Multiemployer Plan.

8.26 Qualified Distributions. CC II, L.P. may, in any period set forth
below, make cash distributions to its constituent partners to enable its
constituent partners or their respective parent companies to make scheduled debt
service payments (but not payments or prepayments of principal) on the
Indebtedness issued pursuant to the Indentures not to exceed the limit for such
period as set forth below so long as immediately prior to such distribution and
after giving effect thereto no Default shall have occurred and be continuing.

Qualified
Period Distribution Limit
------ ------------------

From the Closing Date through December 31, 1996 $ 5,100,000

From January 1, 1997, through December 31, 2000 $ 9,600,000

From January 1, 2001, through December 31, 2001 $19,000,000
From January 1, 2002, through December 31, 2002 $29,000,000

From January 1, 2003, through December 31, 2003 $26,500,000

From January 1, 2004, through December 31, 2004 $25,500,000
From January 1, 2005, through December 31, 2005 $23,500,000

; provided that after April 30, 2000 CC II L.P. may make additional cash
distributions in each fiscal year period included in the above table in an
amount not to exceed 50% of Excess Cash

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Flow for the immediately preceding fiscal year, if (a) the April 15 prepayment
required for such year (in which the distribution is to be made) pursuant to
Section 2.3(d) hereof shall already have been made and (b) immediately prior to
such distribution and after giving effect thereto no Default shall have
occurred and be continuing.

Article 9. Events of Default.

If any of the following "Events of Default" shall occur and be
continuing, namely:

A. Any representation or warranty in this Agreement, in the Security
Documents or in any certificate, statement or other document made or furnished
to the Documentation Agent, the Administrative Agent or the Banks hereunder or
under the Loan Documents shall prove to have been untrue or incorrect in any
material respect when made; or

B. Default in the payment when due of any principal of any Note or any
Loan; or

C. Default for three or more Business Days in the payment of any
interest on any Note or any Loan or (other than as provided in Section 9.B) any
other amount payable to the Banks or the Administrative Agent hereunder or
under the Security Documents; or

D. Default by any of the Borrowers in the performance or observance
of any of their agreements in Section 8 hereof (other than in Sections 8.1,
8.2, 8.3, 8.7, 8.8 and 8.9) or in the Loan Documents; or

E. Default by any of the Borrowers in the performance or observance
of any of their other agreements herein (including but not limited to the
agreements in Article 8 hereof expressly excluded by Section 9.D hereof) which
remain unremedied for 30 or more days; or

F. Any bonds, debentures, notes or other evidence of Indebtedness of
any of the Borrowers in an aggregate amount exceeding $3,000,000 shall (i)
become due before stated maturity by the acceleration of the maturity thereof
by reason of default or (ii) become due by their terms and shall not be
promptly paid; or

G. Any event of default or other event under any indenture, credit or
loan agreement, note or other agreement or instrument under which Indebtedness
of the Borrowers or any of their respective Subsidiaries in an aggregate amount
exceeding $3,000,000 is outstanding, or by which any such Indebtedness is
evidenced, shall have occurred which, with notice or lapse of time or both,
would permit the holder or holders of any such Indebtedness (or a trustee or
agent on its or their behalf) to accelerate the maturity thereof or to enforce
any Lien provided for by any such indenture, agreement or instrument, as the
case may be; or any event of default or other event under any Interest Swap
Agreement with respect to an aggregate amount exceeding $7,000,000 shall have
occurred which, with notice or lapse of time or both, would permit the
termination thereof by any party other than the applicable Borrower; or

H. Any of the Borrowers shall be dissolved or liquidated (as a matter
of law or otherwise) or proceedings shall be commenced by any Person (including
any of the Borrowers or the constituent partners of CC II, L.P. or CC III,
L.P.) seeking the dissolution or liquidation

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of any Borrower (and, in the case of proceedings commenced by Persons other
than any of the Borrowers or the constituent partners of CC II, L.P. or CC III,
L.P., shall continue unstayed for a period of 60 days); or

I. Any Borrower shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or

J. Any Borrower shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a voluntary case
under the Bankruptcy Code (as now or hereafter in effect), (iv) file a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code, or
(vi) take any action (partnership or otherwise) for the purpose of effecting
any of the foregoing; or

K. A proceeding or case shall be commenced, without the application
or consent of the applicable Borrower, in any court of competent jurisdiction
seeking (i) its liquidation, reorganization, dissolution or winding-up, or the
composition or readjustment of any Borrower's debts, (ii) the appointment of a
trustee, receiver, custodian, liquidator or the like of any Borrower or of all
or any substantial part of its assets, or (iii) similar relief in respect of
any Borrower under any law relating to bankruptcy, insolvency, reorganization,
winding-up or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 90 days; or an order for relief against any Borrower
shall be entered in an involuntary case under the Bankruptcy Code; or

L. A final judgment or judgments for the payment of money in excess
of $3,000,000 in the aggregate shall be rendered by a court of record against
any Borrower and such Borrower shall not (i) be adequately bonded or insured
against such judgment or judgments, or (ii) discharge the same or provide for
its discharge in accordance with its terms, or procure a stay of execution
thereof within 60 days from the date of entry thereof and within said period of
60 days, or such longer period during which execution of such judgment shall
have been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or

M. Any Franchise (or group of Franchises) accounting for 5% or more
of the Borrowers' Basic Subscribers shall be suspended, terminated or revoked
such that the Borrowers are no longer able to operate such Franchise and retain
the revenue received therefrom or the applicable Borrower or the grantors of
any Franchise shall fail to renew such Franchise at the stated expiration
thereof (unless such Franchise is temporarily renewed or extended at such time)
such that the Borrowers are no longer able to operate such Franchise and retain
the revenue received therefrom; or

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N. Unless the Majority Banks shall have otherwise agreed in writing:
(i) (1) each of Xxxxxx X. Xxxx, Xxxxxx X. Xxxx and Xxxxx X. Xxxxxxx (or any
substitute general partner which is not rejected by the Majority Banks, as
provided below) shall cease for any reason to be a general partner of Charter
Group, or (2) Charter Group shall for any reason fail to be controlled,
directly or indirectly, by at least one of such individuals, or (3) a majority
of the voting equity of and economic interests in Charter Group shall for any
reason fail to be owned by at least one of such individuals; provided, however,
that if any of the events described in clause (1), (2) or (3) above occurs
solely as a result of the death, disability or legal incapacity of any such
individual (or any substitute general partner which is not rejected by the
Majority Banks, as provided below), such event shall not constitute an Event of
Default unless (w) 90 days after the occurrence of such event, the Borrowers
shall have failed to provide the Agents and the Banks with a written proposal
as to the identity of one or more willing substitute general partners of
Charter Group, together with a list of the names of the individuals proposed to
be engaged in senior management of Charter Group, or (x) the Majority Banks
shall have rejected, in writing, any such proposal given (within such 90-day
period by the Borrowers) or (y) any such substitute general partner shall fail
to become a general partner of Charter Group within a reasonable time
thereafter or (z) the senior management proposed by the Borrowers as set forth
in clause (w) above, or any combination thereof, shall for any reason fail to
engage in senior management of Charter Group; or (ii) Charter Group shall for
any reason fail to control Charter Communications, Inc., directly or
indirectly, or Charter Group shall fail for any reason to own a majority of the
voting equity of and economic interests in Charter Communications, Inc. (for
purposes of this Section 9.N, "control" shall mean possession of the power to
direct or cause the direction of management or policies, whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise); or

O. An event shall occur which has a Material Adverse Effect; or

P. The occurrence of an event of default under either Indenture or any
securities or evidence of Indebtedness issued pursuant thereto; or

Q. If the terms of either Indenture or any securities or evidence of
Indebtedness issued pursuant thereto provide for an event of default thereunder
upon the occurrence of any Event of Default hereunder (other than (i) an Event
of Default described in Section 9.P hereof; (ii) an Event of Default resulting
from the failure to pay $7,500,000 or more in the aggregate of the outstanding
principal of the Tranche A Loans, Tranche B Loans and Tranche C Loans (x) with
respect to the Tranche A Loans, on the Tranche A Commitment Termination Date or
on the date on which the Tranche A Loan Commitments are terminated in
accordance with this Agreement; (y) with respect to the Tranche B Loans, on
June 30, 2005, or the date on which the Tranche B Loans are required to be paid
in full in accordance with this Agreement; or (z) with respect to the Tranche C
Loans on December 31, 2005, or the date on which the Tranche C Loans are
required to be paid in full in accordance with this Agreement; or (iii) an
Event of Default resulting in the acceleration of the maturity of $7,500,000 or
more in principal amount of the Indebtedness to the Banks hereunder).

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THEREUPON, the Administrative Agent may (and at the request of the Majority
Banks shall) by notice to the Borrowers specifying the particular Event or
Events of Default which have occurred, terminate the Commitments hereunder
and/or declare the principal of and interest on the Loans and the Notes (if
then outstanding), and all other amounts owing hereunder, to be forthwith due
and payable, whereupon the same will be and become forthwith due and payable,
without presentment or demand for payment, notice of non-payment, protest or
further notice or demand of any kind, all of which are expressly waived by the
Borrowers, provided that, in the case of any Event of Default specified in
Section 9.H, Section 9.I, Section 9.J or Section 9.K hereof, the Commitments
hereunder shall immediately and automatically terminate and the principal of
and interest on the Loans and the Notes (if then outstanding), and such other
amounts, shall be and become immediately due and payable, without presentment
or demand for payment, notice of non-payment, protest or notice or demand of
any kind, all of which are expressly waived by the Borrowers (it being
understood and agreed that the joint obligations of each Borrower in respect of
the obligations of the other Borrowers shall not be deemed to be released or
adversely affected by the exercise or the refraining from exercising of any
rights or remedies against the other Borrowers or any Collateral).

Article 10. The Agents.

10.1 Appointment, Etc. Each Bank hereby irrevocably appoints and
authorizes each of the Administrative Agent and the Documentation Agent to act
as such Bank's agent hereunder and under the Loan Documents with such powers as
are specifically delegated to the Administrative Agent or the Documentation
Agent, as the case may be, by the terms of this Agreement and the Loan
Documents, together with such other powers as are reasonably incidental
thereto. None of the Agents (which term as used in this sentence and in
Section 10.5 and the first sentence of Section 10.6 hereof shall include
reference to its affiliates and its own and its affiliates' officers,
directors, employees and agents): (a) shall have any duties or
responsibilities except those expressly set forth in this Agreement and the
Loan Documents, and shall not by reason of this Agreement be a trustee for or
any other Agent or any Bank; (b) shall be responsible to the other Agents or
the Banks for any recitals, statements, representations or warranties contained
in this Agreement or the Loan Documents, or in any certificate or other
document referred to or provided for in, or received by any of them under, this
Agreement or the Loan Documents, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, the Loan
Documents, any Note or any other document referred to or provided for herein or
for any failure by any Borrower or any other Person; (c) shall be required to
initiate or conduct any litigation or collection proceedings hereunder or
thereunder except to the extent requested by the Banks; and (d) shall be
responsible for any action taken or omitted to be taken by it hereunder or
thereunder or under any other document or instrument referred to or provided
for herein or therein or in connection herewith or therewith, except for its
own gross negligence or willful misconduct. The Agents may each employ agents
and attorneys- in-fact and shall not be responsible for the

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negligence or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care.

10.2 Reliance by Agents. The Agents shall each be entitled to rely
upon any certification, notice or other communication (including any thereof by
telephone, telex, telecopy, telegram or cable) reasonably believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the applicable Agent. As
to any matters not expressly provided for by this Agreement or the Loan
Documents, the Agents shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with any
instruction signed by the other Agents or the Banks, and such instructions of
the Agents or Banks and any action taken or failure to act pursuant thereto
shall be binding on the Agent or Bank signing such instructions.

10.3 Defaults. None of the Agents shall be deemed to have knowledge of
the occurrence of a Default (other than, in the case of the Administrative
Agent, the non-payment of principal of or interest on Loans) unless it has
received notice from another Agent, a Bank or the Borrowers specifying such
Default and stating that such notice is a "Notice of Default." In the event
that an Agent receives such a notice of the occurrence of a Default, such Agent
shall give prompt notice thereof to the other Agents and the Banks (and the
Administrative Agent shall give each other Agent and each Bank prompt notice of
each such non-payment). The Administrative Agent shall (subject to Section
10.7 hereof) take such action with respect to such Default as shall be directed
by the Majority Banks, provided that, unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interest of the
Banks.

10.4 Rights as a Bank. With respect to its Commitment and the Loans
made by it, each Agent in its capacity as a Bank hereunder shall have the same
rights and powers hereunder as any other Bank and may exercise the same as
though it were not acting as an Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include each Agent in its individual
capacity. Each of the Agents and their respective affiliates may (without
having to account therefor to any Bank) accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with the
Borrowers (and any of their respective affiliates) as if it were not acting as
an Agent, and each Agent may accept fees and other consideration from the
Borrowers for services in connection with this Agreement or otherwise without
having to account for the same to the Banks.

10.5 Indemnification. The Banks agree to indemnify each Agent (to the
extent not reimbursed under Section 11.3 hereof, but without limiting the
obligations of the Borrowers under said Section 11.3), ratably in accordance
with the aggregate principal amount of the Loans made by the Banks (or, if no
Loans are at the time outstanding, ratably in accordance with their respective
Commitments), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature

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whatsoever which may be imposed on, incurred by or asserted against such Agent,
in any way relating to or arising out of this Agreement, the Notes or the Loan
Documents or any other documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby (including, without
limitation, the costs and expenses which the Borrowers are obligated to pay
under Section 11.3 hereof but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the
terms hereof or thereof or of any such other documents, provided that no Bank
shall be liable for any of the foregoing to the extent they arise from the
gross negligence or willful misconduct of the party to be indemnified.

10.6 Non-Reliance. Each Bank agrees that it has, independently and
without reliance on any of the Agents or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Borrowers and decision to enter into this Agreement and that it
will, independently and without reliance upon any of the Agents, or any other
Bank, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not
taking action under this Agreement and the Loan Documents. No Agent shall be
required to keep itself informed as to the performance or observance by the
Borrowers of this Agreement or the Loan Documents or any other document
referred to or provided for herein or therein or to inspect the properties or
books of the Borrowers. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the
Administrative Agent or the Documentation Agent, as the case may be, hereunder
and under the Loan Documents, no Agent shall have any duty or responsibility to
provide any other Agent or any Bank with any credit or other information
concerning the affairs, financial condition or business of the Borrowers (or
any of their Affiliates) which may come into the possession of the
Administrative Agent or the Documentation Agent or any of their respective
affiliates.

10.7 Failure to Act. Except for action expressly required hereunder,
and under the Loan Documents, of the Administrative Agent or the Documentation
Agent, as the case may be, the Administrative Agent and the Documentation Agent
shall in all cases be fully justified in failing or refusing to act hereunder
or thereunder, unless it shall be indemnified to its satisfaction by the Banks
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.

10.8 Resignation or Removal. Subject to the appointment and
acceptance, as provided below, of a successor Administrative Agent or
Documentation Agent, as applicable, each of the Administrative Agent and the
Documentation Agent may resign at any time by giving notice thereof to the
other and to the other Agents, the Banks and the Borrowers and each of the
Administrative Agent and the Documentation Agent may be removed at any time for
cause by the Majority Banks. Upon any such resignation or removal, the Banks
acting jointly shall have the right to appoint a successor Administrative Agent
or Documentation Agent, as appropriate. If no successor shall (in consultation
with the Borrowers) have been so appointed by the Banks and shall have accepted
such appointment within 30 days after the

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retiring Administrative Agent's or Documentation Agent's giving of notice of
resignation or the Banks' removal of the retiring Administrative Agent or
Documentation Agent, then the retiring Agent may (with, so long as no Event of
Default shall have occurred and be continuing the consent of the Borrowers,
which shall not be unreasonably withheld), on behalf of the Banks, appoint its
own successor, which shall be a Bank which has an office in New York, New York,
with a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment hereunder as a successor Administrative Agent or
Documentation Agent, such successor shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent or Documentation Agent, as the case may be, and the
retiring Administrative Agent or Documentation Agent, as the case may be,
shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's or Documentation Agent's resignation or removal
hereunder, the provisions of this Article 10 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as the Administrative Agent or Documentation Agent.

Article 11. Miscellaneous.

11.1 Waiver. No failure on the part of the Administrative Agent or any
Bank to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement, the Notes, or
the Loan Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege under this Agreement, the
Notes or the Loan Documents preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The remedies provided
herein and in the Loan Documents are cumulative and not exclusive of any
remedies provided by law.

11.2 Notices. All notices and other communications provided for herein
shall be by telephone (except where written notice is expressly required
hereby), or in writing and telephoned, telecopied, mailed or delivered by
overnight courier or by hand to the intended recipient at the telephone number
or "Address for Notices" specified below its name on the signature pages
hereof; or, as to any party, at such other telephone number or address as shall
be designated by such party in a notice to each other party. Except as
otherwise provided in this Agreement, all notices and other communications
hereunder shall be deemed to have been duly given when transmitted by
telecopier or delivered to an overnight courier service, in each case addressed
as aforesaid or personally delivered or, in the case of a mailed notice, when
actually received by the intended recipient; provided, however, that the
notices to any Agent, shall not be effective as to such Agent until actually
received; and provided further, however, that no Agent shall be liable to any
party hereto in any way whatsoever as a result of actions or omissions
resulting from any telephonic communications with any Loan Party. Telephoned
notices shall be confirmed within three days by the sender by telecopy,
overnight courier or hand delivery, provided that failure to confirm any such
telephoned notice shall not affect its validity.

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11.3 Indemnity and Expenses.
(a) The Borrowers will indemnify and hold harmless each Agent and
each Bank from any liability, loss or damage resulting from the violation by
any Borrower of Section 2.7 hereof. The Borrowers will also indemnify and hold
harmless each Agent, each Bank and each of their respective directors, officers
and employees and each Person, if any, who controls any Agent or any Bank from
and against any and all claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys' fees) which any of them may incur or
which may be asserted against any of them (other than those arising as a result
of the indemnified party's gross negligence or wilful misconduct) in connection
with any litigation (including, without limitation, litigation arising under or
pursuant to Environmental Laws) or other proceedings or investigation
(including, without limitation, compliance with or contenting of any subpoenas
or process issued against any of the indemnified parties) involving any
Borrower or any of their respective Subsidiaries, CC II General Partner, CC III
General Partner, or any officer, director or employee thereof other than
litigation commenced by the Borrowers against (and which is determined
adversely to) the indemnified party which seeks enforcement of the Borrowers'
rights hereunder or under any Loan Document.
(b) The Borrowers agree to pay: (1) the reasonable fees and
expenses of Xxxxx Xxxx Xxxxx Constant & Xxxxxxxx, special counsel to the
Documentation Agent, in connection with (A) the preparation, execution and
delivery of this Agreement, the Loan Documents and the Notes and the making of
the Loans hereunder regardless of whether any transaction contemplated hereby
is consummated, (B) any amendment, modification or waiver of any of the terms
of this Agreement, the Loan Documents or the Notes, and (C) filing and
recording fees, and taxes and other charges incurred in connection with
perfecting, maintaining and protecting the security interest of the
Administrative Agent in the Collateral; and (2) after the occurrence of any
Event of Default, all reasonable costs and expenses of the Administrative Agent
(including reasonable counsel's fees and expenses) and all reasonable fees and
expenses of counsel for the Banks collectively (which counsel shall be selected
by the Majority Banks) in connection with the enforcement of this Agreement,
the Loan Documents and the Notes.

11.4 Amendments, Etc. Any provision of this Agreement may be modified
or waived only by (and any agreement which changes the terms of subordination
of any obligation of the Borrowers which is junior to the Indebtedness of the
Borrowers to the Banks hereunder shall require) an instrument or instruments in
writing signed by the Borrowers and the Majority Banks; provided, however, that
(a) the consent of each Bank shall be required for any amendment, modification
or waiver which (1) increases such Bank's Commitment or the aggregate amount of
the Commitments hereunder; (2) releases a Borrower from any obligation
hereunder or changes the joint and several nature of the Borrowers' obligations
hereunder; (3) releases any collateral securing the repayment of the Loans; (4)
changes the definition(s) of "Applicable Margin," "Base Rate," "Fixed Base
Rate," "Fixed Rate" or "Majority Banks" set forth in Section 1.1 hereof; (5)
amends, modifies or waives any of the provisions of Section 2.3, 2.4, 4.2,
8.21 or this Section 11.4; and (6) the consent of the

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Administrative Agent and the Documentation Agent shall be required for any
amendment or modification of Article 10 hereof.

11.5 Withholding Taxes.
(a) Each Bank that is organized under the laws of any jurisdiction
other than the United States of America or any State thereof and which could
become completely exempt from withholding of taxes in respect of payment of any
obligations due to such Bank hereunder relating to any of its Loans if such
Loans were in registered form may request the Borrower (through the
Administrative Agent), and the Borrower agrees thereupon, to register such
Loans as hereinafter provided and to issue to such Bank Notes evidencing such
Loans as registered Notes or to exchange Notes evidencing such Loans for new
registered Notes, as Applicable. Registered Notes may not be exchanged for
Notes that are not in registered form.
(b) Each Bank and each Agent which is organized under the laws of
any jurisdiction other than the United States of America or any State thereof
(1) represents to the other Agents and the Borrowers that (A) assuming
compliance by the Borrower with the provisions of Section 11.5(a) hereof under
applicable laws and treaties no taxes will be required to be withheld by the
Administrative Agent or the Borrowers with respect to any payments to be made
to such Bank or such Agent in respect of the amounts payable under this
Agreement, the Note held by such Bank or any Security Document and (B) it has
furnished to the Administrative Agent and the Borrowers two duly completed
copies of U.S. Internal Revenue Service Form 4224, U.S. Internal Revenue
Service Form 1001 (wherein such Bank claims entitlement to complete exemption
from U.S. federal withholding tax on all interest payments hereunder) or U.S.
Internal Revenue Service Form W-8, and (b) covenants, upon the Borrowers' or
the Administrative Agent's request, to (1) provide the Administrative Agent and
the Borrowers a new Form 4224 or Form 1001 upon the obsolescence of any
previously delivered form in accordance with applicable U.S. laws and
regulations and amendments duly executed and completed by such Bank and (2)
comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.
(c) Each holder of a registered Note (or, if such holder is not
the beneficial owner thereof, such beneficial owner) shall deliver to the
Borrower (with a copy to the Administrative Agent) prior to or at the time it
becomes the holder of a registered Note, the applicable form described in the
first sentence of Section 11.5(b) (or such successor and related forms as may
from time to time be adopted by the relevant taxing authorities of the United
States of America), together with an annual certificate stating that such
holder or beneficial owner, as the case may be, is not a "Bank" within the
meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in
Section 881(c)(3) of the Code. Each such holder promptly notify the Borrower
(with a copy to the Administrative Agent) if at any time, such holder or
beneficial owner, as the case may be, determines that it is no longer in a
position to make the certification made in such certificate to the Borrower (or
any other form of certification adopted by the relevant taxing authorities of
the United States of America for such purposes).

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(d) The Administrative Agent, acting, for this purpose only, as
agent of the Borrower shall maintain, at no extra charge to the Borrower, a
register at the address to the Borrower, a register at the address to which
notices to the Administrative Agent are to be sent under Section 11.2 hereof)
on which register the Administrative Agent shall enter the name, address and
taxpayer identification number (if provided) of the registered owner of the
Loans evidenced by a registered Note or, upon the request of the registered
owner, for which a registered Note has been requested. A registered Note and
the Loans evidenced thereby may be assigned or otherwise transferred in whole
or in part only be registration of such assignment or transfer of such
registered Note and the Loans evidenced thereby on the register. Any
assignment or transfer of all or part of such Loans and the registered Note
evidencing the same shall be registered on the register only upon compliance
with the provisions of Section 11.6 and surrender for registration of
assignment or transfer of the registered Note evidencing such Loans, duly
endorsed by (or accompanied by a written instrument of assignment or transfer
duly executed by) the holder thereof, and thereupon one or more new registered
Noted in the same aggregate principal amount shall be issued to the designated
assignee(s) or transferee(s) and, if less than the aggregate principal amount
of such registered Notes is thereby transferred, the assignor or transferor.
Prior to the due presentment for registration of transfer of any registered
Note, the Borrower and the Administrative Agent shall treat the Person in whose
name such Loans and the registered Note evidencing the same is registered as
the owner thereof for the purpose of receiving all payments thereon and for all
other purposes, notwithstanding any notice to the contrary.
(e) Unless the Borrowers and the Administrative Agent have
received forms or other documents satisfactory to them indicating that payments
hereunder or under any Note are not subject to United States withholding tax
(or there is a change in law preventing delivery thereof), the Borrowers or
Administrative Agent shall, in the case of payments to or for any Bank
organized under the law of a jurisdiction outside the United States, (1)
withhold taxes from such payments at the applicable statutory rate, or at a
rate reduced by an applicable tax treaty (provided that the Borrowers and the
Administrative Agent have received forms or other documents satisfactory to
them indicating that such reduced rate applies) and (2) pay such Bank such
payment net of any taxes withheld. To the extent that the Borrowers are
obligated hereunder, the Borrowers shall provide evidence that such taxes of
any nature whatsoever in respect of this Agreement, any Loan or any Note shall
have been paid to the appropriate taxing authorities by delivery to the Bank on
whose account such payment was made of the official tax receipts or notarized
copies of such receipts within thirty (30) days after payment of such tax. If
the Borrowers fail to make any such payment when due, the Borrowers shall
indemnify the Banks for any incremental taxes, interest or penalties that may
become payable by any Bank as a result of any such failure.
(f) Each Bank agrees that it will not assign any Loans or portions
thereof made by it hereunder to any Person if, at the time of such assignment,
any taxes would be required to be withheld by the Administrative Agent or the
Borrowers with respect to any payments to

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be made to such Person under this Agreement, the Note or portion thereof
assigned to such Person or any Security Document. As promptly as practicable
following any assignment of any Loans or portions thereof to an entity
organized under the laws of any jurisdiction other than the United States of
America or any State thereof, the assignee shall furnish the Administrative
Agent and the Borrowers two duly completed copies of U.S. Internal Revenue
Service Form 4224, U.S. Internal Revenue Service Form 1001 or U.S. Internal
Revenue Form W-8.

11.6 Successors and Assigns.
(a) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns except that
the Borrowers may not assign their respective rights or obligations hereunder,
under the Notes or under the Loan Documents without the prior written consent
of each of the Agents and each of the Banks.
(b) Each Bank may sell assignments of up to one hundred percent
(100%) of its interest hereunder to (1) one or more affiliates of such Bank
(subject, in the case of Tranche A Loan Commitments to the requirements set
forth in clause (v) of Section 11.6(c) hereof) or any other Bank, or (2) any
Federal Reserve Bank as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Bank (no assignment under this clause (2) shall
relieve such Bank from its obligations hereunder).
(c) Each of the Banks may at any time enter into assignment
agreements (but not participations) with one or more Persons pursuant to which
each Bank may assign its interest under this Agreement and the other Loan
Documents, including, its interest in any particular Loan or portion thereof,
provided, that (1) all assignments (other than assignments described in clause
(b) hereof) of Tranche A Loans shall be in minimum principal amounts of
$10,000,000 (unless after giving effect to all contemporaneous assignments to
such Person, such Person has a minimum Tranche A Loan Commitment of
$10,000,000), (2) all assignments (other than assignments described in clause
(b) hereof) of Tranche B Loans or Tranche C Loans which are not assignments of
100% of the assignor's interest in Tranche B or Tranche C Loans, as the case
may be. shall be in minimum principal amounts of $4,000,000 (unless after
giving effect to all contemporaneous assignments to such Person, such Person
holds Tranche B Loans or Tranche C Loans, as the case may be, in an aggregate
principal amount of $4,000,000), (3) without the consent of the Borrowers, no
Bank may assign more than forty nine percent (49%) of its interest in any Class
of Loan hereunder unless such assignment constitutes an assignment of 100% of
such Bank's interests in such Class of Loan, and (4) all assignments (other
than assignments described in clause (b) hereof) shall be subject to the
following additional terms and conditions:

(i) No assignment (except assignments permitted in Section
11.6(b) hereof) shall be sold without the prior consent of the
Administrative Agent and prior to the occurrence and continuation
of an Event of Default, the consent of the Borrowers, all of which
consents shall not be unreasonably withheld;

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(ii) The Borrowers, the Administrative Agent, and the Banks
agree that assignments permitted hereunder (including the
assignment of any Advance or portion thereof) may be made with all
voting rights, and shall be made pursuant to an Assignment and
Assumption Agreement substantially in the form of Exhibit 11.6
attached hereto. An administrative fee of $3,500 shall be payable
to the Administrative Agent by the assigning Bank at the time of
any assignment hereunder;

(iii) Each Bank agrees to provide the Administrative Agent
and the Borrowers with prompt written notice of the making of any
assignments of its interests hereunder;

(iv) No assignment of any rights hereunder or under the Notes
shall be effected that would result in any interest requiring
registration under the Securities Act of 1933, as amended, or
qualification under any state securities law; and

(v) No such assignment of a Tranche A Loan Commitment may be
made to any Bank or other financial institution (A) that does not
have a minimum capital and surplus of $500,000,000, (B) with
respect to which a receiver or conservator (including, without
limitation, the Federal Deposit Insurance Corporation, the
Resolution Trust Company or the Office of Thrift Supervision) has
been appointed and (C) that is not "adequately capitalized" (as
such term is defined in Section 131(b)(1)(B) of the Federal Deposit
Insurance Corporation Improvement Act as in effect on the Agreement
Date).

(d) Nothing in this Agreement or the Notes, expressed or implied, is
intended to or shall confer on any Person other than the respective parties
hereto and thereto and their successors and assignees permitted hereunder and
thereunder any benefit or any legal or equitable right, remedy or other claim
under this Agreement or the Notes.
(e) The provisions of this Section 11.6 shall not apply to any
purchase of participations among the Banks pursuant to Section 4.5 hereof.

11.7 Survival. The obligations of the Borrowers under Article 5 and
Section 11.3 hereof shall survive the repayment of the Loans and the
termination of the Commitments.

11.8 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

11.9 Captions. Captions and section headings appearing herein are
included solely for convenience of reference only and are not intended to
affect the interpretation of any provision of this Agreement.

11.10 Independent Remedies. Anything in this Agreement to the contrary
notwithstanding, each Bank shall have the right to protect and enforce its
rights arising out of this Agreement in respect of amounts due to it hereunder
or under the Notes (whether at

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maturity by acceleration or otherwise) without it being necessary for any other
Bank or any Agent to be joined as an additional party in any proceedings
instituted by such Bank with respect to such obligations or without it being
necessary for any other Bank or any Agent to authorize or consent to the
institution of any such proceedings.

11.11 GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS EXECUTED AND TO BE WHOLLY PERFORMED WITHIN THAT STATE.

11.12 SERVICE OF PROCESS. EACH BORROWER BY ITS EXECUTION HEREOF (I)
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE COURTS OF THE STATE
OF NEW YORK AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE NOTES, THE LOAN
DOCUMENTS OR THE SUBJECT MATTER HEREOF AND THEREOF AND (II) HEREBY WAIVES TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY
OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH PROCEEDING, ANY CLAIM THAT IT
IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE NAMED COURTS, THAT
ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT ANY SUCH
PROCEEDING BROUGHT IN ONE OF THE ABOVE-NAMED COURTS IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN ONE OF THE
ABOVE-NAMED COURTS IS IMPROPER, OR THAT THIS AGREEMENT, THE NOTES OR ANY LOAN
DOCUMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE ENFORCED IN OR BY
SUCH COURT. EACH BORROWER HEREBY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH
PROCEEDING IN ANY MANNER PERMITTED BY THE CIVIL PRACTICE LAW AND RULES OF THE
STATE OF NEW YORK, AND AGREES THAT SERVICE OF PROCESS BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED IN OR
PURSUANT TO SECTION 11.2 HEREOF IS REASONABLY CALCULATED TO GIVE ACTUAL NOTICE.

11.13 Recourse to Partners. The Banks shall not have any recourse to
CC II General Partner, CC III General Partner or any of the limited partners of
CC II, L.P. or CC III, L.P. in connection with the enforcement of this
Agreement, the Notes or the Security Documents, except for the recourse
expressly set forth in the Security Documents. Except as set forth in the
preceding sentence, the Banks shall have recourse only to the Borrowers
themselves, and to the Banks' rights and remedies under this Agreement, the
Note, and the Security Documents in connection with the enforcement of any of
the Banks' rights thereunder.

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72

11.14 Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.

11.15 Waiver of Trial by Jury. Each of the parties hereto hereby
agrees to waive and hereby waives the right to trial by jury in any court and
in any action or proceeding of any type in which, any of the parties hereto, or
any of their respective successors and assigns is a party as to all matters and
things arising out of this Agreement, the Notes or the Loan Documents.

-67-
73

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written. CHARTER
COMMUNICATIONS II, L.P.

By: CCP II, Inc., General Partner

By:_______________________________
Title:

Address for Notices:

00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000-0000
Telecopier No.:
Attention:

with copies to:

00000 Xxxxxxxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000-0000
Telecopier No.:
Attention:
and

Paul, Hastings, Xxxxxxxx & Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esq.

CHARTER COMMUNICATIONS III, L.P.

By: CCP III, Inc., General Partner

By:______________________________
Title:

Address for Notices:

00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000-0000
Telecopier No.:

Attention:

with copies to:

00000 Xxxxxxxxxxx Xxxxx

Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000-0000

Telecopier No.:
Attention:

and

Paul, Hastings, Xxxxxxxx & Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.

Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000

Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esq.

PEACHTREE CABLE TV, INC.

By:___________________________
Title:

Address for Notices:

00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000-0000

Telecopier No.:
Attention:

with copies to:

00000 Xxxxxxxxxxx Xxxxx
Xxxxx 000

Xx. Xxxxx, Xxxxxxxx 00000-0000
Telecopier No.:

Attention:
and

Paul, Hastings, Xxxxxxxx & Xxxxxx
000 Xxxxxxxxx Xxxxxx, X.X.

Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000

Telecopier No.: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esq.

TORONTO DOMINION (TEXAS), INC.,
as Arranging Agent, Administrative
Agent and as a Bank

By:______________________________

Title:

Address for Notices:

Toronto Dominion (Texas), Inc.

000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Telecopier No.: (000) 000-0000
Attention: Manager, Agency

with copies to:

The Toronto Dominion Bank
00 Xxxx 00xx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopier No.: (000) 000-0000

Attention: Xxxxxxx Xxxxx

NATIONSBANK OF TEXAS, N.A.,
as Managing Agent

By:__________________________________
Title:

Address for Notices:

000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000

Telecopier No.: (000) 000-0000
Attention: Mr. Hutch XxXxxxxxx

Xx. Xxxxxxxx Xxxxxx

with copies to:

Xx. Xxx Maleiny

Banking Officer
000 Xxxx Xxxxxx, 00xx Xxxxx

Xxxxxx, Xxxxx 00000
Telecopier No.: (000) 000-0000

CIBC INC.,

as Managing Agent

By:____________________________

Title:

Address for Notices:

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000

Attention: Xxxxxxx X. Xxxxx
Vice President

with copies to:

0000 Xxxxx Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000

Telecopier No.: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxx

Schedule 1
Commitments
-----------

Tranche A Tranche B Tranche C
Bank Loan Commitment Loan Commitment Loan Commitment
---- --------------- --------------- ---------------

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1 EXHIBIT 10.2(a) CHARTER COMMUNICATIONS II, L.P. CHARTER COMMUNICATIONS III, L.P. PEACHTREE CABLE TV, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 7, 1997 __________________________________...

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