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     - with respect to term loan B, the margin ranges from 2.50% to 2.75% for
       eurodollar loans and from 1.50% to 1.750% for base rate loans.
     The Avalon credit facilities contain representations and warranties,
affirmative and negative covenants, information requirements, events of default
and financial covenants. The events of default for the Avalon credit facilities
include a cross-default provision that is triggered by the failure to make
payment on debt of the Avalon borrowers, CC V Holdings and specified
subsidiaries of the Avalon borrowers in a total amount of $20 million, the
acceleration of debt of this amount prior to its maturity or the failure to
comply with specified covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.
     The Avalon credit facilities also contain a change of control provision,
making it an event of default, and permitting acceleration of the debt, in the
event that Mr. Allen, including his estate, heirs and other related entities,
fails to maintain a 25% direct or indirect voting and economic interest in the
Avalon borrowers.
     Various negative covenants place limitations on the ability of the Avalon
borrowers and their subsidiaries to, among other things:
     - incur debt;
     - pay dividends or make other distributions;
     - incur liens;
     - make acquisitions;
     - make investments or asset sales; or
     - enter into transactions with affiliates.
     Distributions under the Avalon credit facilities to pay interest on certain
indebtedness of CC V Holdings are generally permitted, except during the
existence of a default under the Avalon credit facilities.
     Distributions under the Avalon credit facilities to Charter Holdings to pay
interest on the notes and the March 1999 Charter Holdings notes are generally
permitted, provided the Avalon borrowers' consolidated cash flow for the four
complete quarters preceding the distribution exceeds 2.1 times their combined
cash interest expense, including the amount of such distribution. Distributions
to Charter Holdings will also be permitted if the Avalon borrowers meet
specified financial ratios. In each case, such distributions to Charter Holdings
are not permitted during the existence of a default under the Avalon credit
     As of December 31, 1999, approximately $170 million was outstanding and
$130 million was available for borrowing under the Avalon credit facilities.
     In connection with the Bresnan acquisition, we intend to amend and assume
the existing senior secured credit facilities entered into by Bresnan
Telecommunications Company LLC, including by increasing the available borrowings
thereunder. We cannot assure you that we will be able to do this. If we amend
and assume the Bresnan credit facilities, we will attempt, as we have succeeded
with respect to the Falcon credit facilities, to renegotiate the terms of such
indebtedness on terms substantially similar or identical to the terms of the
Charter Operating credit facilities and increase borrowing availability. In the
event we are unable to do so, we will refinance such indebtedness and repay all
borrowings outstanding under the Bresnan credit facilities. However, we cannot
assure you