exhibit10_3.htm


    
      Exhibit
10.3

       

      THIS
TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR 

      SOLICITATION
OF ACCEPTANCES OF A CHAPTER 11 PLAN.

       

      SUCH
OFFER OR SOLICITATION ONLY WILL BE MADE IN COMPLIANCE WITH ALL 

      APPLICABLE
SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.

       

      CHARTER
COMMUNICATIONS, INC.


       

      TERM SHEET FOR PROPOSED
JOINT CHAPTER 11 PLAN OF REORGANIZATION

       

      This term sheet (this “Term Sheet”)
describes the principal terms of a proposed restructuring of Charter
Communications, Inc. (“CCI”), together with
all of its direct and indirect subsidiaries and Charter Investment, Inc. (“CII,” and together
with CCI and its direct and indirect subsidiaries, the “Debtors”) under
chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101
et seq. (the “Bankruptcy
Code”).  Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in Annex A.

       

      
        
          
            
              	
                      PLAN
      PROPONENTS:

                    	
                      The
      Debtors.

                       

                    
	
                      PLAN
      OF REORGANIZATION:

                    	
                      The
      Debtors shall file a joint plan of reorganization (the “Plan”) and
      related disclosure statement (the “Disclosure
      Statement”) that are consistent with this Term Sheet and shall use
      commercially reasonable best efforts to consummate the Plan.1

                       

                      The
      Plan and the Disclosure Statement shall be consistent with the terms of
      this Term Sheet and reasonably acceptable to the Debtors, Paul Allen and
      any entities controlled by Mr. Allen or any trust of which Mr. Allen is
      the grantor (together, including Mr. Allen, the “Allen
      Entities”) and members of the unofficial committee of unaffiliated
      holders of CCH I Notes and CCH II Notes (the “Committee”)
      holding a majority in principal amount of the CCH I Notes held by all
      members of the Committee (the “Requisite
      Holders”).

                       

                      All
      debt under the Plan that shall be surrendered, redeemed, exchanged or
      cancelled shall be deemed for all purposes, including income tax purposes,
      to be outstanding until the Effective Date, and such debt shall not be
      deemed surrendered, redeemed, exchanged or cancelled on any date earlier
      than the Effective Date.

                       

                    
	
                      PLAN
      FUNDING AND CAPITAL COMMITMENTS:

                    	
                      The
      Plan will be funded with cash from operations, an exchange for new debt of
      CCH II, LLC, the issuance and sale of additional debt of CCH II, LLC,
      if any, and the proceeds of a rights offering by CCI, as
      follows:

                       

                    
	
                      Exchange
      for CCH II Notes

                    	
                      CCH
      II, LLC shall effectuate an offer in conjunction with and pursuant to the
      Plan (the “Exchange”) to
      existing holders of CCH II Notes to exchange CCH II Notes for
      new 13.5% Senior Notes of CCH II, LLC


                    


            

          

        

        
 

         

          
            

          

        

        1The
Debtors’ cases shall not be substantively consolidated.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

       

      
        
          
            
              	
                       

                    	
                      and
      CCH II Capital Corp. to be issued pursuant to a new indenture
      containing the terms set forth on Annex
      B (the “New CCH II
      Notes”).  CCH II Notes that are exchanged in the Exchange
      shall be converted into New CCH II Notes with a principal amount equal to
      the amount of outstanding principal plus accrued but unpaid interest to
      the Petition Date plus Post-Petition Interest, but excluding any call
      premiums or any prepayment penalties.  Holders of CCH II
      Notes that are not exchanged in the Exchange shall have the right to
      receive cash in the amount of outstanding principal plus accrued but
      unpaid interest to the Petition Date plus Post-Petition Interest and Fees,
      but excluding any call premiums or any prepayment penalties (the aggregate
      amount to be paid on the Effective Date in cash, the “Cash
      Amount”).

                       

                      The
      principal amount at maturity of New CCH II Notes to be issued pursuant to
      the Plan shall be (x) $1.477 billion plus accrued but unpaid interest to
      the Petition Date plus Post-Petition Interest on exchanged CCH II Notes,
      but excluding any call premiums or any prepayment penalties (the “Target Amount”)
      and (y) an additional $85 million.

                       

                    
	
                      Rollover
      Commitment by Members of the Committee

                    	
                      Members
      of the Committee listed on Annex C
      (collectively, the “Rollover Commitment
      Parties”) will, severally and not jointly (in the respective
      amounts set forth on Annex C),
      commit to exchange on the Effective Date an aggregate of $1.2098 billion
      in principal amount of CCH II Notes (plus accrued but unpaid interest to
      the Petition Date plus Post-Petition Interest, but excluding any call
      premiums or any prepayment penalties) for New CCH II Notes pursuant to the
      Exchange, subject to the cutback described below (the “Rollover
      Commitment”).

                       

                    


            

          

        

      

      
        
          
            
              	
                      Cutback
      in Exchange

                    	
                      If
      the aggregate principal amount of New CCH II Notes to be issued to holders
      (including the Rollover Commitment Parties) electing to participate in the
      Exchange would exceed the Target Amount, then each participating holder
      (including the Rollover Commitment Parties) shall receive its pro rata portion of such
      Target Amount of New CCH II Notes in the same proportion that the
      principal amount of CCH II Notes sought to be exchanged by such
      holder bears to the total principal amount of CCH II Notes sought to
      be exchanged, and the remainder of CCH II Notes shall be converted
      into the right to receive the Cash Amount.

                       

                    
	
                      New
      Debt Commitment by Members of the Committee

                    	
                      Members
      of the Committee listed on Annex D
      (collectively, the “New Debt Commitment
      Parties”) will, severally and not jointly (in the respective
      amounts set forth on Annex D),
      commit to purchase additional New CCH II Notes (the “New Debt
      Commitment”) in an aggregate principal amount of $267
      million.  If the aggregate principal amount of New CCH II Notes
      to be issued to holders (including the Rollover Commitment Parties)
      electing to participate in the Exchange is less than the Target Amount,
      then the New Debt Commitment shall be funded up to the extent of such
      shortfall.

                       

                    


            

          

        

      

       

       

       

      
        
          
          

        

        
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                    Rights
      Offering

                  	
                    CCI
      shall effectuate an offering in conjunction with and pursuant to the Plan
      (the “Rights
      Offering”) to existing holders of CCH I Notes, each of which shall
      be accredited investors or qualified institutional buyers, as such terms
      are defined in Rule 144A promulgated under the Securities Act of 1933, as
      amended (the “Securities
      Act”), of rights to purchase shares of new Class A common stock of
      the Reorganized Company (the “New Class A
      Stock”).  The Rights Offering to existing holders of CCH
      I Notes shall generate gross proceeds in an amount equal to (a) $1.623
      billion minus (b) the excess, if any, of $450 million over the amount of
      the CCO Swap Agreement Claims.

                     

                    Each
      holder of CCH I Notes shall be offered the right (the “Right”) to
      purchase shares of New Class A Stock pro rata in proportion to the principal amount
      of CCH I Notes held by such holder on the Record Date (the aggregate
      amount offered to such holder, its “Pro Rata Participation
      Amount”), in exchange for a cash payment per share reflecting a
      discount of 25% to the Plan Value (the “Per Share Purchase
      Price”).

                     

                    The
      Rights received by the holders of CCH I Notes shall be independently
      transferable, but only to accredited investors or qualified institutional
      buyers, as such terms are defined in Rule 144A promulgated under the
      Securities Act, up through the Record Date, subject to a right of first
      refusal of members of the Committee, listed on Annex E, who
      agree to provide both the Equity Backstop (as defined below) (the “Equity Backstop
      Parties”) and an Excess
      Backstop (as defined
      below).  The Rights shall not be listed or quoted on any public
      or over-the-counter exchange or quotation system. A Rights agent
      reasonably acceptable to the Requisite Holders and the Debtors shall be
      appointed by CCI to facilitate the Rights Offering.  Fractional
      shares shall not be issued and no compensation shall be paid in cash in
      respect of fractional shares.  Unexercised Rights will expire
      without compensation at 5:00 p.m. on the expiration date chosen by CCI,
      which date shall be reasonably satisfactory to the Requisite Holders and
      the Debtors.  Shares of New Class A Stock issued in connection
      with the Rights Offering shall be issued on the Effective Date and the
      Plan shall expressly require that the Rights Offering close on or prior to
      the Effective Date.

                     

                    Existing
      holders of CCH I Notes which are not accredited investors or qualified
      institutional buyers, as such terms are defined in Rule 144A promulgated
      under the Securities Act, shall not participate in the Rights Offering,
      but instead shall receive shares of New Class A Stock with a value equal
      to the value of the Rights such holders would have been offered if they
      were accredited investors or qualified institutional buyers, based on the
      Plan Value.

                     

                  


          

        

      

      
        
          
            	
                    Backstop
      by Members of the Committee

                  	
                    The
      Equity Backstop Parties will, severally and not jointly (in the respective
      amounts set forth on Annex E), fully
      backstop the Rights Offering (the “Equity
      Backstop”).  If any holder of CCH I Notes (or its
      transferee of Rights) elects not to participate in the Rights Offering,
      each 

                  


          

        

      

       

       

      
        
          
          

        

        
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                    Equity
      Backstop Party who committed to an Equity Backstop in excess of its Pro
      Rata Participation Amount as set forth on Annex E (the
      “Excess
      Backstop”) will assume its pro
      rata portion of such refraining
      party’s right to participate in the Rights Offering in the same proportion
      that the amount of its Excess Backstop bears to the total amount of all
      Excess Backstops.  Notwithstanding the foregoing, no Equity
      Backstop Party shall assume any refraining party’s right to participate in
      the Rights Offering if and to the extent that such Equity Backstop Party
      (or its affiliates) would then be entitled to purchase shares of New Class
      A Stock that, together with any other shares of New Class A Stock or
      rights to acquire shares of New Class A Stock to be received by such
      Equity Backstop Party (or its affiliates) pursuant to the Plan, would
      result in such Equity Backstop Party (or its affiliates) violating the
      Equity Threshold.

                     

                  


          

        

      

      
        
          
            	
                    Overallotment
      Option

                     

                  	
                    The Equity Backstop Parties who committed to an
      Excess Backstop shall be offered the option (the “Overallotment
      Option”) to purchase additional
      shares of New Class A Stock at the Per Share Purchase Price in an
      aggregate amount equal to the excess, if any, of $400 million over the
      dollar amount of the aggregate shares purchased pursuant to the Excess
      Backstops.  Each participating Equity Backstop Party shall
      receive its pro rata portion of the Overallotment Option in the same
      proportion that the amount of its Excess Backstop bears to the Excess
      Backstops of other participating Equity Backstop
      Parties.

                     

                    Notwithstanding
      the foregoing, no Equity Backstop Party shall be entitled to exercise the
      Overallotment Option if and to the extent that such Equity Backstop Party
      (or its affiliates) would then be entitled to purchase shares of New Class
      A Stock that, together with any other shares of New Class A Stock or
      rights to acquire shares of New Class A Stock to be received by such
      Equity Backstop Party (or its affiliates) pursuant to the Plan, would
      result in such Equity Backstop Party (or its affiliates) violating the
      Equity Threshold.

                     

                  
	
                    Use
      of Proceeds

                  	
                    CCI
      shall utilize the proceeds of the issuance of New CCH II Notes pursuant to
      the New Debt Commitment (if any), the Rights Offering and the
      Overallotment Option (if exercised), among other things, as
      follows:  (a) to pay the expenses of the Rights Offering
      and the other expenses payable hereunder, (b) the net proceeds shall
      be contributed by CCI to CCH II in an amount sufficient to fund the
      Cash Amount, (c) the net proceeds shall be contributed to CCO to pay
      the CCO Swap Agreement Claims, (d) the net proceeds shall be
      contributed, as necessary, by CCI to Holdco, CCHC, CCH, CIH and CCH I to
      retain in consideration for new value Interests held in such entity’s
      immediate subsidiary pursuant to the Plan, (e)  to pay administrative
      expenses and make other payments as are required to confirm the Plan and
      cause the Effective Date to occur, and (f) the remaining net
      proceeds, if any, will be contributed by CCI to CCO to fund CCO’s working
      capital requirements at the Effective Date.

                     

                  


          

        

      

       

       

      
        
          
          

        

        
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                    Commitment
      Fees

                  	
                    As
      consideration for participating in the Exchange, each participating holder
      (including the Rollover Commitment Parties) shall receive from the Debtors
      (other than CII) an aggregate commitment fee for the use of capital,
      payable in cash, in an amount equal to 1.5% of the principal amount plus
      interest on CCH II Notes exchanged by such holder pursuant to the Exchange
      (the “Rollover
      Fee”).

                     

                    As
      consideration for the New Debt Commitment, each New Debt Commitment Party
      shall receive from the Debtors (other than CII) an aggregate commitment
      fee for the use of capital, payable in cash, in an amount equal to the
      greater of (i) 3.0% of its respective portion of the New Debt Commitment
      and (ii) 0.83% of its respective portion of the New Debt Commitment for
      each month beginning April 1, 2009 during which its New Debt Commitment
      remains outstanding; provided, that
      if the amount described in clause (ii) exceeds the amount described in
      clause (i), then a member of the Committee previously identified shall
      exercise its Overallotment Option in an amount no less than such excess;
      provided,
      further,
      that such New Debt Commitment Party shall not have terminated its
      commitment letter with respect to the New Debt Commitment on or prior to
      such date (the “New Debt
      Fee”).

                     

                    As
      consideration for the Equity Backstop, each Equity Backstop Party shall
      receive from the Debtors (other than CII) an aggregate commitment fee for
      the use of capital, payable in cash, in an amount equal to 3% of its
      respective Equity Backstop; provided,
      that such Equity Backstop Party shall not have terminated its commitment
      letter with respect to the Equity Backstop on or prior to such date (the
      “Equity Backstop
      Fee” and, together with the Rollover Fee and the New Debt Fee, the
      “Commitment
      Fees”).

                     

                    The
      Commitment Fees shall be deemed to be earned as of the Confirmation Date
      and shall be payable on the Effective Date; provided, however, that
      if cash on the balance sheet is less than $600 million as of the Effective
      Date (which amount will be reduced by any cash payment of interest on CCH
      II Notes exchanged pursuant to the Exchange, but will be net of payment of
      the Allen Management Receivable (as defined herein), the Commitment Fees
      and the Allen Fee Reimbursement (as defined herein)), then the Commitment
      Fees shall be payable at the end of the first calendar quarter in which
      cash on the balance sheet at the end of such quarter is at least $600
      million (reduced by cash payment of interest as described above) net of
      the Allen Management Receivable (if still outstanding).  The
      Commitment Fees and the Allen Fee Reimbursement shall be paid on a pari
      passu basis.

                     

                  


          

        

      

      
        
          
            
              
                	
                        TREATMENT
      OF 

                        CLAIMS
      AND 

                        INTERESTS:

                      	 
      
	
                        Administrative
      Expense Claims

                      	
                        Except
      with respect to Administrative Expense Claims that are professional fee
      claims and except to the extent that a holder of an Allowed Administrative
      Expense Claim and the Debtors agree to less


                      


              

            

          

        

      

       

       

      
        
          
          

        

        
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                  favorable
      treatment to such holder, each holder of an Allowed Administrative Expense
      Claim shall be paid in full in cash on the later of the initial
      distribution date under the Plan and the date such Administrative Expense
      Claim is Allowed, and the date such Allowed Administrative Claim becomes
      due and payable, or as soon thereafter as is practicable; provided, however, that
      Allowed Administrative Expense Claims that arise in the ordinary course of
      the Debtors’ business shall be paid in full in the ordinary course of
      business in accordance with the terms and subject to the conditions of any
      agreements governing, instruments evidencing, or other documents relating
      to, such transactions.

                   

                


        

      

      
        
          
            	
                    Priority
      Tax Claims

                  	
                    Except
      to the extent that a holder of an Allowed Priority Tax Claim and the
      Debtors agree to less favorable treatment to such holder, each holder of
      an Allowed Priority Tax Claim shall be paid in full in cash on the later
      of the initial distribution date under the Plan, the date such Priority
      Tax Claim is Allowed and the date such Allowed Priority Tax Claim becomes
      due and payable, or as soon thereafter as is practicable.

                     

                  
	
                    Other
      Priority Claims

                  	
                    The
      Allowed Other Priority Claims of all Debtors shall be
      Unimpaired.  Except to the extent that a holder of an Allowed
      Other Priority Claim and the Debtors agree to less favorable treatment to
      such holder, each holder of an Allowed Other Priority Claim shall be paid
      in full in cash plus Post-Petition Interest on the later of the initial
      distribution date under the Plan, the date such other priority claim is
      Allowed and the date such Allowed Other Priority Claim becomes due and
      payable, or as soon thereafter as is practicable; provided, however, that
      Other Priority Claims that arise in the ordinary course of the Debtors’
      business and which are not due and payable on or before the Effective Date
      shall be paid in the ordinary course of business in accordance with the
      terms thereof.

                     

                  


          

        

      

      
        
          	
                  CCO
      Credit Facility Claims

                	
                  CCO
      Credit Facility Claims shall be Unimpaired.  The CCO Credit
      Facility Claims shall be Allowed in the aggregate amount of principal plus
      accrued interest to the Petition Date plus Post-Petition Interest and
      Fees, but excluding any call premiums or any prepayment
      penalties.  Each Allowed CCO Credit Facility claim shall be
      reinstated and rendered Unimpaired in accordance with section 1124(2)
      of the Bankruptcy Code, notwithstanding any contractual provision or
      applicable non-bankruptcy law that entitles the holder of an Allowed CCO
      Credit Facility claim to demand or to receive payment of such Allowed CCO
      Credit Facility claim prior to the stated maturity of such Allowed CCO
      Credit Facility claim from and after the occurrence of a
      default.  The Debtors shall waive and/or abjure any right to
      require any lender to make loans (whether term loans or revolving loans)
      under the CCO Credit Facility, other than loans outstanding as of the
      Effective Date.

                   

                


        

      

       

      
        
          
          

        

        
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                  CCO
      Swap Agreement Claims

                	
                  CCO
      Swap Agreement Claims shall be Impaired and will be Allowed in the
      aggregate amount determined by the Bankruptcy Court plus Post-Petition
      Interest, but excluding any call premiums or any prepayment
      penalties.

                   

                
	
                  CCO
      Note Claims

                	
                  CCO
      Note Claims shall be Unimpaired.  The CCO Note claims shall be
      Allowed in the aggregate amount of principal plus accrued interest to the
      Petition Date plus Post-Petition Interest and Fees, but excluding any call
      premiums or any prepayment penalties.  Each Allowed CCO Note
      claim shall be reinstated and rendered Unimpaired in accordance with
      section 1124(2) of the Bankruptcy Code, notwithstanding any
      contractual provision or applicable non-bankruptcy law that entitles the
      holder of an Allowed CCO Note claim to demand or to receive payment of
      such Allowed CCO Note claim prior to the stated maturity of such Allowed
      CCO Note claim from and after the occurrence of a default.

                   

                
	
                  CCOH
      Credit Facility Claims

                	
                  CCOH
      Credit Facility Claims shall be Unimpaired.  The CCOH Credit
      Facility Claims shall be Allowed in the aggregate amount of principal plus
      accrued interest to the Petition Date plus Post-Petition Interest and
      Fees, but excluding any call premiums or any prepayment
      penalties.  Each Allowed CCOH Credit Facility claim shall be
      reinstated and rendered Unimpaired in accordance with section 1124(2)
      of the Bankruptcy Code, notwithstanding any contractual provision or
      applicable non-bankruptcy law that entitles the holder of an Allowed CCOH
      Credit Facility claim to demand or to receive payment of such Allowed CCOH
      Credit Facility claim prior to the stated maturity of such Allowed CCOH
      Credit Facility claim from and after the occurrence of a
      default.

                   

                


        

      

      
        
          	
                  CCOH
      Note Claims

                	
                  CCOH
      Note Claims shall be Unimpaired.  The CCOH Note Claims shall be
      Allowed in the aggregate amount of principal plus accrued interest to the
      Petition Date plus Post-Petition Interest and Fees, but excluding any call
      premiums or any prepayment penalties.  Each Allowed CCOH Note
      Claim shall be reinstated and rendered Unimpaired in accordance with
      section 1124(2) of the Bankruptcy Code, notwithstanding any
      contractual provision or applicable non-bankruptcy law that entitles the
      holder of an Allowed CCOH Note claim to demand or to receive payment of
      such Allowed CCOH Note claim prior to the stated maturity of such Allowed
      CCOH Note claim from and after the occurrence of a default.

                   

                


        

      

      
        
          	
                  Other
      Secured Claims

                	
                  The
      Allowed Other Secured Claims shall be Unimpaired.  Except to the
      extent that a holder of an Allowed Other Secured Claim and the Debtors
      agree to less favorable treatment to such holder, at the sole option of
      the Debtors, (a) each Allowed Other Secured Claim shall be reinstated
      and 

                


        

      

       

       

      
        
          
          

        

        
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                  rendered
      Unimpaired in accordance with section 1124(2) of the Bankruptcy Code,
      notwithstanding any contractual provision or applicable non-bankruptcy law
      that entitles the holder of an Allowed Other Secured Claim to demand or to
      receive payment of such Allowed Other Secured Claim prior to the stated
      maturity of such Allowed Other Secured Claim from and after the occurrence
      of a default, (b) each holder of an Allowed Other Secured Claim shall
      be paid in full in cash plus Post-Petition Interest on the later of the
      initial distribution date under the Plan and the date such Other Secured
      Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is
      practicable, or (c) each holder of an Allowed Other Secured Claim
      shall receive the collateral securing its Allowed Other Secured Claim plus
      Post-Petition Interest on the later of the initial distribution date under
      the Plan and the date such Other Secured Claim becomes an Allowed Other
      Secured Claim, or as soon thereafter as is practicable.

                   

                


        

      

      
        
          
            	
                    General
      Unsecured Claims

                  	
                    The
      Allowed General Unsecured Claims of creditors of the Debtors shall be
      Unimpaired.  Each holder of an Allowed General Unsecured Claim
      of CCH II and its direct and indirect subsidiaries shall be paid in full
      in cash when due in the ordinary course of business and the Debtors shall
      use reasonably commercial efforts to seek an order of the Bankruptcy Court
      as promptly as practicable following the Petition Date to permit such
      payments pending the Effective Date.  To the extent insurance is
      available to satisfy an Allowed General Unsecured Claim, such Allowed
      General Unsecured Claim shall be paid in the ordinary course of business
      by the Reorganized Debtors to the extent of such insurance, without need
      for Bankruptcy Court approval, at such time as such claim becomes
      liquidated and proceeds of the insurance therefor become
      available.  The Debtors shall not establish any bar date or
      disputed claims reserve for payment of general unsecured
      claims.

                     

                  
	
                    CCH II
      Note Claims

                  	
                    CCH II
      Note Claims shall be Impaired.  The CCH II Note claims
      shall be Allowed in the aggregate amount of  principal plus
      accrued interest to the Petition Date plus Post-Petition Interest, but
      excluding any call premiums or any prepayment
      penalties.  Holders of CCH II Note Claims shall receive the New
      CCH II Notes and/or the Cash Amount pursuant to the Exchange as described
      above. Holders of CCH II Notes that are not exchanged in the Exchange
      shall have the right to receive the Cash Amount.

                     

                  
	
                    CCH
      I Note Claims

                  	
                    CCH
      I Note Claims shall be Impaired.  The CCH I Note Claims
      shall be Allowed in the aggregate amount of principal plus accrued
      interest to the Petition Date.  On the initial distribution date
      under the Plan, holders of CCH I Note Claims shall receive (i) shares
      of New Class A Stock in an aggregate amount equal to 100% of the New
      Common Stock (as defined below) outstanding as of the Effective Date,
      prior to giving effect to the Rights Offering, the issuance of warrants or
      equity-based awards provided for by the Plan or the Allen Entities
      Settlement (as defined 

                     

                     

                  


          

        

      

       

       

      
        
          
          

        

        
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                  below)
      and (ii) a New CCH II Note with an aggregate principal amount of
      $85 million (the “New CCH II $85M
      Note”), subject to the Allen Entities Settlement.  Each
      holder of CCH I Note Claims shall receive its pro rata portion of such New Class A Stock
      in the same proportion that the principal amount of CCH I Notes held by
      such holder bears to the total principal amount of CCH I Notes (whether or
      not held by members of the Committee).  Certain holders of CCH I
      Note Claims shall also receive Rights pursuant to the Rights Offering as
      described above. Existing holders of CCH I Notes which are not accredited
      investors or qualified institutional buyers, as such terms are defined in
      Rule 144A promulgated under the Securities Act, shall not participate in
      the Rights Offering, but instead shall receive shares of New Class A Stock
      with a value equal to the value of the Rights such holders would have been
      offered if they were accredited investors or qualified institutional
      buyers, based on the Plan Value.

                   

                


        

      

      
        
          
            
              	
                      CIH
      Note Claims

                    	
                      CIH
      Note Claims shall be Impaired.  The CIH Note Claims shall be
      Allowed in the aggregate amount of principal plus accrued interest to the
      Petition Date.  On the initial distribution date under the Plan,
      holders of CIH Note Claims shall receive warrants to purchase shares of
      New Class A Stock in an aggregate amount equal to 5% of the fully diluted
      New Common Stock outstanding as of the Effective Date, after giving effect
      to the Rights Offering, the issuance of warrants and equity-based awards
      provided for by the Plan and the Allen Entities
      Settlement.  Each holder of CIH Note Claims shall receive its
      pro rata portion of such
      warrants in the same proportion that the principal amount of CIH Notes
      held by such holder bears to the total principal amount of CIH
      Notes.  The warrants shall have an exercise price per share
      based on a total equity value of $5.3 billion and shall expire five years
      after the date of issuance.

                       

                    
	
                      CCH
      Note Claims

                    	
                      CCH
      Note Claims shall be Impaired.  The CCH Note Claims shall be
      Allowed in the aggregate amount of principal plus accrued interest to the
      Petition Date.  On the initial distribution date under the Plan,
      holders of CCH Note Claims shall receive warrants to purchase shares of
      New Class A Stock in an aggregate amount equal to 1% of the fully diluted
      New Common Stock outstanding as of the Effective Date, after giving effect
      to the Rights Offering, the issuance of warrants and equity-based awards
      provided for by the Plan and the Allen Entities
      Settlement.  Each holder of CCH Note Claims shall receive its
      pro rata portion of such
      warrants in the same proportion that the principal amount of CCH Notes
      held by such holder bears to the total principal amount of CCH
      Notes.  The warrants shall have an exercise price per share
      based on a total equity value of $5.8 billion and shall expire five years
      after the date of issuance.

                       

                    


            

          

        

      

      
        
          	
                  CCHC
      Note Claims

                	
                  CCHC
      Note Claims shall be Impaired.  CCHC Note Claims shall be
      cancelled, released and extinguished and the holders of the CCHC Note
      Claims, among others, shall share in the consideration to be provided
      

                


        

      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   

                	
                  under
      the Allen Entities Settlement.

                   

                


        

      

      
        
          
            
              	
                      Holdco
      Claims

                    	
                      Holdco
      Claims shall be Impaired.  Holders of such Claims that are
      Allowed shall be entitled to a pro rata
      distribution on account of recoveries in respect of (a) Claims under the
      Mutual Services Agreement and (b) Intercompany Claim recoveries against
      other Debtors.

                       

                    
	
                      CCI
      Claims Other Than General Unsecured Claims

                    	
                      CCI
      Claims shall be Impaired.  On the initial distribution date
      under the Plan, holders of CCI Claims shall receive (i) shares of callable
      perpetual preferred stock with a face amount of $72 million and entitled
      to a 15% PIK dividend (the “New Preferred
      Stock”), (ii) cash in an amount equal to $5 million and (iii) cash
      in the amount of valid Claims of CCI against CCO in excess of $72 million;
      provided,
      however,
      that the aggregate amount of cash received pursuant to this clause (iii)
      shall in no event exceed $41 million.  Each holder of CCI Claims
      shall receive its pro rata portion of such
      shares and cash in the same proportion that the principal amount of CCI
      Claims held by such holder bears to the total principal amount of CCI
      Claims.

                       

                    
	
                      CII
      Claims

                    	
                      CII
      Claims shall be Impaired.  Except to the extent that a holder of
      an Allowed CII Claim and CII agree to less favorable treatment to such
      holder, holders of Allowed CII Claims shall be paid in full, plus
      post-petition interest if required under an underlying contract, when due
      in the ordinary course of business.

                       

                    
	
                      Intercompany
      Claims

                    	
                      Except
      as otherwise provided for in this Term Sheet, all other Intercompany
      Claims shall be Unimpaired and shall be reinstated upon the Effective
      Date.

                       

                    


            

          

        

      

      
        
          	
                  Section
      510(b) Claims

                	
                  Section
      510(b) Claims shall be Impaired and the holders thereof shall be deemed to
      have rejected the Plan pursuant to section 1126(g) of the Bankruptcy
      Code.  Section 510(b) Claims shall be cancelled, released and
      extinguished and the holders of Section 510(b) Claims shall receive no
      distribution under the Plan on account of such Claims.

                   

                
	
                  Treatment
      of Interests in Certain Debtors

                	
                  Interests
      in CCOH, CCO and CCO’s direct and indirect subsidiaries, other than
      Interests represented by preferred equity in CC VIII, LLC, shall be
      Unimpaired.

                   

                  Interests
      in Holdco, CCHC, CCH, CIH, CCH I and CCH II shall be Impaired, but shall
      remain in place in exchange for new value consideration to be contributed
      by CCI from the Rights Offering.

                   

                


        

      

      
        
          	
                  CC
      VIII Preferred Units

                	
                  Interests
      in the CC VIII Preferred Units shall be Impaired.  Direct and
      indirect (through CCH I) holders of CC VIII Preferred Units shall
      

                


        

      

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   

                	
                  receive
      (a) in the case of holders of CCH I Notes, shares of New Class A Stock as
      described above under “TREATMENT OF CLAIMS AND INTERESTS – CCH I Notes
      Claims” and (b) in the case of CII, as part of the Allen Entities
      Settlement, $150 million in cash, in each case on the initial distribution
      date under the Plan.

                   

                


        

      

      
        
          
            	
                    Interests
      in CCI

                  	
                    Interests
      in CCI, whether represented by stock, preferred share purchase rights or
      otherwise, shall be Impaired and the holders thereof shall be deemed to
      have rejected the Plan pursuant to section 1126(g) of the Bankruptcy
      Code.  Such Interests shall be cancelled, released and
      extinguished and the holders of such Interests shall receive no
      distribution under the Plan on account thereof.

                     

                  
	
                    CII
      Interests

                  	
                    Interests
      in CII shall be Unimpaired.  Mr. Allen shall retain 100% of the
      interests in CII which interests shall remain freely transferable and
      shall not be subject to limitations on the ability to liquidate
      CII.

                     

                  
	
                    REORGANIZED
      COMPANY EQUITY INTERESTS:

                  	
                    The
      Reorganized Company’s equity interests shall consist of New Class A Stock,
      new Class B common stock (the “New Class B
      Stock” and, together with the New Class A Stock, the “New Common
      Stock”), New Preferred Stock and warrants to purchase New Class A
      Stock.

                     

                  
	
                    New
      Class A Common Stock

                  	
                    Shares
      of New Class A Stock shall be issued to (a) participants in the Rights
      Offering upon the exercise of Rights, (b) Equity Backstop Parties upon the
      exercise of the Overallotment Option (if exercised), (c) holders of
      Claims with respect to the CCH I Notes, (d) holders of CCH I Notes
      with respect to their indirect interest in CC VIII Preferred Units, and
      (e) the Allen Entities upon exercise of warrants and exchange of
      Holdco interests issued to the Allen Entities as part of the Allen
      Entities Settlement, in each case in the respective amounts described
      herein.  Each share of New Class A Stock shall be entitled to
      one vote.

                     

                    CCI
      shall cause the New Class A Stock to be listed on the NASDAQ Global Select
      Market as promptly as practicable but in no event prior to the later of
      (x) the 46th day following the Effective Date, and (y) October 15, 2009
      (unless the Allen Entities and the Reorganized Company agree to an earlier
      date) and the Reorganized Company shall maintain such listing
      thereafter.

                     

                  


          

        

      

      
        
          
            	
                    New
      Class B Common Stock

                  	
                    The
      New Class B Stock shall be identical to the New Class A Stock except with
      respect to certain voting, transfer and conversion rights.  Each
      share of New Class B Stock shall be entitled to a fixed number of votes
      such that the aggregate number of votes attributable to the shares of New
      Class B Stock held by the Allen Entities shall equal 35% of the combined
      voting power of the New Common Stock.  Each share of New Class B
      Stock shall be convertible into one share of New Class A Stock at the
      option of the holder or, following September 15, 2014 (the “Lock-

                     

                  


          

        

      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                     

                  	
                    Up
      Date”), the members of the Board of Directors (as defined
      below) nominated by stockholders other than the Allen
      Entities.  New Class B Stock shall be subject to significant
      transfer restrictions (it being understood that New Class A Stock issued
      to the Allen Entities upon exercise of warrants and exchange of Holdco
      interests issued to the Allen Entities as part of the Allen Entities
      Settlement shall not be subject to contractual transfer
      restrictions).  Certain restrictions on conversion and transfer
      of New Class B Stock shall be set forth in a lock-up agreement among the
      Reorganized Company, Mr. Allen and the Allen Entities (the “Lock-Up
      Agreement”), as described below.

                     

                    Shares
      of New Class B Stock shall be issued to the Allen Entities as part of the
      Allen Entities Settlement.

                     

                  


          

        

      

      
        
          
            	
                    New
      Preferred Stock

                  	
                    Shares
      of New Preferred Stock shall be issued to holders of CCI Claims in the
      respective amounts described above. If the New Preferred Stock is to be
      publicly traded, such shares shall be subject to the same restrictions on
      listing and quotation as the New Class A Stock.

                     

                  
	
                    Warrants

                  	
                    Warrants
      to be issued pursuant to the Plan shall consist solely of:  (i)
      warrants to purchase shares of New Class A Stock issued to holders of
      Claims with respect to the CIH Notes and CCH Notes in the respective
      amounts described above and (ii) warrants to purchase shares of New Class
      A Stock issued to the Allen Entities as part of the Allen Entities
      Settlement as described below.

                     

                  
	
                    REGISTRATION
      RIGHTS:

                  	
                    Holders
      of New Common Stock shall be entitled to registration rights as set forth
      below.  The registration rights agreement shall contain
      customary terms and provisions, including customary indemnification
      provisions.

                     

                    Demand
      Registrations.  The holders of New Common Stock shall
      each be entitled to demand registration rights, which may, at the option
      of the applicable holder, be a “shelf” registration pursuant to Rule 415
      under the Securities Act.  All registrations will be subject to
      customary “windows” and “black out” periods and other customary
      limitations to be agreed upon.  Except as permitted by the
      Lock-Up Agreement, any New Class B Stock shall be converted into New Class
      A Stock prior to any public or private sale.

                     

                    Piggyback
      Registrations.  In addition, the holders of Registrable
      Securities (defined below) shall be entitled to piggyback registration
      rights, subject to customary pro rata cut-back provisions for underwritten
      offerings.

                     

                    Registrable
      Securities.  All shares of New Class A Stock and New
      Class B Stock held from time to time by members of the Committee or the
      Allen Entities.  Such shares shall cease to be Registrable
      Securities upon sale to the public pursuant to a registration statement or
      Rule 144, or 

                  


          

        

      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   

                	
                  
                    when
      such shares may be transferred without restriction pursuant to Rule 144 or
      are otherwise freely saleable under securities laws.

                     

                  

                


        

      

      
        
          	
                  ALLEN
      ENTITIES SETTLEMENT:

                	
                  The
      Plan shall incorporate a compromise and settlement under Rule 9019 of the
      Federal Rules of Bankruptcy Procedure by and between the Debtors (other
      than CII) and the Allen Entities that fully resolves any and all legal,
      contractual and equitable rights, claims and remedies between such parties
      in exchange for the consideration to be given to such parties as described
      in this Term Sheet and the attachments hereto. For the avoidance of doubt,
      Intercompany Claims, CCH I Claims and CIH Claims held by the Allen
      Entities shall be treated identical to similar Claims held by persons
      other than the Allen Entities, but not rights in the CC VIII Preferred
      Units, which shall be treated as described above, and except as
      specifically provided otherwise herein.

                   

                
	
                  TREATMENT
      OF EXECUTORY CONTRACTS:

                	
                  Each
      Executory Contract, including the Management Agreement and the Mutual
      Services Agreement, shall be deemed assumed as of the Effective Date,
      unless otherwise mutually agreed to by the Debtors, the Requisite Holders
      and the Allen Entities.

                   

                
	
                  TREATMENT
      OF SUBORDINATION 

                  AGREEMENTS:

                   

                	
                  Except
      as expressly provided otherwise, the Plan shall give effect to any
      subordination rights as required by section 510(a) of the Bankruptcy
      Code.

                
	
                  CONDITIONS
      TO EFFECTIVE DATE:

                	
                  The
      Plan shall contain the following conditions to the Effective
      Date:

                   

                  (a)           the
      Plan shall be in form and substance consistent in all material respects
      with this Term Sheet;

                   

                  (b)           the
      Bankruptcy Court shall enter the Confirmation Order, in form and substance
      reasonably satisfactory to the Debtors, the Requisite Holders and the
      Allen Entities, and such order shall not have been stayed or modified or
      vacated on appeal;

                   

                  (c)           all
      governmental and material third party approvals and consents, including
      bankruptcy court approval, necessary in connection with the transactions
      contemplated by this Term Sheet shall have been obtained and be in full
      force and effect, and all applicable waiting periods shall have expired
      without any action being taken or threatened by any competent authority
      that would restrain, prevent or otherwise impose materially adverse
      conditions on such transactions; and

                   

                  (d)           all
      consents, approvals and waivers necessary in connection with the
      transactions contemplated by this Term Sheet with respect to Franchises
      (as defined in the Communications Act of 1934, as amended, 47 U.S.C
      Sections 151 et seq.) or similar authorizations for the provision of cable
      television service in areas serving no less than 80% of CCI’s individual
      basic subscribers in the aggregate at such time shall have been obtained,
      unless the condition set forth in this clause (d) shall have been
      

                   

                


        

      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                
                  waived
      by the Requisite Holders and the Allen Entities.

                   

                

              


      

      
        
          
            
              	
                      BOARD
      REPRESENTATION:

                    	
                      The
      certificate of incorporation of the Reorganized Company shall provide that
      the Reorganized Company’s board of directors (the “Board of
      Directors”) shall consist of 11 members unless otherwise determined
      by the Board of Directors, and that each holder of 10% or more of the
      voting power of the New Common Stock on the Effective Date shall have the
      right to nominate one member of the Board for each 10% of voting
      power.  So long as the Allen Entities hold New Class B Stock,
      the Allen Entities shall have the right to nominate 35% of the members of
      the Board of Directors (rounded up to the next whole number) with such
      members having no less than proportionate representation on each committee
      of the Board of Directors, except to the extent such proportionate
      representation is expressly prohibited by applicable stock exchange rules.
      All other members of the Board of Directors shall be elected by holders of
      the majority of shares of New Class A Stock then outstanding.

                       

                      Subject
      to the Reorganized Company’s by-laws relating to the filling of vacancies,
      if any, on the Board of Directors, the members of the Board of Directors
      as constituted on the Effective Date will continue to serve at least until
      the first annual meeting of stockholders after the Effective Date, which
      meeting shall not take place until at least 12 months after the Effective
      Date.

                       

                    
	
                      SENIOR
      MANAGEMENT:

                    	
                      The
      Chief Executive Officer (the “CEO”) and the
      Chief Operating Officer (the “COO”) of the
      Reorganized Debtors shall be the same as the CEO and COO of the Debtors on
      the date hereof.  The CEO and COO shall receive (i) cash and
      bonus compensation and severance on substantially the same terms as (but
      not less economically favorable than) those contained in their respective
      employment agreements in effect on the date hereof, (ii) with respect to
      the CEO, long-term incentive compensation having substantially the same
      value as the long-term incentive compensation contained in his employment
      agreement in effect on the date hereof and (iii) with respect to the CEO,
      a waiver with respect to the retention bonus clawback provision contained
      in his employment agreement in effect on the date hereof.

                       

                      Other
      Key Executives of the Reorganized Debtors shall be determined by the Board
      of Directors in consultation with the CEO. The Reorganized Debtors shall
      provide such key executives with cash and bonus compensation and severance
      consistent with (but not less economically favorable than) such key
      executives’ respective employment agreements in effect on the date
      hereof.

                       

                    


            

          

        

      

      
        
          	
                  MANAGEMENT
      INCENTIVE PLAN:

                	
                  The
      Plan shall provide for a management incentive plan, which shall include,
      among other things, an allocation of equity-based awards representing no
      less than 3% of the fully diluted New Common Stock outstanding on the
      Effective Date, after giving effect to the Rights
  

                


        

      

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   

                	
                  Offering
      and the issuance of warrants provided for by the Plan, 50% of which shall
      be distributed as determined by the Board of Directors no later than one
      month after Effective Date.

                   

                


        

      

      
        
          
            	
                    POST-EFFECTIVE
      DATE GOVERNANCE:

                  	
                    The
      Plan shall provide that (a) the Reorganized Debtors shall enter into such
      agreements and amend their corporate governance documents to the extent
      necessary to implement the terms and conditions of the Plan; and (b) on
      and as of the Effective Date, the Rights Agreement between CCI and Mellon
      Investor Services LLC, dated as of August 14, 2007, as amended thereafter,
      shall be terminated.

                     

                  
	
                    POST-EFFECTIVE
      DATE STANDSTILL:

                  	
                    The
      certificate of incorporation of the Reorganized Company shall, for a
      period commencing on the Effective Date and continuing until the Lock-Up
      Date unless approved by the Board of Directors, prohibit any person or
      group (other than the Allen Entities and their affiliates) from acquiring
      any New Common Stock if and to the extent that such New Common Stock,
      together with any other shares of New Common Stock held by such person or
      group, would result in such person or group violating the Equity
      Threshold.

                     

                  
	
                    RELATED
      PARTY TRANSACTIONS:

                  	
                    The
      certificate of incorporation of the Reorganized Company shall include
      provisions with respect to any business combination with or into any
      related party, requiring that the consideration received by the other
      stockholders in connection with such business combination is at fair value
      as determined by the unrelated members of the Board of Directors and
      approved by the vote of a majority of disinterested
      stockholders.

                     

                  
	
                    FEES
      AND EXPENSES:

                  	
                    The
      Debtors (other than CII) shall pay the reasonable, documented
      out-of-pocket fees and expenses of Paul, Weiss, Rifkind, Wharton &
      Garrison LLP, Houlihan Lokey Howard & Zukin Capital, Inc. and UBS
      Securities LLC, the legal and financial advisors engaged by the
      Committee.

                     

                    The
      Debtors (other than CII) shall pay (i) the reasonable, documented
      out-of-pocket fees and expenses incurred by the members of the Committee
      in connection with the negotiation of the proposed restructuring, their
      due diligence review and the approval and consummation of the transactions
      contemplated by this Term Sheet, and (ii) up to $20 million to the Allen
      Entities for their fees and expenses in connection with the proposed
      restructuring (this clause (ii), the “Allen Fee
      Reimbursement”).  The Debtors (other than CII) shall pay
      the Commitment Fees as described above.

                     

                    The
      Debtors (other than CII) shall pay the reasonable fees and expenses of
      indenture trustees in accordance with the terms of their respective
      indentures.

                     

                  


          

        

      

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                    DEBTOR
      RELEASES:

                  	
                    On
      the Effective Date and effective as of the Effective Date, for the good
      and valuable consideration provided by each of the Debtor Releasees (as
      defined below), including: (a) the discharge of debt and all other good
      and valuable consideration paid pursuant to the Plan; (b) the obligations
      of the holders of Claims party to plan support agreements to provide the
      support necessary for Consummation of the Plan; and (c) the services of
      the Debtors’ present and former officers and directors in facilitating the
      expeditious implementation of the restructuring contemplated by the Plan,
      each of the Debtors shall provide a full discharge and release to each
      Releasing Party and each of their respective members, officers, directors,
      agents, financial advisors, attorneys, employees, partners, affiliates and
      representatives (collectively, the “Debtor
      Releasees” (and each such Debtor Releasee so released shall be
      deemed released and discharged by the Debtors)) and their respective
      properties from any and all Causes of Action, whether known or unknown,
      whether for tort, fraud, contract, violations of federal or state
      securities laws, or otherwise, arising from or related in any way to the
      Debtors, including those that any of the Debtors or Reorganized Debtors
      would have been legally entitled to assert against a Debtor Releasee in
      their own right (whether individually or collectively) or that any holder
      of a Claim or Interest or other entity, would have been legally entitled
      to assert on behalf of any of the Debtors or any of their Estates,
      including those in any way related to the Chapter 11 Cases or the Plan to
      the fullest extent of the law; provided, further, that
      the foregoing “Debtor Release” shall not operate to waive or release any
      person or entity other than a Releasing Party from any causes of action
      expressly set forth in and preserved by the
      Plan.  Notwithstanding anything in the Plan to the contrary, the
      Debtors or the Reorganized Debtors will not release any Causes of Action
      that they may have now or in the future against the Non-Released
      Parties.

                     

                  


          

        

      

      
        
          
            	
                    THIRD
      PARTY RELEASES:

                  	
                    On
      the Effective Date and effective as of the Effective Date, the holders of
      Claims and Interests shall be deemed to provide a full discharge and
      release to the Debtor Releasees and their respective property from any and
      all Causes of Action, whether known or unknown, whether for tort, fraud,
      contract, violations of federal or state securities laws, or otherwise,
      arising from or related in any way to the Debtors, including those in any
      way related to the Chapter 11 Cases or the Plan; provided, further, that
      the foregoing “Third Party Release” shall not operate to waive or release
      any person or entity (other than a Debtor Releasee) from any Causes of
      Action expressly set forth in and preserved by the Plan, the Plan
      Supplement or related documents.  Notwithstanding anything in
      the Plan to the contrary, the Releasing Parties will not release any
      Causes of Action that they, the Debtors or the Reorganized Debtors may
      have now or in the future against the Non-Released
      Parties.  Entry of the Confirmation Order shall constitute the
      Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the
      Third Party Release, which includes by reference each of the related
      provisions and definitions contained in this Term Sheet, and further,
      shall constitute its 

                     

                  


          

        

      

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   

                	
                  finding
      that the Third Party Release is: (a) in exchange for the good and valuable
      consideration provided by the Debtor Releasees, a good faith settlement
      and compromise of the claims released by the Third Party Release; (b) in
      the best interests of the Debtors and all holders of Claims; (c) fair,
      equitable and reasonable; (d) given and made after due notice and
      opportunity for hearing; and (e) a bar to any of the Releasing Parties
      asserting any claim released by the Third Party Release against any of the
      Debtor Releasees.

                   

                  Notwithstanding
      anything to the contrary herein, the Debtors shall use commercially
      reasonable best efforts to obtain approval by the Bankruptcy Court of the
      “Third Party Releases”; provided, that,
      failure to obtain such “Third Party Releases” shall not constitute a
      breach under the Restructuring Agreement.

                   

                


        

      

      
        
          
            	
                    INJUNCTION:

                  	
                    From
      and after the Effective Date, all entities are permanently enjoined from
      commencing or continuing in any manner, any Cause of Action released or to
      be released pursuant to the Plan or the Confirmation Order.

                     

                  
	
                    EXCULPATION:

                  	
                    The
      Exculpated Parties shall neither have, nor incur any liability to any
      entity for any pre-petition or post-petition act taken or omitted to be
      taken in connection with, or related to formulating, negotiating,
      preparing, disseminating, implementing, administering, confirming or
      effecting the Consummation of the Plan, the Disclosure Statement or any
      contract, instrument, release or other agreement or document created or
      entered into in connection with the Plan or any other pre-petition or
      post-petition act taken or omitted to be taken in connection with or in
      contemplation of the restructuring of the Company; provided, that
      the foregoing provisions of this exculpation shall have no effect on the
      liability of any entity that results from any such act or omission that is
      determined in a final order to have constituted gross negligence or
      willful misconduct; provided, further, that
      each Exculpated Party shall be entitled to rely upon the advice of counsel
      concerning his, her or its duties pursuant to, or in connection with, the
      Plan; provided still further, that the foregoing “Exculpation”
      shall not apply to any acts or omissions expressly set forth in and
      preserved by the Plan, the Plan Supplement or related documents, except
      for acts or omissions of Releasing Parties.

                     

                  
	
                    INDEMNIFICATION
      OF PRE-PETITION OFFICERS AND DIRECTORS:

                  	
                    Except
      as otherwise provided in the Plan, all indemnification provisions
      currently in place (whether in the by-laws, certificates of incorporation,
      limited liability company agreements, articles of limited partnership,
      board resolutions, contracts or otherwise) for the directors, officers,
      employees, attorneys, other professionals and agents of the Debtors as of
      the Petition Date and such directors’ and officers’ respective affiliates
      shall be reinstated (or assumed, as the case may be), and shall survive
      effectiveness of the Plan.

                     

                  


          

        

      

       

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                    DIRECTOR
      AND OFFICER LIABILITY POLICY:

                     

                  	
                    The
      Debtors will obtain prior to the Petition Date reasonably sufficient tail
      coverage under a directors and officers’ liability insurance policy for
      the current and former directors and officers for a reasonable period
      following the Effective Date so long as the annual premium therefor is not
      in excess of 175% of the last annual premium paid prior to the date
      hereof.  As of the Effective Date, the Debtors shall assume all
      of the D&O Liability Insurance Policies pursuant to section 365(a) of
      the Bankruptcy Code.  Entry of the Confirmation Order will
      constitute the Bankruptcy Court’s approval of the Debtors’ foregoing
      assumption of each of D&O Liability Insurance
      Policies.  Notwithstanding anything to the contrary contained in
      the Plan, Confirmation of the Plan shall not discharge, impair or
      otherwise modify any indemnity obligations assumed by the foregoing
      assumption of the D&O Liability Insurance Policies, and each such
      indemnity obligation will be deemed and treated as an Executory Contract
      that has been assumed by the Debtors under the Plan as to which no proof
      of Claim need be filed; provided, that
      the D&O Liability Insurance Policies will not cover any of the
      Non-Released Parties for any matter.

                     

                  
	
                    DISCHARGE
      OF DEBTORS:

                  	
                    Except
      as otherwise provided in the Plan, on the Effective Date and effective as
      of the Effective Date: (a) the rights afforded in the Plan and the
      treatment of all Claims and Interests shall be in exchange for and in
      complete satisfaction, discharge and release of all Claims and Interests
      of any nature whatsoever, including any interest accrued on such Claims
      from and after the Petition Date, against the Debtors, or any of their
      assets, property or Estates; (b) the Plan shall bind all holders of Claims
      and Interests, notwithstanding whether any such holders failed to vote to
      accept or reject the Plan or voted to reject the Plan; (c) all Claims
      against and Interests in the Debtors shall be satisfied, discharged and
      released in full, and the Debtors’ liability with respect thereto shall be
      extinguished completely, including any liability of the kind specified
      under section 502(g) of the Bankruptcy Code; and (d) all entities shall be
      precluded from asserting against the Debtors, the Debtors’ Estates, the
      Reorganized Debtors, each of their successors and assigns, each of their
      assets and properties, any other Claims or Interests based upon any
      documents, instruments or any act or omission, transaction or other
      activity of any kind or nature that occurred prior to the Effective
      Date.

                     

                  


          

        

      

      
        
          
            	
                    ADDITIONAL
      PROVISIONS REGARDING ALLEN ENTITIES SETTLEMENT:

                  	
                    Joint Filing/Joint
      Administration:  CCI, Holdco, CCO, CII and the other
      Debtors shall concurrently and jointly file petitions for relief with the
      Bankruptcy Court to commence the Chapter 11 Cases.

                     

                    Each
      of the Debtors shall file an identical motion in their respective Chapter
      11 Cases (including but not limited to any such supporting declarations,
      exhibits or other documentation) and proposed form of order, seeking joint
      administration of their bankruptcy cases pursuant to Federal Rule of
      Bankruptcy Procedure 1015 and any applicable local rule or administrative
      or procedural order (the “Joint Administration
      Motion”).  The Debtors shall fully prosecute the Joint
      Administration 

                     

                  


          

        

      

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                     

                  	
                    Motion
      and shall not compromise, settle, withdraw or otherwise dispose of the
      Joint Administration Motion, other than by nonconsensual order of the
      Bankruptcy Court, without the prior written consent of the Allen Entities
      and the Requisite Holders.

                     

                    Except
      as otherwise set forth herein, CCI and all of its direct and indirect
      subsidiaries shall consult and cooperate in good faith with the Allen
      Entities to the extent practicable with respect to the preparation and
      filing of motions (including first-day motions) for the Chapter 11
      Cases, which motions shall not be substantially inconsistent with the
      terms hereof.

                     

                    Confirmation:  The
      Debtors shall not seek to schedule, and shall use all commercially
      reasonable efforts to avoid scheduling, the hearing to confirm the Plan
      during the month of December.

                     

                    Independent
      Appraisal:  Within 30 days of the Effective Date, at the
      Allen Entities’ request, CCI, Holdco and CCO shall obtain an independent
      appraisal of the fair market value of Holdco’s and CCO’s tangible and
      intangible assets as of the Effective Date that will include a reasonable
      allocation of value on an asset-by-asset basis, including any and all
      below market financing arrangements as may be appropriate.  The
      appraisal firm and procedures shall be reasonably acceptable to the Allen
      Entities and the Debtors, but shall at all times be retained by and act
      under the direction of CCI, Holdco and CCO.  CCI, Holdco and CCO
      agree to consult with the Allen Entities regarding the directions provided
      to the appraisal firm.

                     

                    Retention of Stub
      Equity; Preservation of Exchange Right; Liquidation of
      CII:  CII’s equity interests in Holdco to the extent of a
      1% direct equity interest in reorganized Holdco shall not be cancelled,
      released or extinguished, and CII shall retain such interest in
      reorganized Holdco under the Plan as part of the Allen Entities
      Settlement.  CCI shall receive all remaining equity interests in
      reorganized Holdco.  CCI’s pre-filing equity interests in Holdco
      shall not be cancelled, released or extinguished and the Reorganized
      Company shall retain such pre-filing equity interests under the
      Plan.

                     

                    After
      the Effective Date, the Allen Entities shall have the right to exchange
      all or a portion of its Holdco equity for an equivalent amount of New
      Class A Stock (i.e., 1% of the equity
      value of the Reorganized Company after giving effect to the Rights
      Offering, but prior to giving effect to the issuance of warrants and
      equity-based awards provided for by the Plan) in a taxable transaction in
      the calendar year that includes the Effective Date.  The Parties
      agree to use reasonable best efforts to ensure that Plan confirmation and
      the Effective Date occur in the same calendar year.  To the
      extent the Allen Entities do not exchange all of their Holdco equity in
      such transaction in the year of the Effective Date, the Allen Entities
      shall have the right, in the future, to exchange such remaining Holdco
      equity (or CII stock) in a taxable or tax-free transaction, at the Allen
      Entities’ election, such exchange right to be on 

                     

                  


          

        

      

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                     

                  	
                    terms
      and conditions reasonably acceptable to the Allen Entities and the
      Reorganized Company.

                     

                    If
      any such post-restructuring exchange is consummated, the Allen Entities
      shall have the right to require CCI, Holdco and CII to utilize a “closing
      of the books” or “pro rata” method with respect to Holdco income
      allocations for the taxable year in which the exchange occurs and, if
      applicable, CII’s income allocations for such taxable
      year.  However, all COD income shall be allocated on a closing
      of the books method.

                     

                    There
      shall be no restrictions on the Allen Entities’ ability to liquidate or
      sell CII following consummation of the Plan; provided, that
      CII shall have transferred all shares of New Class B Stock and interests
      in reorganized Holdco to one or more Allen Entities prior or pursuant to
      such liquidation or sale.

                     

                    Post-Confirmation
      Restrictions:  The Plan shall provide that, for a period
      of at least 6 months following the Effective Date, the Reorganized
      Company, Holdco, CCO and its direct or indirect subsidiaries shall not
      negotiate, enter into agreements, understandings or arrangements or
      consummate transactions in excess of $500 million in total value to the
      extent that such transactions shall occur at a price in excess of 110% of
      the value implied by the Plan or appraised values.  Any
      transactions occurring at a price that implies a value of 110% or lower of
      the Plan value and appraised values shall not be subject to restriction
      and shall not be taken into account in determining whether the $500
      million limitation has been exceeded.

                     

                  


          

        

      

      
        
          
            	
                    Post-Effective
      Date Lock-Up Agreement Additional Consideration: Other
    Matters

                  	
                    Until
      the repayment, replacement, refinancing or substantial modification of the
      CCO Credit Facility, the Allen Entities shall not transfer or sell shares
      of New Class B Stock received by the Allen Entities under the Plan or
      convert shares of New Class B Stock received by the Allen Entities under
      the Plan into New Class A Stock if, immediately after such transfer, sale
      or conversion, the Allen Entities would cease to own at least 35% of the
      combined voting power of New Common Stock.  The foregoing
      provisions will be set forth in a Lock-Up Agreement acceptable to CCI,
      Allen and the Requisite Holders, which will automatically terminate upon a
      change of control (to be defined) of the Reorganized Company.

                     

                    As
      part of the Allen Entities Settlement, on the initial distribution date
      under the Plan, the Allen Entities shall receive (1) shares of New
      Class B Stock representing, as of the Effective Date, 2% of the equity
      value of the Reorganized Company, after giving effect to the Rights
      Offering, but prior to the issuance of warrants and equity-based awards
      provided for by the Plan, and 35% of the combined voting power of the New
      Common Stock, (2) warrants to purchase shares of New Class A Stock in an
      aggregate amount equal to 4% of the equity value of the 

                     

                  


          

        

      

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            	
                     

                  	
                    Reorganized
      Company, after giving effect to the Rights Offering, but prior to the
      issuance of warrants and equity-based awards provided for by the Plan, (3)
      the New CCH II $85M Note, (4) payment of $25 million for amounts owing to
      CII under the Management Agreement, which shall constitute payment in full
      thereunder (the “Allen Management
      Receivable”), (5) $150 million in cash for the CC VIII Preferred
      Units held by CII described above and (6) the 1% interest in
      reorganized Holdco described above.  The Allen Management
      Receivable shall be paid out of cash in excess of $600 million (which
      amount will be reduced by any cash payment of interest on CCH II Notes
      exchanged pursuant to the Exchange).  After the Allen Management
      Receivable is paid in full, the Commitment Fees and the Allen Fee
      Reimbursement shall be paid on a pari passu basis.

                     

                    The
      warrants described above shall have an exercise price per share based on a
      total equity value equal to the sum of the Plan Value plus the gross
      proceeds of the Rights Offering, and shall expire seven years after the
      date of issuance.

                     

                    For
      36 months following the Effective Date, the warrants issued to the Allen
      Entities as part of the Allen Entities Settlement shall be subject to
      adjustment for stock dividends, splits or combinations (but not with
      respect to below market issuances; provided, that
      the Allen Entities shall have a preemptive right with respect to future
      below market rights offerings to the extent necessary to maintain the
      percent equity interest represented by the warrants immediately prior to
      any such rights offering).  The warrants shall in no event
      contain other terms and provisions less favorable to the Allen Entities
      than the terms and provisions of any other warrants or similar rights to
      be issued under the
Plan.

                  


          

        

      

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      ANNEX
A

       

      DEFINED
TERMS

       

      “Administrative Expense
Claim” means a Claim for costs and expenses of administration of the
Estates under sections 503(b), 507(b) or 1114(e)(2) of the Bankruptcy Code,
including: (a) the actual and necessary costs and expenses incurred after the
Petition Date of preserving the Estates and operating the businesses of the
Debtors; (b) Allowed Claims of retained professionals in the Chapter 11 Cases;
and (c) all fees and charges assessed against the Estates under chapter 123 of
title 28 of the United States Code, 28 U.S.C. §§ 1911-1930.

       

      “Affiliate” is as
defined in section 101(2) of the Bankruptcy Code.

       

      “Allowed” means with
respect to any Claim, except as otherwise provided herein: (a) a Claim that is
scheduled by the Debtors in their Schedules as neither disputed, contingent nor
unliquidated, and as to which the Debtors or other party in interest have not
filed an objection by the Claims Objection Bar Date; (b) a Claim that either is
not a Disputed Claim or has been Allowed by a Final Order; (c) a Claim that is
Allowed (i) pursuant to the Plan, (ii) in any stipulation that is approved by
the Bankruptcy Court or (iii) pursuant to any contract, instrument, indenture or
other agreement entered into or assumed in connection herewith; (d) a Claim
relating to a rejected Executory Contract or Unexpired Lease that either (i) is
not a Disputed Claim or (ii) has been Allowed by a Final Order; (e) a Claim that
is Allowed pursuant to the terms of the Plan; or (f) a Disputed Claim as to
which a proof of Claim has been timely filed and as to which no objection has
been filed by the Claims Objection Bar Date.

       

      “Bankruptcy Court”
means the United States Bankruptcy Court.

       

      “Causes of Action”
means all actions, causes of action, Claims, liabilities, obligations, rights,
suits, debts, damages, judgments, remedies, demands, setoffs, defenses,
recoupments, crossclaims, counterclaims, third party claims, indemnity claims,
contribution claims or any other claims disputed or undisputed, suspected or
unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate,
existing or hereafter arising, in law, equity or otherwise, based in whole or in
part upon any act or omission or other event occurring prior to the Petition
Date or during the course of the Chapter 11 Cases, including through the
Effective Date.

      


      “CC VIII Preferred”
means the Class A preferred units of CC VIII, LLC.

      


      “CCH” means Charter
Communications Holdings, LLC.

       

      “CCH Notes”
means:

       

      
        	
                (a)  

              	
                the
      9.625% Senior Notes of CCH and Holdings Capital Corp due November 15, 2009
      issued pursuant to the Indenture, dated as of May 15, 2001, among CCH
      and Holdings Capital Corp, as issuers, and BNY Midwest Trust Company, as
      trustee;

              


      

       

      
        	
                (b)  

              	
                the
      9.92% Senior Discount Notes of CCH and Holdings Capital Corp due April 1,
      2011 issued pursuant to the Indenture, dated as of March 17, 1999,
      among CCH and Holdings Capital Corp., as issuers, Marcus Cable Holdings,
      LLC, as guarantor, and Harris Trust and Savings Bank, as
      trustee;

              


      

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (c)  

              	
                the
      10.00% Senior Notes of CCH and Holdings Capital Corp due April 1, 2009
      issued pursuant to the Indenture, dated as of January 12, 2000, among
      CCH and Holdings Capital Corp., as issuers, and Harris Trust and Savings
      Bank, as trustee;

              


      

       

      
        	
                (d)  

              	
                the
      10.00% Senior Notes of CCH and Holdings Capital Corp due May 15, 2011
      issued pursuant to the Indenture, dated as of May 15, 2001, among CCH
      and Holdings Capital Corp., as issuers, and BNY Midwest Trust Company, as
      trustee;

              


      

       

      
        	
                (e)  

              	
                the
      10.25% Senior Notes of CCH and Holdings Capital Corp due January 15, 2010
      issued pursuant to the Indenture, dated as of January 12, 2000, among
      CCH and Holdings Capital Corp., as issuers, and Harris Trust and Savings
      Bank, as trustee;

              


      

       

      
        	
                (f)  

              	
                the
      10.75% Senior Notes of CCH and Holdings Capital Corp due October 1, 2009
      issued pursuant to the Indenture, dated as of January 10, 2001, among
      CCH and Holdings Capital Corp., as issuers, and BNY Midwest Trust Company,
      as trustee;

              


      

       

      
        	
                (g)  

              	
                the
      11.125% Senior Notes of CCH and Holdings Capital Corp due January 15, 2011
      issued pursuant to the Indenture, dated as of January 10, 2001, among
      CCH and Holdings Capital Corp., as issuers, and BNY Midwest Trust Company,
      as trustee;

              


      

       

      
        	
                (h)  

              	
                the
      11.75% Senior Discount Notes of CCH and Holdings Capital Corp due January
      15, 2010 issued pursuant to the Indenture, dated as of January 12,
      2000, among CCH and Holdings Capital Corp, as issuers, and Harris Trust
      and Savings Bank, as trustee;

              


      

       

      
        	
                (i)  

              	
                the
      11.75% Senior Discount Notes of CCH and Holdings Capital Corp due May 15,
      2011 issued pursuant to the Indenture, dated as of May 15, 2001,
      among CCH and Holdings Capital Corp., as issuers, and BNY Midwest Trust
      Company, as trustee;

              


      

       

      
        	
                (j)  

              	
                the
      12.125% Senior Discount Notes of CCH and Holdings Capital Corp due January
      15, 2012 issued pursuant to the Indenture, dated as of January 14,
      2002, among CCH and Holdings Capital Corp, as issuers, and BNY Midwest
      Trust Company, as trustee; and

              


      

       

      
        	
                (k)  

              	
                the
      13.50% Senior Discount Notes of CCH and Holdings Capital Corp. due January
      15, 2011 issued pursuant to the Indenture, dated as of January 10,
      2001, among CCH and Holdings Capital Corp., as issuers, and BNY Midwest
      Trust Company, as trustee.

              


      

       

      “CCH I Notes” means
the 11.00% Senior Secured Notes of CCH I, LLC and CCH I Capital Corp. due 2015
issued pursuant to the Indenture, dated as of September 28, 2005, among CCH
I, LLC and CCH I Capital Corp., as issuers, CCH, as parent guarantor, and The
Bank of New York Trust Company, N.A., as trustee.

       

      “CCH II Notes”
means:

       

      
        	
                (a)  

              	
                the
      10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due
      2010 issued pursuant to the Indenture, dated as of September 23,
      2003, among CCH II, LLC and CCH II Capital Corp., as issuers,
      and Wells Fargo Bank, N.A., as
trustee;

              


      

       

      
        	
                (b)  

              	
                the
      10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due
      2010 issued pursuant to the First Supplemental Indenture, dated as of
      January 30, 2006, among CCH II, LLC and CCH II Capital Corp., as
      issuers, and Wells Fargo Bank, N.A., as
trustee;

              


      

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                (c)  

              	
                the
      10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due
      2010 issued pursuant to the Second Supplemental Indenture, dated as of
      September 14, 2006, among CCH II, LLC and CCH II Capital Corp.,
      as issuers, and Wells Fargo Bank, N.A., as
  trustee;

              


      

       

      
        	
                (d)  

              	
                the
      10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due
      2013 issued pursuant to the Indenture, dated as of September 14,
      2006, among CCH II, LLC and CCH II Capital Corp., as issuers,
      CCH, as parent guarantor, and The Bank of New York Trust Company,
      N.A., as trustee; and

              


      

       

      
        	
                (e)  

              	
                the
      10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due
      2013 issued pursuant to the First Supplemental Indenture, dated as of July
      2, 2008, among CCH II, LLC and CCH II Capital Corp., as issuers,
      CCH, as parent guarantor, and The Bank of New York Mellon Trust
      Company, N.A., as trustee.

              


      

       

      “CCHC” means CCHC,
LLC.

       

      “CCHC Note” means the
14% Subordinated Accreting Note, dated as of October 31, 2005, issued by
CCHC in favor of CII.

       

      “CCI Notes”
means:

       

      
        	
                (a)  

              	
                the
      5.875% Convertible Senior Notes of CCI due 2009 issued pursuant to the
      Indenture, dated as of November 22, 2004, among CCI and Wells Fargo
      Bank, N.A., as trustee; and

              


      

       

      
        	
                (b)  

              	
                the
      6.50% Convertible Senior Notes of CCI due 2027 issued pursuant to the
      Indenture, dated as of October 2, 2007, among CCI and The Bank of
      New York Trust Company, N.A., as
trustee.

              


      

       

      “CCO” means Charter
Communications Operating, LLC.

       

      “CCO Credit Facility”
means the Amended and Restated Credit Agreement, dated as of March 18,
1999, as amended and restated on March 6, 2007, among CCO, CCO Holdings,
LLC, the several banks and other financial institutions or entities from time to
time parties thereto, J.P. Morgan Chase Bank, N.A., as administrative agent,
J.P. Morgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents,
Citicorp North America, Inc., Deutsche Bank Securities Inc., General Electric
Capital Corporation and Credit Suisse Securities (USA) LLC, as revolving
facility co-documentation agents, and Citicorp North America, Inc., Credit
Suisse Securities (USA) LLC, General Electric Capital Corporation and Deutsche
Bank Securities Inc., as term facility co-documentation agents.

       

      “CCO Notes”
means:

       

      
        	
                (a)  

              	
                the
      8% Senior Second Lien Notes of CCO and CCOC due April 30, 2012 and the 8
      3/8% Senior Second Lien Notes of CCO and CCOC due April 30, 2014 issued
      pursuant to the Indenture, dated as of April 27, 2004, among CCO and
      CCOC, as issuers, each of the guarantors from time to time party thereto,
      as guarantors, and Wells Fargo Bank, N.A., as trustee;
  and

              


      

       

      
        	
                (b)  

              	
                the
      10.875% Senior Second Lien Notes of CCO and CCOC due September 15, 2014
      issued pursuant to the Indenture, dated as of March 19, 2008, among
      CCO and CCOC, as issuers, each of the guarantors from time to time party
      thereto, as guarantors, and Wilmington Trust Company, as
      trustee.

              


      

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

      “CCO Swap Agreements”
means interest rate swaps entered into under ISDA Master Agreements with
counterparties who were at the time of the relevant transaction lenders or
affiliates of under the CCO Credit Facility and which constitute Specified Hedge
Agreements under the CCO Credit Facility that share in the collateral pledged to
the CCO Credit Facility lenders.

       

      “CCOC” means Charter
Communications Operating Capital Corp.

       

      “CCOH Credit Facility”
means the Credit Agreement, dated as of March 6, 2007, among CCO Holdings,
LLC, the several banks and other financial institutions or entities from time to
time parties thereto, Bank of America, N.A., as administrative agent, Banc of
America Securities LLC and J.P. Morgan Securities Inc., as co-syndication
agents, and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC
and Deutsche Bank Securities Inc., as co-documentation agents.

       

      “CCOH Notes” means the
8.75% Senior Notes of CCO Holdings, LLC and CCO Holdings Capital Corp. due
November 15, 2013 issued pursuant to the Indenture, dated as of
November 10, 2003, among CCO Holdings, LLC and CCO Holdings Capital Corp.,
as issuers, and Wells Fargo Bank, N.A., as trustee.

       

      “Chapter 11 Cases”
mean (a) when used with reference to a particular Debtor, the chapter 11 case to
be filed for that Debtor under chapter 11 of the Bankruptcy Code in the
Bankruptcy Court and (b) when used with reference to all Debtors, the
procedurally consolidated chapter 11 cases for all of the Debtors.

       

      “CIH” means CCH I
Holdings, LLC.

       

      “CIH Capital” means
CCH I Holdings Capital Corporation.

       

      “CIH Notes” means the
following notes issued pursuant to the Indenture, dated as of September 28,
2005, among CIH and CIH Capital, as issuers, CCH, as parent guarantor, and The
Bank of New York Trust Company, N.A., as trustee:

       

      
        	
                (a)  

              	
                9.920%
      Senior Accreting Notes of CIH and CIH Capital due April 1,
      2014;

              


      

       

      
        	
                (b)  

              	
                10.00%
      Senior Accreting Notes of CIH and CIH Capital due May 15,
      2014;

              


      

       

      
        	
                (c)  

              	
                11.125%
      Senior Accreting Notes of CIH and CIH Capital due January 15,
      2014;

              


      

       

      
        	
                (d)  

              	
                11.75%
      Senior Accreting Notes of CIH and CIH Capital due May 15,
      2014;

              


      

       

      
        	
                (e)  

              	
                12.125%
      Senior Accreting Notes of CIH and CIH Capital due January 15, 2015;
      and

              


      

       

      
        	
                (f)  

              	
                13.50%
      Senior Accreting Notes of CIH and CIH Capital due January 15,
      2014.

              


      

       

      “Claim” means any
claim against a Debtor as defined in section 101(5) of the Bankruptcy
Code.

       

      “Claims Objection Bar
Date” means, for each Claim,
the later of (a) 180 days after the Effective Date and (b) such other period of
limitation as may be specifically fixed by an order of the Bankruptcy Court for
objecting to such Claims.

       

      “Confirmation” means
the entry of the Confirmation Order on the docket of the Chapter 11 Cases,
subject to all conditions specified having been satisfied or
waived.

       

      “Confirmation Date”
means the date upon which the Bankruptcy Court enters the Confirmation Order on
the docket of the Chapter 11 Cases.

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       

      “Confirmation Order”
means the order of the Bankruptcy Court confirming the Plan pursuant to, among
others, section 1129 of the Bankruptcy Code.

       

      “Consummation” means
the occurrence of the Effective Date.

       

      “Creditor” means any
holder of a Claim.

       

      “D&O Liability Insurance
Policies” mean all insurance policies for directors and officers’
liability maintained by the Debtors as of the Petition Date.

       

      “Debtor” means one of
the Debtors, in its individual capacity as a debtor and debtor in possession in
the Chapter 11 Cases.

       

      “Disclosure Statement”
means the disclosure statement for the Plan, as amended, supplemented or
modified from time to time, that is prepared and distributed in accordance with
sections 1125, 1126(b) and 1145 of the Bankruptcy Code, Bankruptcy Rule 3018 and
other applicable law.

       

      “Disputed Claim”
means, with respect to any Claim, any Claim that is not yet Allowed pursuant to
this Term Sheet.

      


      “Effective Date” means
the date that all conditions to the effectiveness of the Plan have been
satisfied or waived.

       

      “Equity Threshold”
means, at all times, (i) the Allen Entities shall have the power, directly or
indirectly, to vote or direct the voting of Interests having at least 35%
(determined on a fully diluted basis) of the ordinary voting power for the
management of CCO, (ii) there shall be no consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any “person” or “group” (as such terms are used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other than the Allen
Entities has the power, directly or indirectly, to vote or direct the voting of
Interests having more than 35% (determined on a fully diluted basis) of the
ordinary voting power for the management of CCO, unless the Allen Entities has
the power, directly or indirectly, to vote or direct the voting of Interests
having a greater percentage (determined on a fully diluted basis) of the
ordinary voting power for the management of the CCO than such “person” or
“group” and (iii) there shall be no consummation of any transaction (including,
any merger or consolidation) the result of which is that any “Section 13 Person”
other than Mr. Allen or a “Related Party” becomes the “Beneficial Owner,”
directly or indirectly, of more than 35% of the “Voting Stock” of issuer or a
“Parent,” measured by voting power rather than number of shares, unless Mr.
Allen or a “Related Party” “Beneficially Owns,” directly or indirectly, a
greater percentage of “Voting Stock” of issuer or such “Parent,” as the case may
be,  measured by voting power rather than number of shares, than such
“Section 13 Person” (as such terms are defined in the indentures governing the
CCO Notes and CCOH Indenture and the CCOH Credit Facility).

       

      “Estate” means, as to
each Debtor, the estate created for the Debtor in its Chapter 11 case pursuant
to section 541 of the Bankruptcy Code.

       

      “Exchange Agreement”
means the exchange agreement, dated as of November 12, 1999, by and among CCI,
CII and Vulcan Cable III Inc, as amended.

       

      “Executory Contract”
means a contract or lease to which one or more of the Debtors is a party that is
subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy
Code.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      “Exculpated Parties”
means the Debtors and each party who signs a plan support agreement, and each of
their respective members, officers, directors, agents, financial advisors,
attorneys, employees, partners, Affiliates and representatives.

       

      “Fees” means the
reasonable fees, costs or charges provided for under the applicable
agreement.

       

      “Final Order” means an
order or judgment of the Bankruptcy Court, or other court of competent
jurisdiction with respect to the subject matter, as entered on the docket in any
Chapter 11 Case or the docket of any court of competent jurisdiction, that has
not been reversed, stayed, modified or amended, and as to which the time to
appeal, or seek certiorari or move for a new trial, reargument or rehearing has
expired and no appeal or petition for certiorari or other proceedings for a new
trial, reargument or rehearing been timely taken, or as to which any appeal that
has been taken or any petition for certiorari that has been timely filed has
been withdrawn or resolved by the highest court to which the order or judgment
was appealed or from which certiorari was sought or the new trial, reargument or
rehearing shall have been denied, resulted in no modification of such order or
has otherwise been dismissed with prejudice.

       

      “General Unsecured
Claims” mean any and all Claims against any of the Debtors that are not
a/an (a) Administrative Expense Claim; (b) Priority Tax Claim; (c) Other
Priority Claim; (d) CCO Credit Facility Claim; (e) CCO Swap Agreement Claim; (f)
CCO Note Claim; (e) CCOH Credit Facility Claim; (f) CCOH Note Claim; (g)
Other Secured Claim; (h) CCH II Note Claim; (i) CCH I Note Claim; (j) CIH Note
Claim; (k) CCH Note Claim; (l) CCHC Note Claim; (m) Holdco Claim; (n) CCI Claim;
and (o) Intercompany Claim.

       

      “Holdco” means Charter
Communications Holding Company, LLC.

       

      “Holdco Notes”
means:

       

      
        	
                (a)  

              	
                the
      5.875% Mirror Convertible Senior Note of Holdco due November 16, 2009
      issued pursuant to the Holdco Mirror Notes Agreement, dated as of
      November 22, 2004, among CCI and Holdco;
  and

              


      

       

      
        	
                (b)  

              	
                the
      6.50% Mirror Convertible Senior Note of Holdco due October 1, 2027 issued
      pursuant to the Holdco Mirror Notes Agreement, dated as of October 2,
      2007, among CCI and Holdco.

              


      

       

      “Holdings Capital
Corp” means Charter Communications Holdings Capital
Corporation.

       

      “Impaired” means
Claims in an Impaired Class.

       

      “Impaired Class” means
an Impaired Class within the meaning of section 1124 of the Bankruptcy
Code.

       

      “Intercompany Claims”
mean any and all Claims of a Debtor against another Debtor.

       

      “Interest” means any:
(a) equity security in a Debtor, including all issued, unissued, authorized, or
outstanding shares of stock together with any warrants, equity-based awards, or
contractual rights to purchase or acquire such equity securities at any time and
all rights arising with respect thereto or (b) partnership, limited liability
company, or similar interest in a Debtor.

       

      “Key Executives” means
the Chief Financial Officer, Chief Marketing Officer, Chief Technical Officer,
General Counsel & Secretary, Chief Accounting Officer, Treasurer, SVP – IT,
SVP – Business 

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      Development,
SVP – Customer Operations, SVP – Media, President – West Division and President
– East Division.

       

      “Management Agreement”
means the Amended and Restated Management Agreement, dated as of June 19,
2003, between CCO and CCI.

       

      “Mutual Services
Agreement” means the Second Amended and Restated Mutual Services
Agreement, dated as of June 19, 2003, between CCI and Holdco.

       

      “Non-Released Parties”
means those entities (other than Releasing Parties) identified in the Plan
Supplement as Non-Released Parties.

      


      “Other Priority
Claims” mean any and all Claims accorded priority in right of payment
under section 507(a) of the Bankruptcy Code, other than a Priority Tax
Claim.

       

      “Other Secured Claims”
mean any secured Claim, other than CCO Credit Facility Claims, CCO Swap
Agreement Claims and CCOH Credit Facility Claims.

       

      “Petition Date” means
the date on which the Debtors file their voluntary petitions commencing cases in
the Bankruptcy Court under chapter 11 of the Bankruptcy Code.

       

      “Plan Supplement”
means the compilation of documents and forms of documents, schedules and
exhibits to be filed prior to the hearing at which the Bankruptcy Court
considers whether to confirm the Plan, as amended, supplemented or modified from
time to time in accordance with the terms hereof and the Bankruptcy Code and the
Bankruptcy Rules.

       

      “Plan Value” means
$665 million.

       

      “Post-Petition
Interest” means with respect to:

       

      
        	
                (a)  

              	
                the
      CCO Credit Facility, accrued and unpaid interest pursuant to the CCO
      Credit Facility from the Petition Date through the Effective Date at the
      non-default or default rate, as mutually agreed to by Debtors, the
      Requisite Holders and the Allen
Entities;

              


      

       

      
        	
                (b)  

              	
                the
      CCO Notes, accrued and unpaid interest pursuant to the applicable
      indenture from the Petition Date through the Effective Date at the
      non-default rate unless (1) otherwise mutually agreed to by the
      Debtors, the Requisite Holders and the Allen Entities or (2) the
      Bankruptcy Court orders otherwise;

              


      

       

      
        	
                (c)  

              	
                the
      CCOH Credit Facility, accrued and unpaid interest pursuant to the CCOH
      Credit Facility from the Petition Date through the Effective Date at the
      non-default rate unless (1) otherwise mutually agreed to by the
      Debtors, the Requisite Holders and the Allen Entities or (2) the
      Bankruptcy Court orders otherwise;

              


      

       

      
        	
                (d)  

              	
                the
      CCOH Notes, accrued and unpaid interest pursuant to the applicable
      indenture from the Petition Date through the Effective Date at the
      non-default rate unless (1) otherwise mutually agreed to by the
      Debtors, the Requisite Holders and the Allen Entities or (2) the
      Bankruptcy Court orders otherwise;

              


      

       

      
        	
                (e)  

              	
                Other
      Secured Claims, interest accruing on such Claims from the Petition Date
      through the Effective Date at the rate set forth in the contracts or other
      applicable documents giving rise to


              


      

       

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                   

                	
                  such
      Claims (to the extent lawful) or, if the applicable instruments do not
      specify a rate of interest, at the federal judgment rate as provided for
      in 28 U.S.C. § 1961 as in effect on the Petition Date;
      and

                


        

         

      

      
        	
                (f)  

              	
                the
      CCH II Notes, accrued and unpaid interest pursuant to the applicable
      indenture from the Petition Date through the Effective Date at the
      non-default rate unless (1) otherwise mutually agreed to by the
      Debtors, the Requisite Holders and the Allen Entities or (2) the
      Bankruptcy Court orders otherwise.

              


      

       

      For the
avoidance of doubt, except as required under applicable non-bankruptcy law,
Post-Petition Interest will not be paid on Allowed Administrative Expense Claims
(including professional fee Claims).

       

      “Priority Tax Claims”
mean any and all Claims of a governmental unit of the kind specified in section
507(a)(8) of the Bankruptcy Code.

       

      “Releasing Parties”
means the Debtors and the parties who sign plan support agreements.

       

      “Record Date” means a
date prior to the date chosen by CCI on which the Rights Offering shall
commence, which record date shall be reasonably satisfactory to the Debtors and
the Requisite Holders.

       

      “Reorganized Company”
means CCI after the Effective Date.

       

      “Reorganized Debtors”
means, collectively, the Debtors after the Effective Date.

       

      “Section 510(b)
Claims” means any Claim arising from rescission of a purchase or sale of
security (including any Interest) of the Debtors, for damages arising from the
purchase or sale of such a security, or for reimbursement or contribution
allowed under section 502 of the Bankruptcy Code on account of such a Claim,
shall be subordinated to all Claims or Interests that are senior to or equal the
Claim or Interest represented by such security, except that if such security is
common stock, such Claim has the same priority as common stock.

       

      “Unimpaired” means
Claims in an Unimpaired Class.

       

      “Unimpaired Class”
means an unimpaired Class within the meaning of section 1124 of the Bankruptcy
Code.

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


       

      ANNEX
B

       

      TERMS
OF NEW CCH II INDENTURE

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      
	
                                    Issuers

                                  	 
      	
                                    CCH II,
      LLC and CCH II Capital Corp.

                                  
	 
      	 
      	 
      
	
                                    Amount

                                  	 
      	
                                    $1.477
      billion (plus accrued but unpaid interest to the Petition Date plus
      Post-Petition Interest (in each case unless paid in cash) on exchanged CCH
      II Notes, but excluding any call premiums or any prepayment penalties)
      plus $85 million for the New CCH II
      $85M Note.

                                  
	 
      	 
      	 
      
	
                                    Maturity

                                  	 
      	
                                    Seven
      years

                                  
	 
      	 
      	 
      
	
                                    Interest

                                  	 
      	
                                    Interest
      will accrue from and including the settlement date and will be payable in
      cash semi-annually, in arrears, on February 15 and August 15 of each year,
      beginning on February 15, 2010.

                                  
	 
      	 
      	 
      
	
                                    Interest
      Rate

                                  	 
      	
                                    The
      per annum interest rate on the New CCH II Notes will be
      13.5%.

                                  
	 
      	 
      	 
      
	
                                    Ranking

                                  	 
      	
                                    The
      New CCH II Notes will be the senior unsecured obligations of
      CCH II and will rank pari passu to all of CCH II’s existing and
      future unsecured senior indebtedness.

                                  
	 
      	 
      	 
      
	
                                    Guarantee

                                  	 
      	
                                    CCI
      and/or any other parent company may, at the option of such parties,
      guarantee the New CCH II Notes.

                                  
	 
      	 
      	 
      
	
                                    Optional
      Redemption

                                  	 
      	
                                    CCH II
      may redeem, at its option, the New CCH II Notes in whole or in part
      from time to time beginning on the third anniversary of the issuance
      thereof at par plus 1/2 of coupon dropped down to 1/4 and 1/8 annually
      thereafter.  Prior to then, CCH II can be redeemed via a
      make-whole (T+50) and equity clawback (up to 35%), excluding any equity
      issuance associated with the Financing Transactions.

                                  
	 
      	 
      	 
      
	
                                    Financial
      Reporting

                                  	 
      	
                                    The
      financial reporting shall be satisfied by the filings of CCI or another
      parent company, to the extent such filings do not reflect the financials
      or assets of other material operations.

                                  
	 
      	 
      	 
      
	
                                    Change
      of Control

                                  	 
      	
                                    Upon
      the occurrence of a Change of Control, each holder of the New CCH II
      Notes will have the right to require CCH II to repurchase all or any
      part of that holder’s New CCH II Notes at a repurchase price equal to
      101% of the aggregate principal amount of the New CCH II Notes
      repurchased plus accrued and unpaid interest thereon, if any, to the date
      of purchase.  Change of Control shall be standard HY with a
      trigger at 50.1%.  The Committee Members shall be “Related
      Persons” (i.e.,
      do not count towards 50.1%) (carve out for Paul Allen as
      well).  Current clause (6) (maintaining holding company
      structure) will be removed.

                                     

                                  
	
                                    Restrictive
      Covenants

                                  	 
      	
                                    The
      indenture shall contain the following covenants substantially similar to
      current CCH II 2013 (September 2006) indenture as follows with the
      leverage ratio indicated.

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              	
                       

                    	 
      	
                      Restrictions
      on the ability of CCH II and CCH II’s restricted subsidiaries
      to: (1) incur indebtedness; (2) create liens; (3) pay
      dividends or make distributions in respect of capital stock and other
      restricted payments; (4) make investments; (5) sell assets;
      (6) create restrictions on the ability of restricted subsidiaries to
      make certain payments; (7) enter into transactions with affiliates;
      or (8) consolidate, merge or sell all or substantially all
      assets.  However, such covenants will be subject to a number of
      important qualifications and exceptions including, without limitation,
      provisions allowing CCH II and its restricted subsidiaries, as long
      as CCH II’s leverage ratio is not greater than 5.75 to 1.0, to
      incur additional indebtedness and make
  investments.

                    


            

          

        

      

      
        
          
            
              
                
                  
                  

                

              

            

          

        

      

      
        
          
            	 	 	 
	
                    Events
      of Default

                  	 
      	
                    The
      events of default will be substantially similar as those contained in the
      current CCH II notes.

                  
	 
      	 
      	 
      
	
                    Debt
      Incurrence

                  	 
      	
                    For
      the avoidance of doubt, the indenture will confirm the fact that the
      credit facility debt was incurred as ratio debt.

                  
	 
      	 
      	 
      
	
                    Restricted
      Payments

                  	 
      	
                    RPs
      shall be reset at emergence and will build per 2006
      indenture.  COD income is excluded from any calculation of RPs
      and will start at $500 million.  Existing carve outs remain and
      carve out for preferred stock issued in the Financing Transactions
      dividends to be added.

                  
	 
      	 
      	 
      
	
                    Securities
      Act

                  	 
      	
                    The
      New CCH II Notes shall be issued under 4(2) for committee members (such
      holders will sell under Rule 144A or Rule 144) and 1145 for non-committee
      members. Customary registration rights for holders of 4(2) securities to
      be granted.

                  
	 
      	 
      	 
      


          

        

      

       

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

       

      ANNEX
C

       

      


       

      ROLLOVER
COMMITMENT PARTIES AND COMMITMENT AMOUNTS

       

      


       

      


       

      (Previously
provided)

       

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      ANNEX
D

       

      


       

      NEW
DEBT COMMITMENT PARTIES AND COMMITMENT AMOUNTS

       

      


       

      (Previously
provided)

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      
 

       

      ANNEX
E

       

      


       

      EQUITY
BACKSTOP PARTIES AND COMMITMENT AMOUNTS

       

      


       

      (Previously
provided)

       

      


       

      


       

      
        
          
          

        

        
          34