$1,200,000,000 CREDIT FACILITIES
FANCH OPERATING COMPANY
Summary of Proposed Terms and Conditions
Set forth below is a summary of proposed terms and conditions for
credit facilities to be obtained by CC VI Operating, LLC (the "Borrower"), a
subsidiary of Charter Communications, Inc., in connection with the acquisition
(the "Acquisition") by a wholly owned subsidiary of the Borrower of certain
assets of TWFanch-one Co., TWFanch-two Co. and other affiliate interests (the
Borrower: CC VI Operating, LLC (the "Borrower").
Guarantors: The holding company parent of the Borrower
("Holdings") and each of the Borrower's direct
and indirect domestic subsidiaries, other than
foreign subsidiaries and "non-recourse"
subsidiaries (collectively, the "Guarantors";
the Borrower and the Guarantors, collectively,
the "Loan Parties").
Joint Lead Arrangers and Chase Securities Inc. ("CSI") and Banc of
Joint Book Managers: America Securities LLC ("BOA Securities") (in
such capacity, the "Joint Lead Arrangers").
Administrative Agent: Toronto Dominion (Texas), Inc. (in such
capacity, the "Administrative Agent").
Syndication Agents: CSI and BOA Securities (in such capacity, the
Documentation Agent: Citibank, N.A. (in such capacity, the
Lenders: A syndicate of banks, financial institutions
and other entities selected in the syndication
process (collectively, the "Lenders").
II Types and Amounts of
1. Term Facilities
Amount and Tenor: Tranche A Term Facility: An 8-1/2 year term
loan facility (the "Tranche A Term Facility")
in an aggregate principal amount equal to
$400,000,000 (the loans thereunder, the
"Tranche A Term Loans"). The Tranche A Term
Loans shall be repayable in quarterly
installments in aggregate amounts for each
Loan Year (expressed as a percentage of the
aggregate amount borrowed) as set forth below:
Loan Year Amount
1, 2 and 3 0%