ex10.htm


    
      RESTRUCTURING
AGREEMENT

       

      This
RESTRUCTURING AGREEMENT (this “Agreement”) is made
and entered into as of February 11, 2009 by and between the following
parties:

       

      (a)           Paul
G. Allen (the
“Undersigned
Holder”);

       

      (b)           Charter
Investment, Inc. (“CII”);
and

       

      (c)           Charter
Communications, Inc., a Delaware corporation (“CCI” or the “Company” and the
Undersigned Holder, CII and the Company, each, a “Party”, and
collectively, the “Parties”).

       

      RECITALS

       

      WHEREAS, the Company has
determined that a restructuring of certain of its obligations is in the best
interests of its stakeholders;

       

      WHEREAS, other holders of certain claims under
that certain 11% Senior Notes Indenture dated as of September 28, 2005
(each, a “Consenting
11% Old Senior Note Holder”), by and between CCH I, LLC and CCH I Capital
Corp., as issuers, Charter Communications Holdings, LLC, as parent guarantor,
and The Bank of New York Trust Company, N.A., as trustee (the “11% Indenture”),
each of whom are unaffiliated parties, are party to other restructuring
agreements with the Company;

       

      WHEREAS, other holders of
certain claims under that certain 11% Senior Notes Indenture dated as of
September 14, 2006 (each, a “Consenting 11% New Senior
Note Holder”), by and between CCH I, LLC and CCH I Capital Corp., as
issuers, Charter Communications Holdings, LLC, as parent guarantor, and The Bank
of New York Trust Company, N.A., as trustee (the “11% Supplemental
Indenture”), each of whom are unaffiliated parties, are party to other
restructuring agreements with the Company;

       

      WHEREAS, other holders of
certain claims under that certain 10.25% Senior Notes Indenture dated as of
September 14, 2006 (each, a “Consenting 10.25% Old Senior
Note Holder”), by and between CCH II, LLC and CCH II Capital Corp., as
issuers, Charter Communications Holdings, LLC, as parent guarantor, and The Bank
of New York Trust Company, N.A., as trustee (the “10.25% Indenture”),
each of whom are unaffiliated parties, are party to other restructuring
agreements with the Company;

       

      WHEREAS, other holders of
certain claims under that certain 10.25% Senior Notes Supplemental Indenture
dated as of July 2, 2008 (each, a “Consenting 10.25% New Senior
Note Holder” and together with the Undersigned Holder, the Consenting 11%
Old Senior Note Holders, the Consenting 11% New Senior Note Holders and the
Consenting 10.25% Old Senior Note Holders, the “Consenting Holders”),
between CCH II, LLC and CCH II Capital Corp., as issuers, Charter Communications
Holdings, LLC, as parent guarantor, and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “Supplemental 10.25%
Indenture” and together with the 11% Indenture, the 11% Supplemental
Indenture and the 10.25% Indenture, the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Indentures”), each of
whom are unaffiliated parties, are party to other restructuring agreements with
the Company;

       

      WHEREAS,
each Consenting Holder is the holder of a claim, as defined in section 101(5) of
the Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy
Code”) arising out of, or related to the 11% Indenture and/or the
11% Supplemental Indenture (each, a “11% Senior
Note Claim”) and/or the 10.25% Indenture and/or the 10.25% Supplemental
Indenture (each, a “10.25%
Senior Note Claim” and together with the 11% Senior Note Claims, the
“Charter Claims”);

       

      WHEREAS,
the Parties now desire to implement a financial restructuring (the “Restructuring”)
of the Company and the Debtors (as defined in the Term Sheet (as defined below))
on the terms and conditions set forth in the term sheet (including all exhibits
and financing commitments referenced therein, the “Term
Sheet”) attached hereto as Exhibit
1;1

       

      WHEREAS,
the Parties intend to implement the Restructuring through a confirmed joint plan
of reorganization, consistent in all material respects with the terms and
conditions set forth in this Agreement, the Term Sheet and the joint plan of
reorganization contemplated thereby (as the same may be amended from time to
time in accordance with the terms of this Agreement, the “Plan”),
for the Debtors in voluntary cases (the “Chapter
11 Cases”) to be commenced by the Debtors by jointly filing petitions
(the “Petitions”)
under chapter 11 of the Bankruptcy Code (the date of that event being the “Petition
Date”) in the United States Bankruptcy Court (the “Bankruptcy
Court”);

       

      WHEREAS, the Parties have
engaged in good faith negotiations with the objective of reaching an agreement
with regard to restructuring the outstanding claims of, and interests in, the
Company in accordance with the terms set forth in this Agreement and the Term
Sheet;

       

      WHEREAS, each Party has
reviewed, or has had the opportunity to review, this Agreement and the Term
Sheet with the assistance of professional legal advisors of its own
choosing;

       

      WHEREAS, each Consenting
Holder desires to support and vote to accept the Plan and may enter into an
agreement with the Company substantially similar in form and substance to this
Agreement;

       

      WHEREAS, the Company desires
to obtain the commitment of the Consenting Holders to support and vote to accept
the Plan, in each case subject to the terms and conditions set forth herein and
in the other restructuring agreements to which the other Consenting Holders are
party; and

       

      WHEREAS, subject to the
execution of definitive documentation and appropriate approvals by the
Bankruptcy Court of the Plan and the associated disclosure statement (as the
same may be amended from time to time, the “Disclosure
Statement”), each of which, including 

       

       

      
        
          

        

      

      
        
          
            	
                    1

                  	
                    Capitalized
      terms not otherwise defined herein shall have the meaning ascribed to them
      in the Term Sheet.

                  


          

           

        

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      as
amended, shall be consistent with the Term Sheet, the following sets forth the
agreement between the Parties concerning their respective
obligations.

       

      AGREEMENT

       

      NOW THEREFORE, in
consideration of the promises and the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:

       

      1.         Term
Sheet.

       

      The
Term Sheet is incorporated by reference herein and is made part of this
Agreement as if fully set forth herein.  The general terms and
conditions of the Restructuring are set forth in the Term Sheet; provided,
however,
that the Term Sheet is supplemented by the terms and conditions of this
Agreement.  In the event of any inconsistencies between the terms of
this Agreement and the Term Sheet, the Term Sheet shall govern.

       

      2.         Effectuating the
Restructuring.

       

      To
implement the Term Sheet, the Parties have agreed, on the terms and conditions
set forth herein, that the Company shall use its commercially reasonable best
efforts to:

       

      
        	
                 
      

              	
                (a)

              	
                solicit
      the requisite acceptances of the Plan (i) in accordance with section
      1125 of the Bankruptcy Code; and (ii) if solicited after the Chapter 11
      Cases have commenced, the Bankruptcy Court has approved the
      Disclosure Statement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                move
      the Bankruptcy Court to confirm the Plan as expeditiously as practicable
      under the Bankruptcy Code, including under section 1129(b) thereof, the
      Federal Rules of Bankruptcy Procedure and the Bankruptcy Court’s local
      rules (the federal and local rules being the “Bankruptcy
      Rules”); and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                consummate
      the Plan;

              


      

       

      provided,
however,
that the form and substance of the Plan (including any Plan Supplement filed in
connection therewith) and the Disclosure Statement shall be consistent in all
material respects with the Term Sheet.

      


      3.         Commitments of the
Undersigned Holder Under this Agreement and the Term Sheet.

       

      (a)           Voting
by Undersigned Holder.

       

      As
long as a Termination Event (as defined herein) has not occurred, or has
occurred but has been duly waived or cured in accordance with the terms hereof,
the Undersigned Holder agrees for itself that, so long as it is the legal owner,
beneficial owner and/or 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      the
investment advisor or manager of or with power and/or authority to bind any
Charter Claims and has been properly solicited pursuant to sections 1125 and
1126 of the Bankruptcy Code, it shall timely vote its Charter Claims (and not
revoke or withdraw its vote) to accept the Plan, subject to the proviso in
Section 2 hereof.

       

      (b)           Support
of Plan.

       

      As
long as a Termination Event has not occurred, or has occurred but has been duly
waived or cured in accordance with the terms hereof, the Undersigned Holder,
agrees for itself that, so long as it remains the legal owner, beneficial owner
and/or the investment advisor or manager of or with power and/or authority to
bind any Charter Claims, subject to the proviso in Section 2 hereof, by having
executed and become party to this Agreement, it will:

       

      
        	
                 
      

              	
                i.

              	
                from
      and after the date hereof not directly or indirectly seek, solicit,
      support or vote in favor of any other plan, sale, proposal or offer of
      dissolution, winding up, liquidation, reorganization, merger or
      restructuring of the Company that could reasonably be expected to prevent,
      delay or impede the Restructuring of the Company as contemplated by the
      Term Sheet, the Plan or any other document filed with the Bankruptcy Court
      in furtherance of confirming the
Plan;

              


      

       

      
        	
                 
      

              	
                ii.

              	
                agree
      to permit disclosure in the Disclosure Statement and any filings by the
      Company with the Securities and Exchange Commission of the contents of
      this Agreement; provided
      that the amount of the Charter Claims held by the Undersigned Holder shall
      be disclosed only to the Company and shall not be disclosed by the Company
      to any other person or entity;

              


      

       

      
        	
                 
      

              	
                iii.

              	
                cooperate
      with the Company to secure consents, approvals or waivers required to be
      obtained from governmental authorities in connection with the Plan with
      respect to the transfer or change in control of Franchises (as defined in
      the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et
      seq.), licenses and permits; provided
      that the Company shall reimburse the Undersigned Holder for all reasonable
      out-of-pocket expenses incurred in connection with this Section 3(b)(iii);
      and

              


      

       

      
        	
                 
      

              	
                iv.

              	
                forbear from
      exercising, directly or indirectly, any right to accelerate or commence
      any action to collect indebtedness outstanding under
      any indenture to which the Company and/or any of its subsidiaries (each, a
      “Company
      Indenture”)
      is a party or to file or join in an involuntary petition for relief under
      the Bankruptcy Code against the Company based upon the failure to pay any
      such
indebtedness.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      As
long as a Termination Event has not occurred, or has occurred but has been duly
waived or cured in accordance with the terms hereof, the Company and the
Undersigned Holder, so long as it is the legal owner, beneficial owner and/or
the investment advisor or manager of or with power and/or authority to bind any
Charter Claim, further agree that they shall not:

       

      
        	
                 
      

              	
                i.

              	
                object
      to or otherwise commence any proceeding opposing any of the terms of this
      Agreement, the Term Sheet, the Disclosure Statement or the Plan; or
      

              


      

       

      
        	
                 
      

              	
                ii.

              	
                take
      any action that is inconsistent with, or that would delay approval of the
      Disclosure Statement or Confirmation of the
  Plan.

              


      

       

      (c)           Transfer
of Claims, Interests and Securities.

       

      The
Undersigned Holder hereby agrees, for so long as this Agreement shall remain in
effect (such period, the “Restricted Period”),
not to sell, assign, transfer, hypothecate or otherwise dispose of, directly or
indirectly (each such transfer, a “Transfer”), all or
any of its Charter Claims (or any right related thereto and including any voting
rights associated with such Charter Claims), unless the transferee thereof
(a) agrees in an enforceable writing to assume and be bound by this Agreement
and the Term Sheet, and to assume the rights and obligations of the Undersigned
Holder under this Agreement and (b) promptly delivers such writing to the
Company (each such transferee becoming, upon the Transfer, an Undersigned Holder
hereunder).  The Company shall promptly acknowledge any such Transfer
in writing and provide a copy of that acknowledgement to the
transferor.  By its acknowledgement of the relevant Transfer, the
Company shall be deemed to have acknowledged that its obligations to the
Undersigned Holder hereunder shall be deemed to constitute obligations in favor
of the relevant transferee as an Undersigned Holder hereunder.  Any
sale, transfer or assignment of any Relevant Claim (as defined below) that does
not comply with the procedure set forth in the first sentence of this Subsection
3(c) shall be deemed void ab
initio.  To extent permitted by law, the Undersigned Holder
shall be permitted to Transfer Class A Common Stock of the Company so long as an
ownership change under section 382 of the Internal Revenue Code would not occur
as a result of the Transfer.  Notwithstanding any order establishing
certain notice periods with respect to monitoring transfers of Class A Common
Stock, upon request of the Undersigned Holder the Company shall promptly (to the
fullest extent permitted by any such order) evaluate and notify the Undersigned
Holder of whether it will consent to or waive certain restrictions with respect
to the proposed Transfer, which consent and/or waiver shall not be unreasonably
withheld.

       

      (d)           Further
Acquisition of Charter Claims.

       

      This
Agreement shall in no way be construed to preclude the Undersigned Holder or any
of its respective subsidiaries from acquiring additional Charter Claims; provided
that any such additional Charter Claims acquired by the Undersigned Holder or
any subsidiary thereof shall automatically be deemed to be subject to the terms
of this Agreement.  Upon the request of the Company, the Undersigned
Holder shall, in writing and within five (5) business days, 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      provide
an accurate and current list of all Charter Claims that it and any subsidiary
holds at that time, subject to any applicable confidentiality restrictions and
applicable law.

       

      (e)           Representation
of the Undersigned Holder’s holdings.

       

      The
Undersigned Holder represents that, as of the date hereof:

       

      
        	
                 
      

              	
                i.

              	
                CII
      is the legal owner, beneficial owner and/or the investment advisor or
      manager for the legal or beneficial owner of such Charter Claims set forth
      on its respective signature page (collectively, the “Relevant
      Claims”);

              


      

       

      
        	
                 
      

              	
                ii.

              	
                there
      are no Charter Claims of which CII is the legal owner, beneficial owner
      and/or investment advisor or manager for such legal or beneficial owner
      that are not part of CII’s Relevant Claims unless CII does not possess the
      full power to vote and dispose of such claims;
  and

              


      

       

      
        	
                 
      

              	
                iii.

              	
                CII
      has full power to vote, dispose of and compromise the aggregate principal
      amount of the Relevant Claims, subject to applicable securities
      laws.

              


      

       

      (f)           Representation
of Capacity.

       

      The
Undersigned Holder is executing this Agreement solely in his capacity as the
beneficial owner of claims against the Debtors and of equity interests in the
Debtors.  No covenant, agreement or understanding made by the
Undersigned Holder in this Agreement is made in his capacity as a chairperson or
director of CCI or shall prevent or in any way limit the Undersigned Holder from
taking any action or refraining from taking any action in his capacity as a
chairperson or director of CCI.

       

      4.         The Company’s
Responsibilities.

       

      (a)          
Bondholder
Support Agreements. 

       

      The
Company represents and warrants that it has entered into (or concurrently
herewith is entering into) binding restructuring, plan support or lock-up
agreements consistent in all material respects with the terms and provisions of
this Agreement and the Plan (“Bondholder Support
Agreements”) with:

       

      
        	
                 
      

              	
                i.

              	
                more
      than two thirds in amount of holders of claims arising out of, or related
      to, the 11% Senior Notes Indenture dated as of September 14, 2006 and
      the 11% Senior Notes of CCH I, LLC and CCH I Capital Corporation due 2015
      other than the Undersigned Holder or CII (the “CCH I Claims”,
      each holder of such a claim other than the Undersigned Holder or CII, a
      “CCH
      I Bondholder”), and

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                ii.

              	
                more
      than two thirds in principal amount of holders of claims held by the
      Committee (as defined in the Term Sheet) arising out of or related to the
      10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due 2010
      and the 10.25% Senior Notes of CCH II, LLC and CCH II Capital Corp. due
      2013 (the “CCH
      II Claims,” together with the CCH I Claims, the “Charter
      Claims”, and each holder of CCH II Claim a “CCH
      II Bondholder” and each CCH I Bondholder and each CCH II
      Bondholder, a “Charter
      Bondholder”),

              


      

       

      pursuant
to which, except as previously disclosed to the Undersigned Holder in writing,
each Charter Bondholder has agreed to be bound to a Bondholder Support Agreement
substantially similar to this Agreement, including without limitation, to be
bound by the substantially similar provisions set forth in Section 3(a), (b),
(c) (excluding the last sentence thereof), (d) and (e) above and Section 8
below.

       

      The Company
shall maintain in full force and effect and enforce each Bondholder Support
Agreement to the fullest extent possible and as long as this Agreement remains
in effect.

       

      The
Company shall give prompt written notice and description to the Undersigned
Holder of, in each case of which the Company has knowledge, (i) any
termination of a Bondholder Support Agreement, (ii) any breach by a Charter
Bondholder of a material provision of its Bondholder Support Agreement or the
Term Sheet and of any waiver or cure of such breach and (iv) if at any time
Bondholder Support Agreements are no longer in full force and effect with at
least two thirds in amount of holders of CCH I Claims or more than two thirds in
principal amount of holders of CCH II claims held by the Committee.

       

      (b)           Implementation
of Plan. 

       

      The
Company shall use its commercially reasonable best efforts to:

       

      
        	
                 
      

              	
                i.

              	
                effectuate
      and consummate the Restructuring on the terms described in the Term Sheet
      and the Plan;

              


      

       

      
        	
                 
      

              	
                ii.

              	
                commence
      the Chapter 11 Cases on or before April 1,
2009;

              


      

       

      
        	
                 
      

              	
                iii.

              	
                file
      the Plan and Disclosure Statement, consistent with the terms of the Term
      Sheet and reasonably acceptable to the Undersigned Holder, and implement
      all steps necessary and desirable to obtain from the Bankruptcy Court an
      order confirming the Disclosure Statement (the “Disclosure
      Statement Order”), which Disclosure Statement Order shall be
      entered by the Bankruptcy Court no later than on or before the 50th day
      following the Petition Date;

              


      

       

      
        	
                 
      

              	
                iv.

              	
                implement all steps
      necessary and desirable to obtain from the Bankruptcy Court an order
      confirming the Plan, which order shall be in form and substance consistent
      with the Term
      Sheet and reasonably acceptable to the Undersigned Holder (the
      “Confirmation Order”),
      which Confirmation Order shall be entered by the Bankruptcy Court no later
      than on or before the 130th day following the Petition Date;
      and

              


      

       

      
        	
                 
      

              	
                v.

              	
                cause the Effective
      Date of the Plan to occur no later than on or before the 150th day
      following the Petition Date but notwithstanding the following proviso in
      no event shall the Confirmation Date occur in December; provided,
      that if consents, approvals or waivers required to be obtained from
      governmental 

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                 

              	
                authorities
      in connection with the Plan with respect to Franchises (as defined in the
      Communications Act of 1934, as amended, 47 U.S.C. Sections 151
      et
      seq.),
      licenses and permits covering areas serving at least 80% of the basic
      subscribers have not been obtained on or before the 150th day following
      the Petition Date, then cause the Effective Date of the Plan to
      occur no later than on or before December 15,
      2009.

                 

              


      

      The Company shall take no actions
inconsistent with this Agreement, the Term Sheet and the Plan or the expeditious
Confirmation and Consummation of the Plan.

       

      5.         Mutual
Representations, Warranties, and Covenants.

       

      Each
Party makes the following representations, warranties and covenants to each of
the other Parties, each of which are continuing representations, warranties and
covenants:

       

      (a)           Enforceability.

       

      Subject
to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this
Agreement is a legal, valid and binding obligation of the Party, enforceable
against it in accordance with its terms, except as enforcement may be limited by
applicable laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability.

       

      (b)           No
Consent or Approval.

       

      Except
as expressly provided in this Agreement, no consent or approval is required by
any other entity in order for it to carry out the provisions of this
Agreement.

       

      (c)           Power
and Authority.

       

      It
has all requisite power and authority to enter into this Agreement and to carry
out the transactions contemplated by, and perform its respective obligations
under, this Agreement, the Term Sheet and the Plan.

       

      (d)           Authorization.

       

      The
execution and delivery of this Agreement and the performance of its obligations
hereunder have been duly authorized by all necessary action on its
part.

       

      (e)           No
Conflicts.

       

      The
execution, delivery and performance of this Agreement does not and shall
not:  (a) violate any provision of law, rule or regulations
applicable to it or any of its subsidiaries; (b) violate its certificate of
incorporation, bylaws or other organizational documents or those of any of its
subsidiaries; or (c) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation to which it or any of its subsidiaries is a party.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      6.         No
Waiver of Participation and Preservation of Rights.

       

      This
Agreement and the Plan are part of a proposed settlement of disputes among the
Parties.  Without limiting the foregoing sentence in any way, if the
transactions contemplated by this Agreement or otherwise set forth in the Plan
are not consummated as provided herein, if a Termination Event occurs, or if
this Agreement is otherwise terminated for any reason, the Parties each fully
reserve any and all of their respective rights, remedies, claims and
interests.

       

      7.         Acknowledgement.

       

      This
Agreement and the Term Sheet and the transactions contemplated herein and
therein are the product of negotiations between the Parties and their respective
representatives.  This Agreement is not and shall not be deemed to be
a solicitation of votes for the acceptance of a plan of reorganization for the
purposes of sections 1125 and 1126 of the Bankruptcy Code or
otherwise.  The Company will not solicit acceptances of the Plan from
the Undersigned Holder in any manner inconsistent with the Bankruptcy Code or
applicable nonbankruptcy law.

       

      8.         Termination.

       

      (a)           Termination
Events.

       

      The
term “Termination
Event,” wherever used in this Agreement, means any of the following
events (whatever the reason for such Termination Event and whether it is
voluntary or involuntary):

       

      
        	
                 
      

              	
                i.

              	
                the
      commitments set forth in that certain commitment letter, dated February
      11, 2009 (the “Commitment
      Letter”), expire or terminate pursuant to Section 9 of the
      Commitment Letter or are otherwise no longer in
  effect;

              


      

       

      
        	
                 
      

              	
                ii.

              	
                the
      Company’s board of directors is advised in writing by its outside counsel
      that continued pursuit of the Plan is inconsistent with its fiduciary
      duties because, and the board of directors determines in good faith that,
      (A) a proposal or offer from a third party is reasonably likely to be more
      favorable to the Company than is proposed under the Term Sheet, taking
      into account, among other factors, the identity of the third party, the
      likelihood that any such proposal or offer will be negotiated to finality
      within a reasonable time, and the potential loss to the company if the
      proposal or offer were not accepted and consummated, or (B) the Plan is no
      longer confirmable or feasible;

              


      

       

      
        	
                 
      

              	
                iii.

              	
                the
      Plan or any subsequent plan filed by the Debtors with the Bankruptcy Court
      (or a plan supported or endorsed by the Company) is not in a form and
      substance that is reasonably consistent in all material respects with the
      Term Sheet;

              


      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                iv.

              	
                the
      Debtors shall not have filed for chapter 11 relief with the Bankruptcy
      Court on or before April 1, 2009;

              


      

       

      
        	
                 
      

              	
                v.

              	
                a
      Disclosure Statement Order reasonably acceptable to the Company and the
      Undersigned Holder is not entered by the Bankruptcy Court on or before the
      50th day following the Petition
Date;

              


      

       

      
        	
                 
      

              	
                vi.

              	
                a
      Confirmation Order reasonably acceptable to the Company and the
      Undersigned Holder is not entered by the Bankruptcy Court on or before the
      130th day following the Petition
Date;

              


      

       

      
        	
                 
      

              	
                vii.

              	
                either
      (a) the Effective Date shall not have occurred on or before the 150th
      day following the Petition Date or (b) if
      consents, approvals or waivers required to be obtained from governmental
      authorities in connection with the Plan with respect to Franchises,
      licenses and permits covering areas serving at least 80% of the basic
      subscribers have not been obtained on or before the 150th day following
      the Petition Date, and all other conditions precedent to the Effective
      Date shall have been satisfied before the 150th day following the Petition
      Date or waived by the Undersigned Holder (other
      than those conditions that by their nature are to be satisfied
      on
      the Effective Date),
      then the Effective Date shall not have occurred on or before
      December 15, 2009;

              


      

       

      
        	
                 
      

              	
                viii.

              	
                any
      of the Chapter 11 Cases of the Company is converted to cases under chapter
      7 of the Bankruptcy Code and such event causes the Plan not to be
      confirmable;

              


      

       

      
        	
                 
      

              	
                ix.

              	
                the
      Bankruptcy Court shall enter an order in any of the Chapter 11 Cases
      appointing (i) a trustee under chapter 7 or chapter 11 of the Bankruptcy
      Code, (ii) a responsible officer or (iii) an examiner, in each case
      with enlarged powers relating to the operation of the business (powers
      beyond those set forth in subclauses (3) and (4) of section 1106(a)) under
      section 1106(b) of the Bankruptcy
Code;

              


      

       

      
        	
                 
      

              	
                x.

              	
                any
      of the Chapter 11 Cases of the Company is dismissed and such event causes
      the Plan not to be confirmable;

              


      

       

      
        	
                 
      

              	
                xi.

              	
                the
      Confirmation Order is reversed on appeal or
  vacated;

              


      

       

      
        	
                 
      

              	
                xii.

              	
                any
      Party has breached any material provision of this Agreement or the Term
      Sheet and any such breach has not been duly waived or cured in accordance
      with the terms hereof after a period of five (5)
  days;

              


      

       

      
        	
                 
      

              	
                xiii.

              	
                the
      Company shall withdraw the Plan or publicly announce its intention not to
      support the Plan;

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                xiv.

              	
                the
      Effective Date shall have occurred;

              


      

       

      
        	
                 
      

              	
                xv.

              	
                any
      Bondholder Support Agreement has terminated, any Charter Bondholder has
      breached any material provision of its Bondholder Support Agreement or the
      Term Sheet and any such breach has not been duly waived or cured in
      accordance with the terms of the Bondholder Support Agreement after a
      period of five (5) days, or if at any time Bondholder Support Agreements
      are no longer in full force and effect with at least two thirds in amount
      of holders of CCH I Claims or more than two thirds in principal amount of
      holders of CCH II claims held by the Committee;
  or

              


      

       

      
        	
                 
      

              	
                xvi.

              	
                the
      Company shall not have reached agreement with senior management on a
      compensation program reasonably acceptable to the Company and the
      Requisite Holders by March 12,
2009.

              


      

       

      The
foregoing Termination Events are intended solely for the benefit of the Company
and the Undersigned Holder; provided
that no Party may seek to terminate this Agreement and the Term Sheet based upon
a material breach or a failure of a condition (if any) in this Agreement arising
out of its own actions or omissions; provided,
further,
that such actions or omissions may entitle the other Parties to the remedies
described in Section 9(e) hereof.

       

      (b)           Termination
Event Procedures.

       

      
        	
                 
      

              	
                i.

              	
                Upon
      the occurrence of a Termination Event contemplated by clause (ii) of
      Section 8(a) hereof or clause (xii) of Section 8(a) hereof due to a
      material breach of this Agreement by the Undersigned Holder, in each case
      subject to the last sentence of Section 8(a) hereof, the Company shall
      have the right to terminate this Agreement and the Term Sheet by giving
      written notice thereof to the other
Parties.

              


      

       

      
        	
                 
      

              	
                ii.

              	
                Upon
      the occurrence of a Termination Event contemplated by clause (viii), (xi),
      (xiv) or (xvi) of Section 8(a) hereof, in each case subject to the last
      sentence of Section 8(a) hereof, this Agreement and the Term Sheet shall
      automatically terminate without further
action.

              


      

       

      
        	
                 
      

              	
                iii.

              	
                Except as set forth
      in Section 8(b)(i) and 8(b)(ii) hereof, upon the occurrence of a
      Termination Event (including, for the avoidance of doubt, a Termination
      Event contemplated by clause (i) or (ii) of Section 8(a) hereof), subject
      to the last sentence of Section 8(a) hereof, the Undersigned Holder shall
      have the right to terminate this Agreement and the Term Sheet by giving
      written notice to the other Parties unless no later than five (5) business
      days after the occurrence of any such Termination Event, the occurrence of
      such 

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                Termination
      Event is waived in writing by the Undersigned Holder.  The
      Parties hereby waive any requirement under section 362 of the
      Bankruptcy Code to lift the automatic stay thereunder (the “Automatic
      Stay”) in connection with giving any such notice (and agree not to
      object to any non-breaching Party seeking to lift the Automatic Stay in
      connection with giving any such notice, if necessary).  Any such
      termination (or partial termination) of the Agreement shall not restrict
      the Parties’ rights and remedies for any breach of the Agreement by any
      Party, including, but not limited to, the reservation of rights set forth
      in Section 6 hereof.

              


      

       

      (c)           Consent
to Termination.

       

      In
addition to the Termination Events set forth in Section 8(a) hereof, this
Agreement shall be terminable immediately upon written notice to all of the
Parties of the written agreement(s) of the Company and the Requisite Holders to
terminate all of their restructuring agreements and the written agreement of the
Company and the Undersigned Holder to terminate their restructuring
agreement.

       

      9.         Miscellaneous
Terms.

       

      (a)           Binding
Obligation; Assignment.

       

      Binding
Obligation.  Subject to the provisions of sections 1125 and
1126 of the Bankruptcy Code, this Agreement is a legally valid and binding
obligation of the Parties, enforceable in accordance with its terms, and shall
inure to the benefit of the Parties and their
representatives.  Nothing in this Agreement, express or implied, shall
give to any entity, other than the Parties and their respective members,
officers, directors, agents, financial advisors, attorneys, employees, partners,
Affiliates, successors, assigns, heirs, executors, administrators and
representatives, any benefit or any legal or equitable right, remedy or claim
under this Agreement.

       

      Assignment.  No
rights or obligations of any Party under this Agreement may be assigned or
transferred to any other entity except as provided in Section 3(c)
hereof.

       

      (b)           Further
Assurances.

       

      The
Parties agree to execute and deliver such other instruments and perform such
acts, in addition to the matters herein specified, as may be reasonably
appropriate or necessary, from time to time, to effectuate the agreements and
understandings of the Parties, whether the same occurs before or after the date
of this Agreement.

       

      (c)           Headings.

       

      The
headings of all sections of this Agreement are inserted solely for the
convenience of reference and are not a part of and are not intended to govern,
limit or aid in the construction or interpretation of any term or provision
hereof.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (d)           Governing
Law.

       

      THIS
AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH
STATE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES
THEREOF.  By its execution and delivery of this Agreement, each of the
Parties hereto hereby irrevocably and unconditionally agrees for itself that any
legal action, suit or proceeding with respect to any matter under or arising out
of or in connection with this Agreement or for recognition or enforcement of any
judgment rendered in any such action, suit or proceeding, shall be brought
exclusively in either a state or federal court of competent jurisdiction in the
State of New York and County of New York.  By execution and delivery
of this Agreement, each of the Parties hereto hereby irrevocably accepts and
submits itself to the exclusive jurisdiction of each such court, generally and
unconditionally, with respect to any such action, suit or
proceeding.  Notwithstanding the foregoing consent to jurisdiction in
either a state or federal court of competent jurisdiction in the State of New
York and County of New York, upon the commencement of the Chapter 11 Cases, each
of the Parties hereto hereby agrees that, if the Petitions have been filed and
any of the Chapter 11 Cases are pending, the Bankruptcy Court shall have
exclusive jurisdiction of all matters arising out of or in connection with this
Agreement.

       

      (e)           Specific
Performance.

       

      The
Parties hereby acknowledge that the rights of the Parties under this Agreement
are unique and that remedies at law for breach or threatened breach of any
provision of this Agreement would be inadequate and, in recognition of this
fact, agree that, in the event of a breach or threatened breach of the
provisions of this Agreement, in addition to any remedies at law, the Parties
(with the consent of the Undersigned Holder, in the case of the Undersigned
Holder) shall, without posting any bond, be entitled to obtain equitable relief
in the form of specific performance, a temporary restraining order, a temporary
or permanent injunction or any other equitable remedy which may then be
available and the Parties hereby waive any objection to the imposition of such
relief.

       

      (f)           Complete
Agreement, Interpretation and Modification.

       

      
        	
                 
      

              	
                i.

              	
                Complete
      Agreement.  This Agreement, the Term Sheet and the other
      agreements, exhibits and other documents referenced herein and therein
      constitute the complete agreement between the Parties with respect to the
      subject matter hereof and supersede all prior agreements, oral or written,
      between or among the Parties with respect
  thereto.

              


      

       

      
        	
                 
      

              	
                ii.

              	
                Interpretation.  This
      Agreement is the product of negotiation by and among the
      Parties.  Any Party enforcing or interpreting this Agreement
      shall interpret it in a neutral manner.  There shall be no
      presumption concerning whether to interpret this Agreement for or against
      any Party by reason of that Party having drafted this
  

              


      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   
      

                	
                   

                	
                  Agreement,
      or any portion thereof, or caused it or any portion thereof to be
      drafted.

                


        

      

       

      
        	
                 
      

              	
                iii.

              	
                Modification of this Agreement
      and the Term Sheet.  Except as set forth in Section 8(b)
      hereof, as it applies to Termination Events, this Agreement and the Term
      Sheet may only be modified, altered, amended or supplemented by an
      agreement in writing signed by the Company and the Undersigned
      Holder.

              


      

       

      (g)           Execution
of this Agreement.

       

      This
Agreement may be executed and delivered (by facsimile or otherwise) in any
number of counterparts, each of which, when executed and delivered, shall be
deemed an original, and all of which together shall constitute the same
agreement.  Except as expressly provided in this Agreement, each
individual executing this Agreement on behalf of a Party has been duly
authorized and empowered to execute and deliver this Agreement on behalf of said
Party.

       

      (h)           Settlement
Discussions.

       

      This
Agreement and the Restructuring are part of a proposed settlement of a dispute
among the Parties.  Nothing herein shall be deemed an admission of any
kind.  Pursuant to Federal Rule of Evidence 408 and any applicable
state rules of evidence, this Agreement and all negotiations relating thereto
shall not be admissible into evidence in any proceeding other than a proceeding
to enforce the terms of this Agreement.

       

      (i)           Consideration.

       

      The
Company and the Undersigned Holder hereby acknowledge that no consideration,
other than that specifically described herein and in the Term Sheet, shall be
due or paid to the Undersigned Holder for its agreement to vote to accept the
Plan in accordance with the terms and conditions of this Agreement, other than
the Company’s representations, warranties and agreement to use its commercially
reasonable best efforts to obtain approval of the Disclosure Statement and to
seek to confirm and consummate the Plan in accordance with the terms and
conditions of the Term Sheet.

       

      (j)           Notices.

       

      All
notices hereunder shall be deemed given if in writing and delivered, if sent by
facsimile, courier or by registered or certified mail (return receipt requested)
to the following addresses and facsimile numbers (or at such other addresses or
facsimile numbers as shall be specified by like notice):

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                i.

              	
                If
      to the Company, to:

              


      

       

      Charter
Communications, Inc.

      12405
Powerscourt Drive

      St.
Louis, Missouri  63131

      Attention:  General
Counsel

       

      with
copies (which shall not constitute notice) to:

       

      Kirkland
& Ellis LLP

      Citigroup
Center

      153 East
53rd Street

      New York,
New York  10022

      Attention:  Richard
M. Cieri and Paul Basta;

       

      
        	
                 
      

              	
                ii.

              	
                If
      to the Undersigned Holder, to:

              


      

       

      Charter
Investments, Inc.

      505 Fifth
Avenue S

      Suite
900

      Seattle,
WA 98104

      Attention:
William McGrath, Esq.

      Facsimile:
(206) 342-2347

      email:
billmc@vulcan.com;

       

      with
copies (which shall not constitute notice) to:

       

      Skadden,
Arps, Slate, Meagher & Flom LLP

      300 South
Grand Avenue

      Los
Angeles, CA 90071

      Attention:
Nicholas P. Saggese, Esq.

      Facsimile:
(213) 687-5550

      email: nick.saggese@skadden.com

       

      - and
–

       

      Skadden,
Arps, Slate, Meagher & Flom LLP

      4 Times
Square

      New York,
NY  10036

      Attention:
Jay M. Goffman, Esq.

      Facsimile:
(917) 777-2120

      email: jay.goffman@skadden.com

       

      Any
notice given by delivery, mail or courier shall be effective when
received.  Any notice given by facsimile shall be effective upon oral
or machine confirmation of transmission.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (k)           No Obligations following Effective
Date.

       

      Upon the occurrence of a Termination
Event pursuant to Section 8(a)(xiv) hereof and termination of this Agreement in
accordance with Section 8(b)(ii) hereof, this Agreement shall forthwith become
void, there shall be no liability under this Agreement on the part of any Party
and the Undersigned Holder shall have the sole and exclusive power to
vote, or to direct the voting of, and to dispose, or to direct the disposition
of, any securities received by the Undersigned Holder pursuant to the
Plan.

       

      (l)           Savings
Clause.

       

      Prior
to commencement of the Chapter 11 Cases, if and to the extent the Company’s
execution, agreement, performance, undertaking, or similar arrangement herein or
in the Term Sheet (each, a "Undertaking") would
cause a default or event of default under the CCO Credit Facility or the CCOH
Credit Facility (and for the avoidance of doubt, in each case, including all
notes issued thereunder), such Undertaking shall be deemed unenforceable solely
to the extent necessary to avoid a default or event of default and such action
shall be void ab initio to the extent necessary to avoid a default or event of
default. To the extent that any Undertaking is unenforceable or void in
accordance with the foregoing, the Parties shall use commercially reasonable
best efforts to restore equivalent consideration to any affected
Party.

       

      (m)           Time of the Essence.

       

      The
Parties agree that time is of the essence with respect to each and every term
and provision of this Agreement.

       

      


       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      

        

      

       

      IN
WITNESS WHEREOF, the Parties have entered into this Agreement on the day and
year first above written.

       

      Dated:    February
11, 2009

                                                     

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 
      	CHARTER
      COMMUNICATIONS, INC.  	 
      
	 	 	 
	 
      	
                                                                By:

                                                              	/s/ Eloise E.
      Schmitz	 
      
	 
      	
                                                                Name:

                                                              	Eloise
      E. Schmitz	 
      
	 
      	
                                                                Its:

                                                              	Executive
      Vice President and Chief Financial Officer	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	 
      /s/
      Paul G. Allen	 
      
	 
      	 
      PAUL
      G. ALLEN	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	CHARTER
      INVESTMENT, INC.  	 
      
	 	 	 
	 
      	
                                                                By:

                                                              	/s/
      W. Lance Conn	 
      
	 
      	
                                                                Name:

                                                              	W.
      Lance Conn	 
      
	 
      	
                                                                Its:

                                                              	Vice
      President	 
      
	 
      	 
      	 
      	 
      


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        




      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
1

       

      TERM
SHEET

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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

                    


            

          

        

         

        
           

            
              

            

          

          1    The 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.

                     

                  


          

        

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        
 

        
          
            	
                    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

                  


          

        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        
 

        
          
            	 
      	
                    Rights)
      elects not to participate in the Rights Offering, each 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 favorable treatment to such
      holder, each holder of an
Allowed

                  


          

        

         

         

        
          
            
            

          

          
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                    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 rendered Unimpaired in accordance with section 1124(2) of
      the

                  


          

        

         

         

        
          
            
            

          

          
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                    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 below) and (ii) a New CCH II Note with an
      aggregate principal amount

                  


          

        

         

         

        
          
            
            

          

          
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                    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
      under the Allen Entities Settlement.

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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 receive
      (a) in the case of holders of CCH I Notes, shares of New Class
      A

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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-Up Date”),
      the members of the Board of Directors (as defined
  below)

                  


          

        

         

         

        
          
            
            

          

          
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                    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 when such shares may be transferred without restriction
      pursuant to Rule

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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 waived
      by the Requisite Holders and the Allen Entities.

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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 Offering and the
      issuance of warrants provided for by the Plan, 50% of.

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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.

                     

                  
	
                    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

                  


          

        

         

         

        
          
            
            

          

          
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                    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 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

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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.

                     

                  


          

        

         

         

        
          
            
            

          

          
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                    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

                  


          

        

         

         

        
          
            
            

          

          
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                    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