COMMITMENT LETTER



 



Exhibit 10.3a


Vulcan Inc.

505 Union Station

505 Fifth Avenue South, Suite 900

Seattle, WA 98104



April 14, 2003



Charter Communications VII, LLC

12405 Powerscourt Drive

St. Louis, MO 63131


Ladies and Gentlemen:


     You have requested that Vulcan Inc. (“Vulcan”) agree to, or cause one or
more of its affiliates to, provide a senior secured credit facility (the
“Facility”) to you (the “Borrower”), in an amount not to exceed $300 million
(the “Commitment Amount”). Initially, the Facility will be utilized by the
Borrower to make investments in Falcon Cable Communications, LLC (“CC VII”).
The Borrower will concurrently cause CC VII to utilize loans under the Facility
to repay revolving loans under its credit facility, loan an amount equal to the
loans under the Facility directly to Holdings and/or distribute an amount equal
to such loans to the Borrower. If CC VII makes a distribution to the Borrower,
the Borrower will then distribute such amount to Charter Communications
Holdings LLC (“Holdings”). Holdings will utilize the amount of such loan or
distribution to make direct or indirect investments in Charter Communications
Operating, LLC (“CCO”), CC VI Operating Company, LLC (“CC VI”), and CC VIII
Operating, LLC (“CC VIII Operating”). Each of CC VII, CCO, CC VI and CC VIII
Operating (the “Operating Companies”) will be required to use such amounts to
repay revolving loans under their respective credit facilities, in order to
enable the Operating Companies to create or preserve a 5% (or such higher
percentage, not to exceed 10%, as may be reasonably determined by the Operating
Companies) cushion with respect to the leverage ratio required for compliance
under their respective credit facilities through March 31, 2004 (after giving
effect to the actions reasonably available to the Operating Companies to cause
compliance with financial covenants under the Operating Company credit
facilities).


     The Facility will include a letter of credit subfacility of $100 million;
provided that the aggregate amount of the entire Facility shall not exceed the
Commitment Amount. After such time as 100% of the equity interests in the
Borrower, CCV Holdings, LLC, CC VI Holdings, LLC, and, to the extent permitted
by the lenders under its credit facility, 100% of the equity interests of CCO,
have been contributed to CCH II, LLC (“NewCo”), NewCo will become the borrower
of all subsequent advances under the Facility.







 


-2-

     Vulcan is pleased to advise you of its commitment to provide the entire
amount of the Facility, upon the terms and subject to the conditions set forth
or referred to in this commitment letter (the “Commitment Letter”) and in the
Summary of the Terms of the Facility attached hereto as Exhibit A (the “Term
Sheet”). Vulcan may provide the entire amount of the Facility directly or
indirectly through one or more of its affiliates.


     You hereby represent and covenant that (a) all information other than
financial projections (the “Information”) that has been or will be made
available to Vulcan or Vulcan’s affiliates, representatives and advisors by you
or any of your affiliates, representatives or advisors is or will be, when
furnished, complete and correct in all material respects and does not or will
not, when furnished, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances under which such
statements are made and (b) the financial projections that have been or will be
made available to Vulcan or Vulcan’s affiliates, representatives and advisors
by you or any of your affiliates, representatives or advisors have been or will
be prepared in good faith based upon reasonable assumptions, it being
understood that the projections are subject to significant uncertainties and
contingencies, many of which are beyond your control and that no assurance can
be given that such projections will be realized. You understand that we may
use and rely on the Information and financial projections without independent
verification thereof.


     As consideration for Vulcan’s commitment hereunder, you agree to pay to
Vulcan a Facility Fee equal to 1.5% of the Commitment Amount; provided that (a)
a portion of the Facility Fee in an amount equal to 0.5% of the Commitment
Amount shall be earned upon execution of this Commitment Letter and shall be
payable in equal quarterly installments during a three year period commencing
on the date of this Commitment Letter and (b) the remainder of the Facility Fee
in an amount equal to 1% of the Commitment Amount shall be earned upon
execution of the Definitive Documentation (as defined below) and shall be
payable in equal quarterly installments, commencing on the execution of the
Definitive Documentation and ending on the third anniversary of the date of
this Commitment Letter.


     Vulcan’s commitment hereunder is subject to (a) our not becoming aware
after the date hereof of any information or other matter affecting Charter
Communications, Inc., the Borrower, any of their subsidiaries or the
transactions contemplated hereby which is inconsistent in a material and
adverse manner with any such information or other matter disclosed to us prior
to the date hereof, (b) the negotiation, execution and delivery on or before
June 30, 2003 of definitive documentation (the “Definitive Documentation”) with
respect to the Facility reasonably satisfactory to Vulcan and its counsel, (c)
there not being any default or event of default under any of the credit
facilities of the Operating Companies on April 30, 2003 and (d) the other
conditions set forth or referred to in the Term Sheet. The







 


-3-


 terms and conditions of Vulcan’s commitment hereunder and of the Facility
are not limited to those set forth herein and in the Term Sheet; provided that
Vulcan acknowledges and agrees that any additional terms and conditions
required by Vulcan will be consistent with the terms and conditions set forth
in this Commitment Letter and the Term Sheet. Those matters that are not
covered by the provisions hereof and of the Term Sheet are subject to the
approval and agreement of Vulcan and the Borrower.


     You agree (a) to indemnify and hold harmless Vulcan and its affiliates and
their respective officers, directors, employees, representatives, advisors and
agents (each, an “indemnified person”) from and against any and all losses,
claims, damages and liabilities to which any such indemnified person may become
subject arising out of or in connection with this Commitment Letter, the
Facility, the use of the proceeds thereof or any related transaction or any
claim, litigation, investigation or proceeding relating to any of the
foregoing, regardless of whether any indemnified person is a party thereto, and
to reimburse each indemnified person upon demand for any legal or other
expenses incurred in connection with investigating or defending any of the
foregoing, provided that the foregoing indemnity will not, as to any
indemnified person, apply to losses, claims, damages, liabilities or related
expenses to the extent (1) they are found by a final, non-appealable judgment
of a court to arise from the willful misconduct or gross negligence of such
indemnified person, or (2) they relate to the duties owed by an indemnified
person or any of its affiliates as a director or stockholder of Charter
Communications, Inc., including any claims that arise out of claims that the
transactions contemplated by this Commitment Letter and the Term Sheet involve
transactions with an interested director, and (b) to reimburse Vulcan and its
affiliates on demand for all reasonable out-of-pocket expenses (including
reasonable fees, charges and disbursements of counsel) incurred in connection
with the Facility and any related documentation (including this Commitment
Letter, the Term Sheet, and the Definitive Documentation) or the
administration, amendment, modification or waiver thereof; provided that
expenses to be reimbursed pursuant to this clause (b) incurred through the date
of execution of the Definitive Documentation shall not exceed $1,000,000. No
indemnified person shall be liable for any damages arising from the use by
others of Information or other materials obtained through electronic,
telecommunications or other information transmission systems or for any
special, indirect, consequential or punitive damages in connection with the
Facilities.


     This Commitment Letter shall not be assignable by you, other than to
NewCo, without the prior written consent of Vulcan (and any purported
assignment without such consent shall be null and void), is intended to be
solely for the benefit of the parties hereto and is not intended to confer any
benefits upon, or create any rights in favor of, any person other than the
parties hereto. This Commitment Letter may not be amended or waived except by
an instrument in writing signed by you and Vulcan. Any provision of this
Commitment Letter which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without







 


-4-


 invalidating the remaining provisions of this Commitment Letter or
affecting the validity or enforceability of such provision in any other
jurisdiction. This Commitment Letter may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature
page of this Commitment Letter by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof. This Commitment Letter is
the only agreement that has been entered into among us with respect to the
Facility and sets forth the entire understanding of the parties with respect
thereto.


     This Commitment Letter shall be governed by, and construed in accordance
with, the laws of the State of New York. To the fullest extent permitted by
applicable law, each of the parties hereto hereby irrevocably submits to the
nonexclusive jurisdiction of any New York State court or Federal court sitting
in the Borough of Manhattan in New York City in respect of any suit, action or
proceeding arising out of or relating to the provisions of this Commitment
Letter or the making of the commitment and irrevocably agrees that all claims
in respect of any such suit, action or proceeding may be heard and determined
in any such court. Each of the parties hereto waives to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in
any such court, any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum and any right to trial
by jury in any such suit, action or proceeding. Service of any process,
summons, notice or document by registered mail addressed to either party shall
be effective service of process against such party for any suit, action or
proceeding brought in any court.


     The compensation, reimbursement and indemnification provisions contained
herein shall remain in full force and effect regardless of whether Definitive
Documentation shall be executed and notwithstanding the termination of this
Commitment Letter or Vulcan’s commitment hereunder.


     This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter nor the Term Sheet nor any of their terms or
substance shall be disclosed, directly or indirectly, to any other person
except (a) to your officers, agents, auditors and advisors who are directly
involved in the consideration of this matter, (b) to your lenders if required
by them (in which case you agree to consult with us prior to such disclosure),
or (c) as may be compelled in a judicial or administrative proceeding or as
otherwise required by law (in which case you agree to inform us prior to such
disclosure). Notwithstanding the foregoing, the parties (and each employee,
representative, or other agent of the parties) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of
the Facility, provided, however, that no party (and no employee,
representative, or other agent thereof) shall, except as otherwise permitted
herein, disclose any information that is not necessary to understanding the tax
treatment and tax structure of the







 


-5-


 Facility (including any information to the extent that such disclosure
could result in a violation of any federal or state securities law).


[Remainder of page intentionally left blank.]








 


-6-



          If the foregoing correctly sets forth our agreement, please indicate your
acceptance of the terms hereof and of the Term Sheet by returning to us an
executed counterpart hereof not later than 5:00 p.m., New York City time, on
April 18, 2003. Vulcan’s commitment will expire at such time in the event
Vulcan has not received such executed counterparts in accordance with the
immediately preceding sentence, along with payment of the initial installment
of the Facility Fee.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	VULCAN INC.
	 	 	 	 	 
	 	 	
By:	 	/s/ William D. Savoy
	 	 	 	 	

	 	 	 	 	William D. Savoy,
President and CEO,

Portfolio and Asset Management Division of Vulcan Inc.





 

 

 

 

 

[Remainder of page intentionally left blank.]






 


 

Accepted and agreed to as of

the date first written above by:


CHARTER COMMUNICATIONS VII, LLC



	 	 	 	 	 
	By:	 	
/s/ Curtis S. Shaw
	 	 
	 	 	

	 	 
	 	 	
Name: Curtis S. Shaw	 	 
	 	 	
Title: Senior Vice President	 	 




 










 




Exhibit A




Summary of the Terms of the Facility



     Set forth below is a summary of certain of the material terms of the
Facility. Capitalized terms used herein without being defined shall have the
meaning ascribed to such terms in the Commitment Letter (the “Commitment
Letter”) to which this Exhibit A is attached. This summary is intended merely
as an outline, and does not include descriptions of all of the terms,
conditions and other provisions that are to be contained in the Definitive
Documentation relating to the Facility; provided that the Lender acknowledges
and agrees that any additional terms and conditions required by the Lender will
be consistent with the terms and conditions set forth in this Commitment Letter
and the Term Sheet.




	 	 	 
	Initial Borrower:	 	
Charter Communications VII, LLC (“CC VII Holdings”).
	 	 	 
	NewCo:	 	
Charter Communications, Inc. (“CCI”) shall (i) use its commercially reasonable efforts to cause
Charter Communications Holdings, LLC (“Holdings”) to contribute (the “Equity Contribution”) to CCH
II, LLC (“NewCo”) all of the equity of CC VI Holdings, LLC (“CC VI Holdings”), the Borrower, CC V
Holdings, LLC (“CC V”), Charter Communications Ventures, LLC, CC Systems, LLC, CC Fiberlink, LLC and
Charter Communications Operating, LLC (“CCO”), as illustrated by Appendix A, and (ii) use its
commercially reasonable efforts to cause NewCo to hold the real estate located at 12405 Powerscourt
Drive, St. Louis, MO 63131 and corporate aircraft owned by CCI and its subsidiaries (collectively,
the “Real Estate and Aircraft”). Loans will be made only to NewCo after the Equity Contribution.
If it is impracticable for NewCo to hold the Real Estate and Aircraft directly, CCI shall cause the
owner(s) of the Real Estate and Aircraft (the “Real Estate and Aircraft Subsidiaries”) to (x) become
direct, wholly-owned subsidiaries of NewCo, (y) guarantee the Facility on a senior basis and (z)
grant a first priority security interest in the Real Estate and Aircraft to the Lender.
	 	 	 
	Facility; Use of Proceeds:	 	
Senior secured credit facility (the “Facility”) in an amount (not to exceed $300 million) equal to
the amount necessary to enable CCO, CC VI Operating Company, LLC (“CC VI”), Falcon Cable
Communications, LLC (“CC VII”) and CC VIII Operating, LLC (“CC VIII Operating”) (each of the
foregoing, an “Operating Company”) to create or preserve a 5% (or such higher percentage, not to
exceed 10%, as may be reasonably determined by the Operating Companies) cushion with respect to the
leverage ratio required for compliance under their respective credit facilities through March 31,
2004 (after giving effect to the actions reasonably available to the Operating Companies to cause
compliance with financial covenants under the Operating Company credit facilities, as identified on
Appendix D hereto). Prior to the Equity Contribution, loans under the Facility will only be made
available to CC VII Holdings (collectively, the “CC VII Loans”).



1







 



	 	 	 
	 	 	
After the Equity Contribution, loans under the Facility will only be made
available to NewCo (collectively, the “NewCo Loans”, and, together with the CC
VII Loans, the “Loans”). For purposes of this Term Sheet, “Borrower” shall
refer (1) with respect to all CC VII Loans, to CC VII Holdings, and (2) with
respect to all NewCo Loans, to NewCo.
	 	 	 
	 	 	
Upon the Equity Contribution, the Lender, NewCo and
the Borrower shall, in good faith, negotiate to
cause (a) the Loans and all other obligations to be
assumed by NewCo and (b) CC VI Holdings and CC VII
Holdings to be released from their obligations
under the Facility. The assumption of the Loans
and other obligations by NewCo and the release of
CC VI Holdings and CC VII Holdings may be referred
to hereinafter as the “Assumption.”
	 	 	 
	 	 	
It shall be a condition to the Assumption that
NewCo have no obligations to other persons or liens
on its assets except to or in favor of the Lender
and, to the extent all of the CCO equity has been
transferred to NewCo, the lenders under the CCO
credit facility (the “CCO Bank Facility”).
	 	 	 
	 	 	
In connection with the Assumption, the interest
rate shall be reduced to 12% per annum from and
after the date of the Assumption and the maturity
date shall be shortened to March 1, 2007.
	 	 	 
	 	 	
The proceeds of each CC VII Loan will be invested
in CC VII and CC VII will either repay revolving
loans under the CC VII credit facility or,
substantially concurrently with such investment,
loan an amount equal to such Loan directly to
Holdings or distribute an amount equal to such Loan
to CC VII Holdings. If CC VII makes a distribution
to CC VII Holdings, CC VII Holdings will then
distribute such amount to Holdings. Holdings will
utilize the amount of such loan or distribution to
make direct or indirect investments in CCO, CC VI
or CC VIII, LLC (“CC VIII”). The proceeds of each
NewCo Loan will be used to fund direct or indirect
investments in Operating Companies. Each
investment by NewCo to an Operating Company will be
funded through a separate NewCo Loan. Investments
in Operating Companies funded with Loans will be
used to repay revolving loans under the Operating
Company credit facilities.
	 	 	 
	 	 	
The Facility will include up to $100 million of
letters of credit (the “Letters of Credit”), issued
in replacement for letters of credit currently
outstanding under the Operating Company credit
facilities. Up to $85 million of such Letters of
Credit will be directly issued for the account of
CCO (outside of CCO’s credit facility), and
guaranteed by NewCo, the Guarantors and the Lender.
Such Letters of Credit will be issued by a
financial institution to be determined, for the
account of the Borrower, NewCo, CC VI Holdings, CC
VIII and/or CCO (up to $85 million), and the



2







 



	 	 	 
	 	 	
Guarantors and the Lender (and if NewCo becomes the Borrower, NewCo) will
guarantee the obligations of the Borrower, NewCo, CC VI Holdings, CC VIII
and/or CCO to such financial institution. Upon any payment by the Lender with
respect to such guarantee, the amount of such payment shall constitute (i) in
the case of Letters of Credit issued for the account of CCO, a subrogation
claim of the Lender against CCO guaranteed by the Borrower and the Guarantors
and having terms identical to the Loans, (ii) in the case of Letters of Credit
issued for the account of the Borrower, a Loan to the Borrower having the same
terms as the other Loans, (iii) in the case of Letters of Credit issued for the
account of CC VI Holdings and drawn prior to the Assumption, a loan to CC VI
Holdings having the same terms as the other Loans, and (iv) in the case of
Letters of Credit issued for the account of CC VIII and drawn prior to the
Assumption, a Loan to CC VIII having the same terms as the other Loans.
	 	 	 
	 	 	
The initial commitment (the “Commitment”) under the
Facility shall be $300 million. Availability under
the Commitment shall be reduced by the aggregate
amount of (x) all outstanding Loans, (y) all
outstanding Letters of Credit and (z) all drawings
under Letters of Credit that have not been repaid
to the Lender.
	 	 	 
	 	 	
Loans and issuances of Letters of Credit may only
be made during the last five business days of each
fiscal quarter ending during the period of April
30, 2003 to (and including) March 31, 2004.
	 	 	 
	 	 	
Usage of Loans under the Facility will only be
permitted to the extent necessary to maintain such
compliance (including the cushions referred to in
“Facility; Use of Proceeds” above).
	 	 	 
	Lender:	 	
Paul Allen, Vulcan Inc. and/or one of their
affiliates or any combination of the foregoing.
	 	 	 
	Ranking and Security:	 	
The Facility will constitute senior obligations of
the Borrower and the Guarantors; provided that
NewCo’s obligations shall be secured by a perfected
lien on all of NewCo’s assets including, without
limitation, the Real Estate and Aircraft (or, in
the event that the Real Estate and Aircraft are not
transferred to NewCo, the Facility will be
guaranteed by the Real Estate and Aircraft
Subsidiaries and such guarantees will be secured by
a perfected first priority lien on the Real Estate
and Aircraft) and, after consummation of the Equity
Contribution, the equity interests in CCO, CC VI
Holdings, CC VII Holdings and CC V and other
subsidiaries of Holdings transferred to NewCo
(collectively, the “Collateral”); provided, that
the lien on such equity interests shall only be
granted if such lien is not prohibited under the
CCO Bank Facility (and NewCo shall use its
commercially reasonable efforts to obtain a waiver
or amendment of the CCO Bank Facility to the extent
necessary to permit the grant of such lien). The
liens on the Collateral in favor of the Lender
shall be first priority liens, subject to no other
liens or



3







 



	 	 	 
	 	 	
encumbrances, except that the equity interests of CCO and other entities owned
by NewCo may be subject to a first priority lien in favor of the lenders under
the CCO Bank Facility.
	 	 	 
	 	 	
All the above-described liens shall be created on
terms, and pursuant to documentation (prepared by
the Lender’s counsel), reasonably satisfactory to
the Lender and none of the Collateral shall be
subject to any other pledges, security interests or
mortgages (subject to customary exceptions to be
determined, including the exception for the CCO
Bank Facility described above). In connection
therewith, no liens or other encumbrances of any
kind shall be placed on any such Collateral so long
as the Commitment Letter is in effect or the
Facility is available, the Letters of Credit are
outstanding or any Loans or drawings under the
Letters of Credit are outstanding (subject to
customary exceptions to be determined, including
the exception for the CCO Bank Facility described
above).
	 	 	 
	 	 	
The Facility will also be secured on a pari passu
basis by liens or security interests granted on any
assets or properties (other than assets or
properties of NewCo, which shall secure the
Facility on a first priority basis, subject to the
exception for the CCO Bank Facility described
above) to secure any indebtedness of CCI, HoldCo,
Holdings or any of their respective subsidiaries
(other than the Operating Company credit facilities
and other ordinary and customary exceptions to be
determined).
	 	 	 
	Guarantees:	 	
Senior guarantees of all Loans will be provided by
CCI, Charter Communications Holding Company, LLC
(“HoldCo”), Holdings, CC VI Holdings, CC VIII and
the Real Estate and Aircraft Subsidiaries, if
applicable, and senior guarantees of all CC VII
Loans will be provided by NewCo (collectively, the
“Guarantors”); provided that the Guarantee by CC VI
Holdings shall be release by the Assumption. In
addition, if any other subsidiary of CCI, HoldCo or
Holdings guarantees any debt of CCI, HoldCo and
Holdings or any of their respective subsidiaries
(other than debt outstanding under the Operating
Company credit facilities and other ordinary and
customary exceptions to be determined), then such
subsidiary shall guarantee the Facility on a senior
basis. Notwithstanding the foregoing, the
guarantees by CC VIII will be limited to the extent
required by the CC V indenture.
	 	 	 
	Interest Rate:	 	
13% per annum (subject to reduction to 12% per
annum in the event of the Assumption); provided
that to the extent the Operating Companies are not
permitted under the Operating Company credit
facilities to make amounts available to fund such
interest payments in cash, then the portion of such
interest that may not be paid in cash may be paid
in kind at the rate of 15% per annum (subject to
reduction to 14% per annum upon the Assumption).
Any loans constituting interest so paid in kind
shall otherwise be identical to the original loans.



4







 



	 	 	 
	 	 	
Interest will be calculated based on a year of 360
days and actual days elapsed.
	 	 	 
	 	 	
Interest shall be paid quarterly in arrears on
January 31, April 30, July 31 and October 31 of
each year.
	 	 	 
	Default Rate:	 	
Following an event of default, interest on the
Loans and, to the extent permitted by law, overdue
interest, as well as any other overdue amounts,
shall accrue at the rate per annum which is 200
basis points above the rate then borne by the
Loans. Such interest shall be payable on demand.
	 	 	 
	Amortization:	 	
None, prior to maturity of the Loans.
	 	 	 
	Facility Fee:	 	
1.5% of the amount of the Facility; as set forth in
the Commitment Letter.
	 	 	 
	Letter of Credit Fees:	 	
8% per annum, plus customary issuance fees.
	 	 	 
	Commitment Fee:	 	
A per annum fee equal to 0.50% of the unutilized
Commitment, payable quarterly in arrears commencing
upon execution of the Definitive Documentation.
Such fee shall be calculated based on a year of 360
days and actual days elapsed.
	 	 	 
	Maturity:	 	
November 12, 2009; provided that in the event of
the Assumption, the maturity date shall be March 1,
2007.
	 	 	 
	Call Protection;

Optional Prepayment:	 	
The Facility may be canceled by the Borrower at any
time that no Loans or Letters of Credit are
outstanding. The Loans may not be prepaid on or
prior to March 31, 2004. Optional prepayments may
be made in whole or in part at any time after March
31, 2004, on at least ten days prior written notice
for a price equal to the outstanding principal
amount thereof and all accrued interest thereon.
	 	 	 
	Offers to Purchase:	 	
The Borrower shall, subject to exceptions to be
negotiated, be required to offer to purchase the
Loans, at par, plus accrued and unpaid interest,
with (a) 100% of the net cash proceeds of all
non-ordinary-course asset sales or other
dispositions of property (including insurance and
condemnation proceeds) by CCI, HoldCo, Holdings and
any new holding companies that are parents of
NewCo, (b) 100% of the net cash proceeds of all
non-ordinary-course asset sales or other
dispositions of property (including insurance and
condemnation proceeds) by any subsidiary of NewCo,
CCI, HoldCo or Holdings not referred to in clause
(a) unless, within 5 business days of such sale or
disposition, Holdings certifies to the Lender that
it reasonably expects that all of the Operating
Companies will be in compliance with their credit
facilities for the four full fiscal quarters
following the date of such sale or disposition,
except to the extent used to permanently repay



5







 



	 	 	 
	 	 	
indebtedness under the Operating Company credit facilities, and (c) 100% of the
net cash proceeds of issuances of debt obligations of CCI, HoldCo or Holdings
and each of their respective subsidiaries, excluding borrowings under the
Operating Company credit facilities (subject to the ability to use cash
proceeds of debt issued by CCI, HoldCo, Holdings or, subject to compliance with
the “Restrictions on the Creation of Holding Companies” covenant below, new
holding companies that are parents of NewCo (in each case, without duplication)
to repay outstanding indebtedness under the Operating Company credit
facilities).
	 	 	 
	Conditions Precedent to
Borrowing:	 	
The effectiveness of the Facility and
the Commitment is subject to the
satisfaction or waiver by the Lender of
the conditions set forth in Appendix B
on the date of the initial Loan or
issuance of a Letter of Credit (the
“Closing Date”). Each issuance of
Letters of Credit and each Loan under
the Facility (including any Letters of
Credit issued or Loans made on the
Closing Date) is subject to the
satisfaction or waiver by the Lender of
the conditions set forth in Appendix C.
	 	 	 
	Representations and
Warranties:	 	
The Definitive Documentation relating
to the Facility will contain
representations and warranties that are
usual and customary for transactions of
this nature or reasonably required by
the Lender for this transaction in
particular (subject to customary
exceptions, limitations and
qualifications), including but not
limited to (i) Corporate Existence and
Power; (ii) Authorization, Execution
and Enforceability of Material
Agreements; (iii) Governmental
Authorization; (iv) Non-Contravention
of Laws or Material Agreements; (v)
Financial Information; (vi) Litigation;
(vii) Taxes; (viii) Subsidiaries; (ix)
Not an Investment Company; (x) ERISA;
(xi) Environmental; (xii) Permits and
Licenses; (xiii) Leases; (xiv) Full
Disclosure; (xv) Capitalization; (xvi)
Solicitation; Access to Information;
(xvii) Absence of Any Undisclosed
Liabilities; (xviii) Historical
Financial Statements; (xix) No Material
Adverse Change; (xx) Absence of
Defaults; Ability to Satisfy Drawing
Conditions under Operating Company
Credit Facilities during the current
quarter (after giving effect to
waivers/amendments under Operating
Company credit facilities and the use
of proceeds from any Loans or Letters
of Credit made or issued under the
Facility); (xxi) Governmental
Regulations; and (xxii) Limitations on
Activities of the Borrower, NewCo, CC
VI Holdings and CC VIII.
	 	 	 
	 	 	
It is acknowledged and agreed that the
representations and warranties shall be
similar to those contained in the
Operating Company credit facilities
except to the extent relating to the
structure, terms and purpose of the
Facility or covering the Borrower and
Guarantors not subject to the Operating
Company credit facilities.
	 	 	 
	Covenants:	 	
The Definitive Documentation relating
to the Facility will contain covenants
that are usual and customary for
transactions of this



6







 



	 	 	 
	 	 	
nature or reasonably required by the Lender for
this transaction in particular (subject to
customary exceptions, limitations and
qualifications), including but not limited to
covenants with respect to (i) Furnishing of
Information; (ii) Use of Proceeds; (iii)
Compliance with Laws; (iv) Insurance; (v)
Restrictions on Indebtedness of NewCo, CCO, CC VI
Holdings, CC VII Holdings, CC V and their
respective subsidiaries; (vi) Restrictions on
Dividends and Redemptions; (vii) Restrictions on
the Sale of Assets; (viii) Restrictions on
Business Activities; (ix) Restrictions on
Transactions with Affiliates; (x) Restrictions on
Merger or Consolidation by NewCo, CCO, CC V, CC VI
Holdings, CC VII Holdings, CC VIII and their
subsidiaries; (xi) Restrictions on Liens; (xii)
Restrictions on Investments and Acquisitions;
(xiii) Limitations on Activities of NewCo, CCO, CC
V, CC VI Holdings, CC VII Holdings and their
respective subsidiaries; (xiv) Restrictions on
Significant Modifications or Restructurings of
Existing Indebtedness of NewCo, CCO, CC V, CC VI
Holdings, CC VII Holdings and their respective
subsidiaries, (xv) Restrictions on the Creation of
Holding Companies, and (xvi) Right of First Offer
on Issuances of Equity by CCI or its Subsidiaries.
	 	 	 
	 	 	
It is acknowledged and agreed that the covenants
shall be similar to those contained in the
Operating Company credit facilities with respect
to the borrowers under the Operating Company
credit facilities and subsidiaries thereof.
	 	 	 
	 	 	
The Restrictions on Indebtedness covenant will (i)
prohibit additional indebtedness of CC VII
Holdings, NewCo, CCVI Holdings and CC VIII, (ii)
restrict indebtedness of other subsidiaries of
CCI, HoldCo or Holdings that are subject to the
Operating Company credit facilities, except
indebtedness under the Operating Company credit
facilities and other exceptions to be determined
(including indebtedness permitted under the
current Operating Company credit facilities) and,
in each case, subject to protection of the
structural seniority of the Facility, and (iii)
require that any subsidiary of CCI shall guarantee
the Facility on a senior basis as provided above
under “Guarantees.”
	 	 	 
	 	 	
The Restrictions on the Sale of Assets Covenant
will (a) restrict sales of assets outside the
ordinary course of business by the Real Estate and
Aircraft Subsidiaries, CCO, CC VI Holdings, CC VII
Holdings, CC V and their respective subsidiaries,
except for sales of assets by the Operating
Companies to the extent permitted by the current
Operating Company credit facilities and subject to
compliance with the requirements of “Offers to
Purchase” set forth above; provided that sales or
issuances of equity interests in the Operating
Companies or subsidiaries thereof to CCI and its
subsidiaries will not be permitted except to other
Operating Companies and subsidiaries thereof and
(b) prohibit sales of assets by NewCo (provided
that cash distributions will be permitted as
provided below to pay interest on indebtedness of
CCI, Holdings,



7







 



	 	 	 
	 	 	
HoldCo and, subject to compliance with the
“Restrictions on the Creation of Holding
Companies” covenant below, new holding companies
that are parents of NewCo (in each case, without
duplication) and management fees).
	 	 	 
	 	 	
The Restrictions on the Creation of Holding
Companies covenant will protect the structural
seniority of the Facility as to all indebtedness
of CCI, HoldCo, Holdings and their respective
subsidiaries, except for indebtedness under the
credit facilities, the Avalon bonds and other
ordinary and customary exceptions to be
determined. The covenant will prohibit the
creation of new holding companies by NewCo, CCO,
CC V, CC VI Holdings, CC VII Holdings and their
respective subsidiaries. The covenant will permit
the creation of additional holding companies as
direct or indirect subsidiaries of Holdings so
long as 100% of the equity interests in CCO, CC V,
CC VI Holdings and CC VII Holdings have been
contributed to NewCo prior to the formation of any
such holding companies. The covenant will not
restrict the creation of holding companies that
are subsidiaries of CCI and parent companies of
Holdings (or NewCo, after the Equity
Contribution), so long as before any equity
interests are offered to any person other than a
wholly-owned subsidiary of HoldCo, they are first
offered to Vulcan as set forth in “The Right of
Offer on Issuances of Equity by CCI to is
Subsidiaries Covenant.” All new holding company
subsidiaries of CCI will guarantee the Facility on
a senior basis. No transfer by Holdings of its
equity interests in CCO, CC V, CC VI Holdings and
CC VII Holdings will be permitted except to NewCo.
After the Equity Contribution, CCO, CC V, CC VI
Holdings and CC VII Holdings will be direct
wholly-owned subsidiaries of NewCo, and NewCo will
not be permitted to transfer such equity
interests.
	 	 	 
	 	 	
The Right of First Offer on Issuances of Equity by
CCI or its Subsidiaries covenant will prohibit the
issuance of any equity interests of CCI or any of
its subsidiaries to any person (other than NewCo)
unless the Lender is first offered the opportunity
to acquire such equity interests on the same (or,
in the case of issuances for other than cash,
economically equivalent) terms to be provided to
any other person or entity, and the Lender
declines to acquire such interests for 30 days
after such offer is made. This will be subject to
customary exceptions, including for issuance of
options to employees.
	 	 	 
	 	 	
The Restrictions on Liens Covenant will (a)
require the granting of liens on the assets of
NewCo and the Real Estate and Aircraft
Subsidiaries, as provided under “Ranking and
Security” and otherwise prohibit the creation of
any other liens on the assets of NewCo or the Real
Estate and Aircraft Subsidiaries; provided that
the equity interests of CCO and other entities
owned by NewCo may be subject to a first priority
lien in favor of the lenders under the CCO Bank
Facility, (b) to the extent not prohibited by the



8







 



	 	 	 
	 	 	
Operating Company credit facilities, restrict the
creation of liens by CCV, CC VI Holdings, CC VII
Holdings, and their respective subsidiaries, and
(c) require that CCI and its subsidiaries (other
than NewCo, CCO, CC V, CC VI Holdings, CC VII
Holdings and their respective subsidiaries) secure
the Facility as set forth above under “Ranking and
Security.”
	 	 	 
	 	 	
The Restrictions on Investments and Acquisitions
Covenant will restrict investments and
acquisitions by NewCo, CCO, CC V, CC VI Holdings,
CC VII Holdings and their respective subsidiaries
but will permit investments by Operating Companies
in other Operating Companies and other
investments, in each case, to the extent permitted
by the Operating Company credit facilities;
provided that, notwithstanding the foregoing,
investments in CCI and its subsidiaries (other
than NewCo and its subsidiaries) will be
prohibited except for guarantees of the Facility
and investments by CC VII in Holdings from the
proceeds of any CC VII Loans.
	 	 	 
	 	 	
The Restrictions on Significant Modifications or
Restructurings of Existing Indebtedness covenant
will permit amendments and refinancings of the
Operating Company credit facilities and the Avalon
bonds, so long as such amendments or modifications
do not (a) modify the dividend covenants, (b) the
Change of Control defaults or covenants in any
manner that increases the threshold for control,
(c) the financial covenants (subject to the right
of the Operating Companies to modify existing
financial covenant ratios or to give effect to the
impact of accounting adjustments on such financial
covenants), or (d) the transaction with affiliates
covenants (to the extent relating to the Facility,
the Equity Contribution or the other transactions
contemplated hereby), in each case, (1) in a
manner that is materially adverse to the Lender
and (2) restricts, limits or impairs (x) the
ability of the Operating Companies to distribute
funds to NewCo, CC VI Holdings, CC VII Holdings or
CC VIII, or (y) the operation or effectiveness of
covenants and structural protections contained in
the Facility.
	 	 	 
	 	 	
The Restrictions on Dividends and Redemptions
covenant will prohibit dividends, distributions
and redemptions by (a) NewCo, CCO, CC VI Holdings,
CC VII Holdings, CC V and their respective
subsidiaries prior to the Assumption, (b) NewCo
and its subsidiaries after the Assumption, if 100%
of the equity interests of CCO are contributed to
NewCo prior to the Assumption, and (c) NewCo, CCO
and their respective subsidiaries after the
Assumption, if 100% of the equity interests of CCO
are not contributed to NewCo prior to the
Assumption; provided that distributions to pay
interest on indebtedness of CCI, Holdings, HoldCo
and, subject to compliance with the “Restrictions
on the Creation of Holding Companies” covenant
above, new holding companies that are parents of
NewCo (in each case, without duplication) and
management fees will be permitted to the extent
permitted under the Operating Company credit
facilities so long as



9







 



	 	 	 
	 	 	
(a) no Default or Event of Default shall have
occurred and be continuing and (b) the Total
Leverage Ratio and Interest Coverage Ratio (in
each case modeled after the comparable ratios
under the credit facilities, with appropriate
adjustments) at the time of such distribution is
less than (in the case of the Total Leverage
Ratio) or greater than (in the case of the
Interest Coverage Ratio) an amount to be
determined.
	 	 	 
	Financial Covenants:	 	
The Definitive Documentation relating to the
Facility will contain a Total Leverage
Covenant and Interest Coverage Covenant, in
each case modeled after the comparable
covenants in the Operating Company credit
facilities, with appropriate adjustments to
be determined. The Total Leverage Ratio and
Interest Coverage Ratio will be calculated
for (x) the Borrower, CC VI Holdings and CC
V prior to the Equity Contribution and (y)
NewCo subsequent to the Equity Contribution.
When CCO is contributed to NewCo,
appropriate adjustments will be made to the
Total Leverage Ratio and Interest Coverage
Ratio.
	 	 	 
	Events of Default:	 	
The Definitive Documentation relating to the
Facility will contain Events of Default that
are usual and customary for transactions of
this nature or reasonably required by the
Lender for this transaction in particular,
including, but not limited to, the following
(but subject to customary exceptions,
qualifications and grace periods): (i) the
failure of the Borrower to pay principal,
interest or fees on the Loans or other
amounts under the Facility when due; (ii) a
default in (x) the payment of principal when
due, (y) the payment of interest when due
after giving effect to any applicable grace
period or (z) a non-payment default which
causes, or permits the holders of
indebtedness to cause, after giving any
required notice, such indebtedness to become
due prior to its stated maturity, in each
case, under any instrument or instruments
governing indebtedness of CCI, HoldCo,
Holdings, NewCo, CC VII Holdings, CC VI
Holdings, or CC VIII or any of their
subsidiaries; (iii) final judgments
aggregating in excess of a threshold amount
to be agreed rendered against CCI, HoldCo,
Holdings, NewCo, CC VII Holdings, CC VI
Holdings or CC VIII or any of their
subsidiaries; (iv) certain events of
bankruptcy, insolvency or reorganization
with respect to CCI, HoldCo, Holdings,
NewCo, CC VII Holdings, CC VI Holdings or CC
VIII or any of their subsidiaries; (v)
misrepresentations in the Definitive
Documentation relating to the Facility; (vi)
Change of Control (to be defined but, in any
event, to exclude any Change of Control
caused by Lender (or any of its affiliates
other than CCI and its subsidiaries); (vii)
defaults under material agreements or
material loss of licenses; or (viii)
non-compliance with any covenant in the
Definitive Documentation relating to the
Facility.
	 	 	 
	Expenses and Indemnification:	 	
All reasonable out-of-pocket costs of the
Lender associated with the Facility are to
be paid by the Borrower whether or not any
funds are drawn thereunder; provided that
expenses to be reimbursed through



10







 



	 	 	 
	 	 	
the date of execution of the Definitive Documentation shall not exceed $1,000,000.
	 	 	 
	 	 	
The Borrower and the Guarantors will indemnify the Lender and its officers,
directors, employees, affiliates and agents collectively (“indemnified persons”) and
hold them harmless from and against all reasonable costs, expenses (including
reasonable fees, disbursements and other charges of counsel) and liabilities of any
such indemnified person arising out of or relating to those matters set forth in the
Definitive Documentation relating to the Facility, including, without limitation, any
claim or any litigation or other proceedings (regardless of whether any such
indemnified person is a party thereto) that relate to the Facility, the formation of
NewCo or any transactions connected therewith (including, without limitation, the
Equity Contribution), provided that no indemnified person will be indemnified for
such costs, expenses and liabilities (a) arising from its gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final and
nonappealable decision, or (b) to the extent they relate to the duties owed by an
indemnified person or any of its affiliates as a director or stockholder of CCI,
including any claims that arise out of any claim that the transactions contemplated
hereby involve interested director transactions.
	 	 	 
	Transfers:	 	
The Notes and the commitments shall not be transferable, other than to any affiliate
of the Lender, without the prior written consent of the Borrower, which may not be
unreasonably withheld.



11







 



APPENDIX A








A-1







 





APPENDIX B




Conditions to Effectiveness of Facility on Closing Date



     The effectiveness of the Facility on the Closing Date is subject to the
execution of definitive documentation (the “Definitive Documentation”) and to
satisfaction, on or prior to the Closing Date, of the conditions precedent
reasonably deemed appropriate by the Lender for leveraged financings generally
and for the Facility in particular including, without limitation, the
following:





	 	(a)	 	The Definitive Documentation shall be prepared by counsel to
the Lender and shall be in form and substance reasonably satisfactory
to the Lender in all respects. The Definitive Documentation shall be
in full force and effect;
	 
	 	(b)	 	CCI, Holdings and the Operating Companies shall have
consummated the actions reasonably available to the Operating
Companies to cause compliance with financial covenants under the
Operating Company credit facilities, as summarized in Appendix D
hereto, with respect to the quarter ending March 31, 2003, and each
subsequent quarter prior to the Closing Date;
	 
	 	(c)	 	All limited liability company, corporate and other proceedings
relating to the formation of NewCo and the financings and the other
transactions contemplated hereby shall be reasonably satisfactory to
the Lender and its counsel in all respects;
	 
	 	(d)	 	Receipt of all material governmental and third party consents
and approvals necessary or desirable in connection with the formation
of NewCo, the financings and the other transactions contemplated
hereby;
	 
	 	(e)	 	There shall be no material adverse change in the facts and
information previously provided to the Lender;
	 
	 	(f)	 	All representations and warranties contained in the Definitive
Documentation shall be true and correct. Such representations and
warranties will include, without limitation, representations and
warranties as to:





	 	(i)	 	Absence of any material adverse effect on or change
in, or any event, development or circumstance that could
reasonably be expected to have a material adverse effect on or
change in, the business, property, operations, income or
condition (financial or otherwise) of any of (1) CC VII
Holdings, CC VI Holdings, CC VIII and NewCo, (2) Holdings, (3)
CCI, (4) HoldCo, (5) CCO and its subsidiaries, taken as a
whole, (6) CC VI and its subsidiaries, taken as a whole, (7) CC
VII and its subsidiaries on a consolidated basis, or (8) CC
VIII and its subsidiaries, taken as a whole since (x) December
31, 2002, in the case of the CC VII Holdings, CC VI Holdings,
CC VIII, NewCo, Holdings, CCI and HoldCo, (y) December 31,
2000, in the case of CCO, CC VII and CC VIII Operating and (z)
June 30, 1999, in the case of CC VI;



B-1







 







	 	(ii)	 	Absence of any material adverse effect on, or any
event, development or circumstance that could reasonably be
expected to have a material adverse effect on, (x) the validity
or enforceability of any material provision of the Definitive
Documentation or the material rights and remedies of the Lender
thereunder or (y) the ability of the Borrower and the
Guarantors to perform their obligations under the Definitive
Documentation;
	 
	 	(iii)	 	Absence of any action, suit, investigation,
litigation or proceeding pending or threatened in any court or
before any arbitrator or governmental instrumentality that has
had or could reasonably be expected to have a material adverse
effect on (a) the business, property, operations, income or
condition (financial or otherwise) of any of (1) the Borrower,
(2) Holdings, (3) CCI, (4) HoldCo, (5) CCO and its
subsidiaries, taken as a whole, (6) CC VI and its subsidiaries,
taken as a whole, (7) CC VII its subsidiaries on a consolidated
basis, and (8) CC VIII and its subsidiaries, taken as a whole
or (b) the validity or enforceability of any material provision
of the Definitive Documentation or the material rights and
remedies of the Lender thereunder or the ability of the
Borrower and the Guarantors to perform their obligations under
the Definitive Documentation; and
	 
	 	(iv)	 	Accuracy of the matters set forth in clause (j)
below.





	 	 	 	The Lender acknowledges that the conditions set forth above in
clauses (i) through (iii) of this clause (f) shall not fail to be
satisfied solely as a result of information actually known to the
Lender as of April 14, 2003 or disclosed in public filings made by
CCI or any of its subsidiaries with the Securities and Exchange
Commission on or prior to April 14, 2003; provided that events,
developments or circumstances arising after April 14, 2003 or
resulting in changes to information actually known or contained in
such filings as of April 14, 2003 may result in such conditions not
being satisfied.
	 
	 	 	 	The Lender, CCI and the Borrower acknowledge that the conditions set
forth in clauses (i), (ii) and (iii) above shall be satisfied, to
the extent relating to the Operating Companies, so long as each of
the Operating Companies satisfies the analogous
conditions/representations in the Operating Company credit
facilities. Such conditions/representations shall also be satisfied
with respect to the Borrower and the Guarantors so long as (i) each
of the Operating Companies satisfies the analogous
conditions/representations in the Operating Company credit
facilities and (ii) there are no other events, developments or
circumstances relating to the Borrower and the Guarantors which
result in the conditions/representations above failing to be
satisfied with respect to the Borrower and the Guarantors.
	 
	 	(g)	 	The Lender shall have received satisfactory opinions of counsel
to the Borrower, the Guarantors and their respective subsidiaries as
to the transactions contemplated hereby, and such resolutions,
certificates and other documents as the Lender shall reasonably
request;



B-2







 







	 	(h)	 	Absence of any Event of Default under the Definitive
Documentation or event that, with notice and/or the passage of time,
would become an Event of Default;
	 
	 	(i)	 	Holdings shall have received a fairness opinion in connection
with the Facility, the Loans and the transactions contemplated
hereby, as required under the high yield bonds of Holdings (the
“Holdings Bonds”); and
	 
	 	(j)	 	The Lender shall be reasonably satisfied that no default or
event of default shall exist under the Holdings Bonds, the
convertible notes of CCI (the “CCI Convertible Notes”), the Avalon
bonds, the Renaissance Media Bonds or the Operating Company credit
facilities on the Closing Date.



B-3







 






APPENDIX C




Conditions to Each Drawdown and Letter of Credit Issuance



     Each drawdown of Loans and Letter of Credit issuance is subject to the
satisfaction, on the date of such borrowing or issuance, as applicable, of the
conditions precedent deemed appropriate by the Lender for leveraged financings
generally and for the Facility in particular including, without limitation, the
following:





	 	(a)	 	Each drawdown of Loans and Letter of Credit issuance shall be
made during the last five business days of a fiscal quarter ending
during the period of June 30, 2003 to (and including) March 31, 2004
and shall be used to repay revolving loans under the Operating
Company credit facilities prior to the end of the fiscal quarter in
which such Loan is made and, in the case of Letters of Credit, to
replace letters of credit issued under the Operating Company credit
facilities prior to the end of the fiscal quarter in which such
Letter of Credit is issued;
	 
	 	(b)	 	CCI, Holdings and the Operating Companies shall have
consummated the actions reasonably available to the Operating
Companies to cause compliance with financial covenants under the
Operating Company credit facilities, as summarized in Appendix D
hereto, with respect to the quarter in which such drawdown or
issuance is requested;
	 
	 	(c)	 	The Borrower shall have provided, at least five business days
prior to each drawdown of Loans and Letter of Credit issuance, a
request for borrowing or issuance containing a certification as to
the satisfaction of the conditions precedent set forth herein as well
as calculations showing that, after giving effect to such drawdown of
Loans or Letter of Credit issuance, the Borrower reasonably expects
each Operating Company to be in compliance with all financial
covenants contained in the Operating Company credit facilities, in
each case with respect to the quarter in which such drawdown or
issuance is requested. Such certification and calculations shall be
reasonably satisfactory to the Lender;
	 
	 	(d)	 	All representations and warranties contained in the Definitive
Documentation shall be true and correct in all material respects.
Such representations and warranties will include, without limitation,
representations and warranties as to:





	 	(i)	 	Absence of any material adverse effect on or change
in, or any event, development or circumstance that could
reasonably be expected to have a material adverse effect on or
change in, the business, property, operations, income or
condition (financial or otherwise) of any of (1) NewCo, CC VII
Holdings, CC VI Holdings, or CC VIII, (2) Holdings, (3) CCI,
(4) HoldCo, (5)CCO and its subsidiaries, taken as a whole, (6)
CC VI and its subsidiaries, taken as a whole, (7) CC VII and
its subsidiaries on a consolidated basis, or (8) CC VIII
Operating and its subsidiaries, taken as a whole since (x)
December 31, 2002, in the case of the CC VII Holdings, NewCo,
CC VI Holdings, CC VIII, Holdings, CCI and HoldCo, (y) December
31, 2000, in



C-1







 





	 	 	 	the case of CCO, CC VII and CC VIII Operating and (z) June 30,
1999, in the case of CC VI;
	 
	 	(ii)	 	Absence of any material adverse effect on, or any
event, development or circumstance that has had or could
reasonably be expected to have a material adverse effect on,
(x) the validity or enforceability of any material provision of
the Definitive Documentation or the material rights and
remedies of the Lender thereunder or (y) the ability of the
Borrower and the Guarantors to perform their obligations under
the Definitive Documentation;
	 
	 	(iii)	 	Absence of any action, suit, investigation,
litigation or proceeding pending or threatened in any court or
before any arbitrator or governmental instrumentality that has
had or could reasonably be expected to have a material adverse
effect on (a) the business, property, operations, income or
condition (financial or otherwise) of any of (1) CC VII
Holdings, NewCo, CC VI Holdings or CC VIII, (2) Holdings, (3)
CCI, (4) HoldCo, (5) CCO and its subsidiaries, taken as a
whole, (6) CC VI and its subsidiaries, taken as a whole, (7) CC
VII its subsidiaries on a consolidated basis, and (8) CC VIII
and its subsidiaries, taken as a whole or (b) the validity or
enforceability of any material provision of the Definitive
Documentation or the material rights and remedies of the Lender
thereunder or the ability of the Borrower and the Guarantors to
perform their obligations under the Definitive Documentation;
and
	 
	 	(iv)	 	Accuracy of the matters set forth in clause (g)
below.





		
	 	     The Lender acknowledges that the conditions set forth above in
clauses (i) through (iii) of this clause (d) shall not fail to be
satisfied solely as a result of information actually known to the Lender
as of April 14, 2003 or disclosed in public filings made by CCI or any of
its subsidiaries with the Securities and Exchange Commission on or prior
to April 14, 2003; provided that events, developments or circumstances
arising after April 14, 2003 or resulting in changes to information
actually known as of April 14, 2003 may result in such conditions not
being satisfied.





		
	 	     The Lender, CCI and the Borrower acknowledge that the conditions set
forth in clauses (i), (ii) and (iii) above shall be satisfied, to the
extent relating to the Operating Companies, so long as each of the
Operating Companies satisfies the analogous conditions/representations in
the Operating Company credit facilities. Such conditions/representations
shall also be satisfied with respect to the Borrower and the Guarantors so
long as (i) each of the Operating Companies satisfies the analogous
conditions/representations in the Operating Company credit facilities and
(ii) there are no other events, developments or circumstances relating to
the Borrower and the Guarantors which result in the
conditions/representations above failing to be satisfied with respect to
the Borrower and the Guarantors.





	 	(e)	 	Absence of any Event of Default under the Definitive
Documentation or event that, with notice and/or the passage of time,
would become an Event of Default;



C-2







 







	 	(f)	 	With respect to any drawings in the quarter ending March 31,
2004, the Lender shall have received the consolidated financial
statements of CCI and Holdings and the consolidated financial
statements of each of the Operating Companies for the fiscal year
ended December 31, 2003, including balance sheets as of the end of
such fiscal year and income and cash flow statements for such fiscal
year, audited by KPMG and prepared in conformity with GAAP, together
with the reports thereon, which financial statements shall not
include any “going concern” qualification or similar qualification or
exception as to CCI, Holdings, any Operating Company or any
subsidiary thereof; and
	 
	 	(g)	 	The Lender shall be reasonably satisfied that no default or
event of default shall exist under the Holdings Bonds, the CCI
Convertible Notes, the Avalon bonds, the Renaissance Media Bonds or
the Operating Company credit facilities on the date of drawdown or
issuance or is reasonably expected to occur in the fiscal quarter in
which such drawdown or issuance is to occur.



C-3







 






APPENDIX D




Covenant Compliance Transactions





	•	 	Utilization of available cash to pay down debt under the Operating
Company credit facilities, subject to maintaining appropriate cash
balances as reasonably determined by the Operating Companies
	 
	•	 	Repayment of intercompany debt, subject to reserves to pay interest on
the CCI Convertible Notes
	 
	•	 	Investments or distributions from CC VII to the extent it has a 5% (or
such higher percentage, not to exceed 10%, as may be reasonably
determined by CC VII) cushion under the leverage ratio of its credit
facility to Holdings to be utilized to make investments in Operating
Companies that do not have such cushion, subject to availability under
its credit facility and available cash or cash equivalents.





D-1