UNIVERSAL CABLE HOLDINGS INC, S-4, 1998-09-18

UNIVERSAL CABLE HOLDINGS INC
S-4, 1998-09-18

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

SUBJECT TO COMPLETION, DATED SEPTEMBER , 1998
PROSPECTUS

OFFER FOR ALL OUTSTANDING

9 7/8% SENIOR SUBORDINATED NOTES DUE 2008
IN EXCHANGE FOR
9 7/8% SENIOR SUBORDINATED NOTES DUE 2008 OF

CLASSIC CABLE, INC. [CLASSIC CABLE, INC.
LOGO]
---------------------

Classic Cable, Inc. (the "Company"), a Delaware corporation, is hereby
offering, upon the terms and subject to the conditions set forth in this
Prospectus and the accompanying Letter of Transmittal (which together constitute
the "Exchange Offer"), to exchange $125,000,000 aggregate principal amount of
its registered 9 7/8% Senior Subordinated Notes due 2008 (the "New Notes") for
$125,000,000 aggregate principal amount of unregistered 9 7/8% Senior
Subordinated Notes due 2008 (the "Old Notes"), all of which remain outstanding.
The form and terms of the New Notes are identical to the form and terms of the
Old Notes, except that the New Notes have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and will not bear any legends
restricting their transfer. The New Notes will evidence the same debt as the Old
Notes and will be issued pursuant to, and entitled to the benefits of, the
Indenture (as defined). The Exchange Offer is being made in order to satisfy
certain contractual obligations of the Company. See "The Exchange Offer" and
"Description of New Notes." The New Notes and the Old Notes are sometimes
collectively referred to herein as the "Notes."

Interest on the New Notes will be payable semiannually in arrears on
February 1 and August 1 of each year, commencing February 1, 1999. The New Notes
will mature on August 1, 2008. The New Notes will be redeemable, at the option
of the Company, in whole or in part, on or after August 1, 2003, at the
redemption prices set forth herein plus accrued and unpaid interest, if any, to
the date of redemption. In addition, at any time on or prior to August 1, 2001,
the Company will have the option to redeem up to 35% of the aggregate principal
amount of the New Notes at a redemption price equal to 109.875% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the
applicable date of redemption with the net proceeds of one or more Equity
Offerings (as defined) or Strategic Equity Investments (as defined), provided
that at least 65% of the aggregate principal amount of the New Notes originally
issued in the Exchange Offering remain outstanding immediately after the
occurrence of such redemption.

The New Notes will be unsecured senior subordinated obligations of the
Company and will be subordinated in right of payment to all existing and future
Senior Indebtedness (as defined) of the Company. Pursuant to the terms of the
Indenture (as defined), the New Notes will be guaranteed, jointly and severally,
by all of the Company's direct and indirect subsidiaries (the "Subsidiary
Guarantors"). The Subsidiary Guarantees (as defined) will be unsecured senior
subordinated obligations of the Subsidiary Guarantors and will be subordinated
in right of payment to all existing and future Senior Indebtedness of the
Subsidiary Guarantors. As of June 30, 1998, on a pro forma basis after giving
effect to the Financing Plan, the Company would have had approximately $95.8
million of Senior Indebtedness outstanding. See "Use of Proceeds" and
"Capitalization."

Upon the occurrence of a Change of Control (as defined) (i) the Company
will have the option to redeem the New Notes in cash, in whole or in part, at a
redemption price equal to the principal amount thereof plus accrued and unpaid
interest to the date of redemption, plus the Applicable Premium (as defined) and
(ii) each holder of Notes may require the Company to repurchase all or a portion
of the New Notes held by such holder at a purchase price in cash equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of repurchase.

SEE "RISK FACTORS" BEGINNING ON PAGE FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING AN INVESTMENT IN THE NEW NOTES.

The Company will accept for exchange any and all Old Notes validly tendered
and not withdrawn prior to 5:00 p.m., New York City time, on , 1998,
unless extended (as so extended, the "Expiration Date"). Tenders of Old Notes
may be withdrawn at any time prior to the Expiration Date. The Exchange Offer is
subject to certain customary conditions. See "The Exchange Offer."

Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal
accompanying this Prospectus (the "Letter of Transmittal") states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of New Notes received in
exchange for Old Notes where such Old Notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities. The Company
has agreed, for a period of 90 days after the Expiration Date, to make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."

No public market existed for the Old Notes before the Exchange Offer. The
Company currently does not intend to list the New Notes on any securities
exchange or to seek approval for quotation through any automated quotation
system, and no active public market for the New Notes is currently anticipated.
The Company will pay all the expenses incident to the Exchange Offer.

The Exchange Offer is not conditioned upon any minimum principal amount of
Old Notes being tendered for exchange pursuant to the Exchange Offer.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1998.
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AVAILABLE INFORMATION

As a result of the filing under the Securities Act of the Registration
Statement on Form S-4 with respect to the New Notes (the "Registration
Statement"), of which this Prospectus is a part, the Company will become subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith will file reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information may be inspected and copied at
the public reference facilities of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60611, and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained at prescribed rates by writing to the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549.

This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. Statements made
in this Prospectus as to the contents of any contract, agreement or other
document are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is hereby made to such exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. Copies of the Registration Statement and the
exhibits thereto are on file with the Commission and may be examined without
charge at the public reference facilities of the Commission described above.
Copies of such materials can also be obtained at prescribed rates by writing to
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The reports, proxy statements and other
information filed by the Company with the Commission may also be obtained from
the web site that the Commission maintains at http://www.sec.gov.

The Company is required by the Indenture to furnish the holders of the
Notes with copies of the annual reports and of the information, documents and
other reports specified in Sections 13 and 15(d) of the Exchange Act, so long as
any Notes are outstanding.

FORWARD-LOOKING STATEMENTS

CERTAIN OF THE MATTERS DISCUSSED IN THIS OFFERING MEMORANDUM, INCLUDING
DOCUMENTS INCORPORATED BY REFERENCE, MAY CONSTITUTE FORWARD-LOOKING STATEMENTS
FOR PURPOSES OF THE SECURITIES ACT AND THE EXCHANGE ACT. SUCH FORWARD-LOOKING
STATEMENTS MAY INVOLVE UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL
RESULTS AND PERFORMANCE OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM FUTURE
RESULTS OR PERFORMANCE EXPRESSED OR IMPLIED BY SUCH STATEMENTS. CAUTIONARY
STATEMENTS REGARDING THE RISKS ASSOCIATED WITH SUCH FORWARD-LOOKING STATEMENTS
INCLUDE, WITHOUT LIMITATION, THOSE STATEMENTS INCLUDED UNDER "RISK FACTORS" AND
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS." CERTAIN OF SUCH RISKS AND UNCERTAINTIES RELATE TO THE HIGHLY
LEVERAGED NATURE OF THE COMPANY, THE RESTRICTIONS IMPOSED ON THE COMPANY BY
CERTAIN INDEBTEDNESS, THE SENSITIVITY OF THE COMPANY TO ADVERSE TRENDS IN THE
GENERAL ECONOMY, THE HIGH DEGREE OF COMPETITION IN THE COMPANY'S INDUSTRY, THE
IMPACT OF NEW TECHNOLOGIES AND CHANGES IN FEDERAL COMMUNICATIONS COMMISSION
("FCC") REGULATIONS, THE VARIABILITY OF THE COMPANY'S QUARTERLY RESULTS AND THE
COMPANY'S SEASONALITY, AMONG OTHERS.

ALL WRITTEN OR ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY
ARE EXPRESSLY QUALIFIED BY THE FOREGOING CAUTIONARY STATEMENTS.

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SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and historical and pro forma
financial information, including the notes thereto, appearing elsewhere in this
Prospectus. As used herein, the "Company" means Classic Cable, Inc., including
the cable television systems acquired from Cable One, Inc. ("Cable One"), unless
the context requires otherwise. The Company is a Delaware corporation and a
wholly owned subsidiary of Classic Communications Inc., ("CCI"), a Delaware
corporation. CCI is a holding company and has no other material assets or
operations. Reference should be made to "Selected Historical and Pro Forma
Consolidated Financial and Operating Data" for the definition of certain
financial terms appearing throughout this Prospectus.

THE COMPANY

The Company, currently the 35th largest cable television operator in the
United States, owns, operates and develops cable television systems in selected
non-metropolitan markets across eight contiguous states primarily located in the
central United States. Founded in 1992, the Company has completed and integrated
17 acquisitions, including the recent acquisition of approximately 28,009
subscribers from Cable One (the "Cable One Acquisition"). After giving effect to
the completion of the Cable One Acquisition, the Company's cable television
systems (the "Systems") would have passed approximately 295,277 homes and served
approximately 191,252 basic subscribers.

The Company believes that there are significant operating, regulatory,
competitive and economic advantages in acquiring and owning systems in
non-metropolitan markets. In pursuing its business strategy, the Company has
focused its acquisition efforts on cable television systems in growing
non-metropolitan markets and has sought to build geographic clusters of such
systems. Cable television service in these markets is generally required to
receive a full complement of off-air broadcast stations (i.e. ABC, NBC, CBS, FOX
and PBS) which represent approximately 40% of overall television viewing. In
addition, there are typically fewer competitive entertainment alternatives in
these markets. Consequently, non-metropolitan systems are typically
characterized by higher basic penetration rates, lower subscriber turnover and
lower operating costs. The Company, generally the dominant multi-channel video
provider in its markets, has capitalized on these market characteristics by
generating more predictable revenue streams and higher system cash flow margins
than typical cable television systems serving urban markets. The Company had
annualized second quarter 1998 pro forma revenues, System Cash Flow (as
defined), and EBITDA of $75.8, $35.3, and $33.7 million, respectively, and pro
forma System Cash Flow margin and EBITDA margin of 46.5% and 44.5%,
respectively.

Approximately 66.9% of the Company's cable subscribers reside in a county
seat. These markets typically have larger populations, more favorable
demographics, higher growth characteristics, and stronger economic activity than
do other non-metropolitan markets. The Company has created clusters of cable
television systems around such markets and believes that clustering cable
systems provides significant operating and cost advantages. The Company owns and
manages 287 Systems in four regions across eight contiguous states. This level
of clustering allows the Company to efficiently deploy its technical staff,
vehicle fleet, and shared resources, such as system supplies and equipment,
resulting in lower operating and capital costs and greater customer response
time. Clustering also allows management to (i) more effectively manage the
workforce and allocate personnel, (ii) address the specific customer service and
programming needs of its customers, (iii) cost effectively introduce digital
services such as HITS (as defined), and other new services, (iv) maximize the
number of households reached with existing marketing budgets, (v) maximize the
benefits of local and regional community relations efforts, and (vi) manage
political relationships at the local and state level.

The Company believes that providing superior customer service and
developing strong community relations are key elements to its long-term success,
and enable the Company to continue to increase subscription rates and therefore
maximize cash flow. The Company seeks to achieve a high level of customer
satisfaction by employing a well-trained staff of customer service
representatives and experienced field technicians. The Company's centralized
calling center offers 24-hour, 7-day per week coverage to all of its customers
on a toll-free basis.
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J. Merritt Belisle, Chairman and Chief Executive Officer, and Steven E.
Seach, President and Chief Financial Officer, founded the Company in 1992 and
have assembled a management team with significant business experience operating
cable television systems and providing quality customer service to cable
subscribers. Messrs. Belisle and Seach have 20 years of collective experience in
acquiring, operating, integrating and developing cable television systems and
have worked together for over ten years. The Company's Vice
President -- Operations and three Regional Managers have an average of 28 years
of cable television industry experience. Messrs. Seach and Belisle, together
with certain other members of the Company's management team, collectively own or
have options with respect to approximately 14% of CCI's Common Stock, on a fully
diluted basis. See "Management."

BUSINESS STRATEGY

The Company's business strategy is to (i) focus on attractive
non-metropolitan markets, (ii) increase the revenue-generating bandwidth of its
cable plant utilizing cost-effective and appropriate technology for the market
served, (iii) maximize revenues and cash flow margins, (iv) expand and improve
clusters through selective acquisitions, (v) focus on customer satisfaction and
community relations, (vi) provide enhanced digital video services, and (vii)
deliver advanced telecommunications, high-speed data and Internet services. See
"Business -- Business Strategy." The Company's four principal business
strategies are as follows:

Focus on Attractive Non-Metropolitan Markets. The Company has followed a
systematic approach to acquiring, consolidating, operating and developing cable
television systems based on the primary goal of increasing operating cash flow
while maintaining the quality of its services. The Company's business strategy
has focused on serving growing non-metropolitan communities in the central
United States. For example, over two-thirds of the Company's cable subscribers
reside in a county seat. These markets generally tend to have more serviceable
households per mile, more robust household growth, higher income per household,
more disposable income per household, and a stronger business foundation than do
other non-metropolitan markets. The Company believes that the Systems generally
involve less risk of increased competition than systems serving large urban
cities. It is the goal of the Company to continue to focus on growing
non-metropolitan areas.

Increase the Revenue-Generating Bandwidth of the Systems. Through a
significant capital expenditure program (the "System Improvement Program"), the
Company plans to aggressively and systematically upgrade its cable plant
utilizing cost-effective and appropriate technology for the market served. These
upgrades include traditional rebuild to a 550 MHz bandwidth capacity, the
deployment of fiber optic cable, the consolidation of headends, the deployment
of digital compression services such as HITS, the deployment of addressable
technology, and the activation of the return path for two-way data transmission.
The Company believes that such technical upgrades create additional revenue
opportunities, enhance operating efficiencies, increase customer satisfaction,
improve franchise relationships and solidify the Company's position as the
dominant provider of multi-channel video services in its markets. The Company
seeks to benefit from the System Improvement Program by generating additional
revenue from expanded tiers of basic programming, multiplexed premium services,
pay-per-view movies, digital music, on-screen navigators, home shopping
services, high-speed data services, Internet access, near-video-on-demand and
other interactive services. Over the next five years, the Company intends to
spend approximately $78.5 million to complete the System Improvement Program.

Maximize Revenues and Cash Flow Margins. The Company seeks to maximize
revenues by increasing subscriptions to basic, expanded basic, and other tiers
of satellite services and premium programming services through a combination of
innovative marketing programs, an emphasis on customer service and strong
community relations. As a result of the Company's success in facilitating
revenue growth, combined with operating efficiencies generated by the Company's
clustering strategy, economies of scale, volume discounts for cable programming,
cost control culture, and decentralized management structure, the Company
believes its operating cash flow margins compare favorably to the cable
television industry as a whole.

systems owned or managed by the Company in order to maximize the economies of
scale and operating efficiencies associated with "clusters" of systems.
Management plans to continue its clustering strategy by pursuing opportunities
to purchase cable television systems in the Company's existing markets as well
as by entering contiguous or surrounding markets, if and when attractive
acquisition opportunities become available. In addition to system acquisition
opportunities, management expects to pursue opportunities to exchange certain of
the Systems for other cable television properties to further promote the
Company's clustering strategy. Factors likely to be considered by the Company in
evaluating the desirability of a potential acquisition or asset exchange
opportunity include valuation, subscriber densities, growth potential (in terms
of both market and cash flow) and whether the target system can be readily
integrated into the Company's operations.

FINANCING PLAN

On July 29, 1998, the Company completed its private offering of the Old
Notes and, at the same time, CCI completed its private offering of $114 million
aggregate principal amount of its 13 1/4 Senior Discount Notes due 2009 (the
"Senior Discount Notes"). Concurrently, with the offering, the Company entered
into a senior credit agreement (the "Senior Credit Agreement") with a group of
banks and other financial institutions led by Union Bank of California, N.A. and
Goldman Sachs Credit Partners, L.P., as co-agents. See "Credit Arrangements of
the Company." The proceeds of the private offerings of the Company and CCI and
the Senior Credit Agreement were used in order to (a) prepay the Company's prior
Senior Credit Agreement (the "Prior Credit Agreement"), (b) fund the Cable One
Acquisition, (c) redeem outstanding preferred stock of CCI, (d) repay prior
subordinated debt of CCI, and (e) pay fees and expenses of these transactions.
These transactions are collectively referred to herein as the "Financing Plan."

CABLE ONE ACQUISITION

On July 29, 1998, Black Creek Communications, L.P., a wholly owned
subsidiary of the Company, purchased 14 cable television systems in Kansas,
Missouri, Oklahoma and Texas from Cable One (formerly Post-Newsweek Cable) for
$41.7 million. The systems are in close geographic proximity to those currently
owned and operated by the Company, further enhancing its clusters. Cable One has
operated certain of the systems for a number of years, while others were
acquired from Tele-Communications, Inc. in the second quarter of 1997. As of the
acquisition date, in the aggregate, the systems pass 40,628 homes and have
28,166 basic and 16,212 premium subscribers. Seven systems, representing
approximately 48.7% of the total subscribers, have a bandwidth of 450 MHz (61
channel capacity), while the other systems have a bandwidth of at least 300 MHz
(36 channel capacity). Eleven of the 14 systems representing approximately 71.2%
of the subscribers utilize addressable technology. Each of the systems has a
local office where customer service representatives can assist customers, in
person or by a local telephone call. The communities served by the Cable One
systems are economically stable, non-metropolitan communities. Approximately
85.2% of the subscribers being acquired reside in a county seat.
-------------------------

The Company's principal executive offices are located at 515 Congress
Avenue, Suite 2626, Austin, Texas 78701, the telephone number is (512) 476-9095,
and its Internet website is www.classic-cable.com.

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THE EXCHANGE OFFER

The Exchange Offer......... $1,000 principal amount of New Notes in exchange
for each $1,000 principal amount of Old Notes. As
of the date hereof, Old Notes representing $125
million aggregate principal amount are outstanding.
The terms of the New Notes and the Old Notes are
substantially identical in all material respects,
except that the New Notes will be freely
transferable by the holders thereof except as
otherwise provided herein. See "Description of New
Notes."

Based on an interpretation by the Commission's
staff set forth in no-action letters issued to
third parties unrelated to the Company, the Company
believes that New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be
offered for resale, sold and otherwise transferred
by any person receiving the New Notes, whether or
not that person is the registered holder (other
than any such holder or such other person that is
an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act), without
compliance with the registration and prospectus
delivery provisions of the Securities Act, provided
that (i) the New Notes are acquired in the ordinary
course of business of that holder or such other
person, (ii) neither the holder nor such other
person is engaging in or intends to engage in a
distribution of the New Notes, and (iii) neither
the holder nor such other person has an arrangement
or understanding with any person to participate in
the distribution of the New Notes. See "The
Exchange Offer -- Purpose and Effect." Each
broker-dealer that receives New Notes for its own
account in exchange for Old Notes, where those Old
Notes were acquired by the broker-dealer as a
result of its market-making activities or other
trading activities, must acknowledge that it will
deliver a prospectus in connection with any resale
of these New Notes. See "Plan of Distribution."

Registration Rights
Agreement.................. The Old Notes were sold by the Company on July 29,
1998 in the Offering. In connection with the
Offering, the Company entered into a Registration
Rights Agreement with the initial purchasers of the
Old Notes (the "Registration Rights Agreement")
requiring the Company to make the Exchange Offer.
See "The Exchange Offer -- Purpose and Effect."

Expiration Date............ The Exchange Offer will expire at 5:00 p.m., New
York City time, , 1998, or such
later date and time to which it is extended by the
Company (the "Expiration Date").

Withdrawal................. The tender of the Old Notes pursuant to the
Exchange Offer may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration
Date. Any Old Notes not accepted for exchange for
any reason will be returned without expense to the
tendering holder thereof as promptly as practicable
after the expiration or termination of the Exchange
Offer.

Interest on the New Notes
and Old Notes.............. Interest on each New Note will accrue from the date
of issuance of the Old Note for which the New Note
is exchange or from the date of the last periodic
payment of interest on such Old Note, whichever is
later. No additional interest will be paid on Old
Notes tendered and accepted for exchange.

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Conditions to the Exchange
Offer.................... The Exchange Offer is subject to certain customary
conditions, certain of which may be waived by the
Company. See "The Exchange Offer -- Conditions to
the Exchange Offer."

Procedures for Tendering
Old Notes.................. Each holder of Old Notes wishing to accept the
Exchange Offer must complete, sign and date the
Letter of Transmittal, or a copy thereof, in
accordance with the instructions contained herein
and therein, and mail or otherwise deliver the
Letter of Transmittal, or the copy, together with
the Old Notes and any other required documentation,
to the Exchange Agent (as defined) at the address
set forth herein. Persons holding the Old Notes
through the Depository Trust Company ("DTC") and
wishing to accept the Exchange Offer must do so
pursuant to the DTC's Automated Tender Offer
Program, by which each tendering participant will
agree to be bound by the Letter of Transmittal. By
executing or agreeing to be bound by the Letter of
Transmittal, each holder will represent to the
Company that, among other things, (i) the New Notes
acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the
person receiving such New Notes, whether or not
such person is the registered holder of the Old
Notes, (ii) neither the holder nor any such other
person is engaging in or intends to engage in a
distribution of such New Notes, (iii) neither the
holder nor any such other person has an arrangement
or understanding with any person to participate in
the distribution of such New Notes, and (iv)
neither the holder nor any such other person is an
"affiliate," as defined under Rule 405 promulgated
under the Securities Act, of the Company. Pursuant
to the Registration Rights Agreement, the Company
is required to file a "shelf" registration
statement for a continuous offering pursuant to
Rule 415 under the Securities Act in respect of the
Old Notes if (i) because of any change in law or
applicable interpretations of the staff of the
Commission, the Company is not permitted to effect
the Exchange Offer, (ii) the Exchange Offer is not
consummated within 150 days of the Offering, or the
Registration Statement related to this Exchange
Offer is not declared effective within 120 days of
the Offering, (iii) any of the Initial Purchasers
requests, (iv) any applicable law or
interpretations do not permit any holder of Old
Notes to participate in the Exchange Offer, (v) any
holder of Old Notes participates in the Exchange
Offer and does not receive freely transferrable New
Notes in exchange for Old Notes or (vi) the Company
so elects.

Acceptance of Old Notes and
Delivery of New Notes.... The Company will accept for exchange any and all
Old Notes that are properly tendered (and not
withdrawn) in the Exchange Offer prior to 5:00
p.m., New York City time, on the Expiration Date.
The New Notes issued pursuant to the Exchange Offer
will be delivered promptly following the Expiration
Date. See "The Exchange Offer -- Terms of the
Exchange Offer."

Exchange Agent............. Chase Bank of Texas, National Association is
serving as Exchange Agent (the "Exchange Agent") in
connection with the Exchange Offer.

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Federal Income Tax
Considerations........... The exchange pursuant to the Exchange Offer will
not be a taxable event for federal income tax
purposes. See "Certain United States Federal Income
Tax Considerations."

Effect of Not Tendering.... Old Notes that are not tendered or that are
improperly tendered and not accepted will,
following the completion of the Exchange Offer,
continue to be subject to the existing restrictions
upon transfer thereof. The Company will have no
further obligation to provide for the registration
under the Securities Act of such Old Notes.

THE NEW NOTES

Issuer..................... Classic Cable, Inc.

Securities Offered......... $125,000,000 aggregate principal amount of 9 7/8%
Senior Subordinated Notes due 2008.

Maturity Date.............. August 1, 2008.

Interest Payment Dates..... February 1 and August 1 of each year, commencing
February 1, 1999.

Optional Redemption........ The New Notes will be redeemable at the option of
Company, in whole or in part, at any time on or
after August 1, 2003, at a premium to the aggregate
principal amount, with the premium declining
ratably to 100% of the aggregate principal amount
on August 1, 2006, at the redemption prices set
forth herein, plus accrued and unpaid interest, if
any, to the applicable date of redemption.

In addition, at any time on or prior to August 1,
2001, the Company will have the option to redeem up
to 35% of the aggregate principal amount of the New
Notes originally issued in the Exchange Offering at
a redemption price equal to 109.875% of the
aggregate principal amount thereof, plus accrued
and unpaid interest, if any, to the applicable date
of redemption, with the Net Cash Proceeds of one or
more Equity Offerings or a Strategic Equity
Investment; provided that at least 65% of the
aggregate principal amount of the New Notes
originally issued in the Exchange Offering remains
outstanding immediately after each such redemption.

Guarantees................. The New Notes will be guaranteed, jointly and
severally, on a senior subordinated basis by the
Subsidiary Guarantors (the "Subsidiary
Guarantees"). The obligations of any Subsidiary
Guarantor with respect to its Subsidiary Guarantee
will be subordinated in right of payment, to the
same extent as the obligations of the Company in
respect of the New Notes, to all existing and
future Senior Indebtedness of such Subsidiary
Guarantor, which will include any guarantee by such
Subsidiary Guarantor of the Company's indebtedness
under the Senior Credit Agreement.

Ranking.................... The New Notes will be unsecured senior subordinated
obligations of the Company. The New Notes will be
subordinated in right of payment to all existing
and future Senior Indebtedness of Company and will
rank pari passu in right of payment with all
existing and future unsecured senior subordinated
Indebtedness (as defined) of the Company. As of
June 30, 1998, after giving pro forma effect to the
Financing Plan, Senior Indebtedness of the Company
would have been approximately $96.4 mil-

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<PAGE> 10

lion. See "Risk Factors -- Subordination" and
"Description of the New Notes -- Ranking."

Change of Control.......... Upon the occurrence of a Change of Control, (i) the
Company will have the option to redeem the New
Notes prior to August 1, 2003, at a redemption
price equal to the aggregate principal amount
thereof, plus accrued and unpaid interest to the
date of redemption, plus the Applicable Premium (as
defined), and (ii) each holder of New Notes will
have the right to require the Company to repurchase
all or a portion of the New Notes held by such
holder at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued
and unpaid interest, if any, to the date of
repurchase. See "Description of the New Notes --
Change of Control."

Certain Covenants.......... The Indenture will contain certain covenants that,
among other things, will limit the ability of the
Company to: (i) incur Indebtedness; (ii) make
Restricted Payments (as defined); (iii) incur other
senior subordinated Indebtedness, (iv) create
certain liens; (v) enter into transactions with
affiliates; (vi) create certain dividend and other
payment restrictions affecting subsidiaries; (vii)
make certain Asset Sales (as defined); and (viii)
engage in any merger, consolidation or sale of
substantially all assets. See "Description of the
New Notes -- Certain Covenants."

USE OF PROCEEDS

There will be no cash proceeds to the Company from the exchange pursuant to
the Exchange Offer. See "Use of Proceeds."

ABSENCE OF A PUBLIC MARKET FOR THE NOTES

There is currently no market for the Old Notes. The New Notes will be new
securities for which there currently is no market. Although Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Goldman, Sachs & Co.
(together with Merrill Lynch, the "Initial Purchasers") have informed the
Company that they currently intend to make a market in the New Notes, they are
not obligated to do so and any such market making may be discontinued at any
time without notice. Accordingly, there can be no assurance as to the
development or liquidity of any market for the New Notes. The Company does not
intend to apply for listing of the New Notes, on any securities exchange;
however, the Notes are designated for trading by qualified institutional buyers
in the NASD's Private Offerings, Resales and Trading Through Automatic Linkages
("PORTAL") market. See "Plan of Distribution."

RISK FACTORS

Purchasers of the New Notes should carefully consider the risk factors set
forth under the caption "Risk Factors" and the other information included in
this Prospectus prior to making an investment decision. See "Risk Factors."

7
<PAGE> 11

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table sets forth certain summary historical and pro forma
financial and operating data of the Company and the systems acquired from Cable
One. The historical data for each of the three years ended December 31, 1995,
1996 and 1997 has been derived from the audited consolidated financial
statements of the Company and, with respect to the Cable One systems, from
unaudited financial information of Cable One for the year ended December 31,
1997. The historical financial data for the six months ended June 30, 1997 and
1998 has been derived from unaudited financial statements of the Company and
Cable One. The unaudited financial statements include all adjustments,
consisting of normal recurring accruals, which the Company's management
considers necessary for a fair presentation of the financial position and the
results of operations for these periods. Operating results for the six months
ended June 30, 1998 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 1998.

The unaudited pro forma data gives effect to the Financing Plan as if all
such transactions had been consummated on January 1, 1997 in the case of
financial data and operations data and on June 30, 1998 with respect to balance
sheet data. The pro forma data has been derived from the Unaudited Pro Forma
Condensed Consolidated Financial Information of the Company which is included
elsewhere herein. The unaudited pro forma data does not purport to be indicative
of the results that would have been obtained had such transactions been
completed as of the assumed dates and for the periods presented nor is it
necessarily indicative of results that may be obtained in the future.

The data presented below should be read in conjunction with the historical
consolidated financial statements of the Company and the notes related thereto,
the Unaudited Pro Forma Condensed Consolidated Financial Information and the
notes related thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," all of which appear elsewhere in this
Offering Memorandum. Acquisitions of cable television systems during the periods
for which the summary financial and operating data are presented below
materially affect the comparability of such data from one period to another.

8
<PAGE> 12

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
------------------------------------------ -------------------------------
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
------------------------------ --------- ------------------- ---------
1995 1996 1997(1) 1997(1) 1997 1998 1998
-------- -------- -------- --------- -------- -------- ---------
(DOLLARS IN THOUSANDS, EXCEPT SUBSCRIBER DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL DATA:
Revenues........................ $36,677 $59,821 $60,995 $72,177 $30,221 $32,214 $37,897
Costs and expenses.............. 18,911 32,495 35,121 41,952 17,397 17,820 21,050
Depreciation and amortization... 16,427 27,510 27,832 34,058 13,893 14,169 17,355
-------- -------- -------- -------- -------- -------- --------
Operating income (loss)......... 1,339 (184) (1,958) (3,833) (1,049) 225 (508)
Interest expense................ (14,132) (20,164) (20,760) (22,448) (9,740) (10,223) (10,989)
Gain on sale of cable system.... -- 4,901 3,644 3,644 3,644 -- --
Write-offs of abandoned
telephone operations.......... -- (2,994) (500) (500) -- -- --
Other income (expense).......... -- -- 72 190 39 64 (446)
-------- -------- -------- -------- -------- -------- --------
Loss before income tax benefit
and extraordinary loss........ (12,793) (18,441) (19,502) (22,497) (7,106) (9,934) (11,943)
Income tax benefit.............. 4,510 6,633 7,149 8,469 2,608 1,371 729
Extraordinary loss.............. (4,054) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net loss........................ $(12,337) $(11,808) $(12,353) $(14,478) $(4,498) $(8,563) $(11,214)
======== ======== ======== ======== ======== ======== ========
OTHER FINANCIAL DATA:
System Cash Flow(2)............. $18,887 $28,481 $29,012 $34,265 $14,026 $15,177 $17,630
System Cash Flow margin......... 51.5% 47.6% 47.6% 47.5% 46.4% 47.1% 46.5%
Annualized System Cash
Flow(3)....................... $-- $-- $-- $34,265 $28,052 $30,354 $35,260
EBITDA(4)....................... 17,766 27,326 27,559 31,910 12,939 14,394 16,847
EBITDA margin................... 48.4% 45.7% 45.2% 44.2% 42.8% 44.7% 44.5%
Annualized EBITDA(3)............ $-- $-- $-- $31,910 $25,878 $28,788 $33,694
Capital expenditures............ 3,931 8,212 10,135 10,135 4,834 4,201 4,201
Deficiency of earnings to fixed
charges(5).................... (12,793) (18,441) (19,502) (22,947) (7,106) (9,934) (11,943)
Ratio of Company debt to
annualized EBITDA............. 6.6x
Ratio of CCI debt to annualized
EBITDA........................ 8.3x
Ratio of EBITDA to interest
expense....................... 1.5x
Ratio of EBITDA to cash
interest(6)................... 1.7x
OPERATING DATA (end of period,
except avg.):
Homes passed(7)................. 269,336 259,181 254,649 295,277 250,038 254,649 295,277
Basic subscribers(8)(9)......... 182,696 171,657 165,737 193,708 165,299 163,243 191,409
Basic penetration(9)(10)........ 67.8% 66.2% 65.1% 65.6% 66.1% 64.1% 64.8%
Premium subscribers(11)......... 65,400 62,458 63,819 81,531 65,171 63,389 79,601
Premium penetration(12)......... 35.8% 36.4% 38.5% 42.1% 39.4% 38.8% 41.6%
Average monthly basic revenue
per basic subscriber(13)...... $21.40 $22.77 $25.22 $25.34 $24.81 $27.50 $27.47
Average monthly total revenue
per basic subscriber(14)...... 26.00 27.68 30.14 30.59 29.58 32.64 32.78
Annual/Annualized System Cash
Flow per average basic
subscriber(15)................ 160.63 158.17 172.02 174.26 164.73 184.51 183.00
Annual/Annualized EBITDA per
average basic
subscriber(16)................ 151.10 151.76 163.40 162.29 150.86 174.99 174.81
COMPANY BALANCE SHEET DATA (end
of period):
Total assets.................... $271,496 $245,987 $220,468 $-- $-- $211,453 $261,083
Total debt(17).................. 204,646 193,998 187,967 -- -- 189,157 220,820
Total liabilities............... 229,426 215,826 202,761 -- -- 202,361 235,721
Total redeemable preferred
stock......................... 1,292 1,292 1,292 -- -- 1,292 --
Total stockholders equity....... 40,777 28,868 16,414 -- -- 7,800 25,362
</TABLE>

(Footnotes on following page)

9
<PAGE> 13

(1) System Cash Flow excludes a charge of $250,000 for the write-off of
abandoned telephone operations. EBITDA excludes charges, including divorce
litigation costs of $1,035,000 and special bonuses paid to executive
officers of $400,000.

(2) System Cash Flow represents EBITDA plus corporate overhead expenses. The
Company believes that System Cash Flow is a meaningful measure of
performance because it is commonly used in the cable television industry to
analyze and compare cable television companies on the basis of operating
performance, leverage and liquidity. However, System Cash Flow is not
intended to be a performance measure that should be regarded as an
alternative to, or more meaningful than, either operating income or net
income as an indicator of operating performance or cash flows as a measure
of liquidity, as determined in accordance with generally accepted
accounting principles. Also, System Cash Flow, as computed by the Company,
is not necessarily comparable to similarly titled amounts of other
companies.

(3) Annualized System Cash Flow and Annualized EBITDA for all six-month periods
have been computed by multiplying the respective quarterly amounts by two.

(4) EBITDA represents net income before depreciation, amortization, interest
expense and income taxes, and also excludes gain on sale of systems,
abandonment of telephone operations and extraordinary items. The Company
believes that EBITDA is a meaningful measure of performance because it is
commonly used in the cable television industry to analyze and compare cable
television companies on the basis of operating performance, leverage and
liquidity. However, EBITDA is not intended to be a performance measure that
should be regarded as an alternative to, or more meaningful than, either
operating income or net income as an indicator of operating performance or
cash flows as a measure of liquidity, as determined in accordance with
generally accepted accounting principles. Also, EBITDA, as computed by the
Company, is not necessarily comparable to similarly titled amounts of other
companies.

(5) Deficiency of earnings to fixed charges consists of loss before income tax
benefit and extraordinary loss. Fixed charges consist of interest expense,
the interest portion of the rental expense, and dividends on unconsolidated
subsidiary.

(6) Pro forma cash interest includes interest on borrowings under the Senior
Credit Agreement and the Senior Subordinated Notes.

(7) Homes passed refers to estimates by the Company of the approximate number
of dwelling units in a particular community that can be connected to the
Company's cable television distribution system without any further
extension of principal transmission lines.

(8) A home with one or more television sets connected to a cable system is
counted as one basic subscriber. Bulk accounts are included on an
equivalent basic unit ("EBU") basis in which the total monthly bill for the
account is divided by the basic monthly charge for a single outlet in the
area. End of period basic and premium subscribers are net of system sales
that occurred during 1996 and 1997.

(9) End of period subscribers reflect asset sales that were consummated during
the third quarter of 1996 and the second quarter of 1997.

(10) Penetration is described as basic subscribers as a percentage of homes
passed.

(11) Premium service units include only single channel services offered for a
monthly fee per channel and do not include tiers of channels offered as a
package for a single monthly fee. A subscriber may purchase more than one
premium service, each of which is counted as a separate premium service
unit.

(12) Premium service units as a percentage of basic subscribers.

(13) Average monthly basic revenue per basic subscriber equals basic revenues of
cable systems during the respective period divided by the months in the
period and divided by the weighted average number of basic subscribers of
the Company for such respective periods.

(14) Average monthly total revenue per basic subscriber equals total revenues of
cable systems during the respective period divided by the months in the
period and divided by the weighted average number of basic subscribers of
the Company for such respective periods.

(15) Annual/Annualized System Cash Flow per average basic subscriber equals
annual System Cash Flow during the respective period divided by the months
in the period and divided by the weighted average number of basic
subscribers of the Company for such respective periods.

(16) Annual/Annualized EBITDA per average basic subscriber equals EBITDA during
the respective period divided by the months in the period and divided by
the weighted average number of basic subscribers of the Company for such
respective periods.

(17) Total debt at June 30, 1998 reflects total indebtedness payable of
$190,225,000 less $1,675,000 of unamortized warrant discount related to the
Prior Credit Agreement.

10
<PAGE> 14

RISK FACTORS

In addition to the other information set forth in this Prospectus,
prospective investors should carefully review the following risk factors before
deciding to purchase the New Notes. References to the Company in this section do
not include the Cable One Acquisition, unless the context requires otherwise.

SUBSTANTIAL LEVERAGE

The Company is, and will continue to be, highly leveraged as a result of
the substantial indebtedness it has incurred, and intends to incur, to finance
acquisitions and expand its operations. At June 30, 1998, the Company's
aggregate consolidated indebtedness was approximately $189.2 million. After
giving effect to the Financing Plan as if it had been consummated on June 30,
1998, the Company's aggregate consolidated indebtedness on a pro forma basis
would have been approximately $220.8 million. The Company would have had
stockholders' equity of approximately $25.4 million. The Company will have
significant cash interest expense relating to the Notes and its indebtedness
under the Senior Credit Agreement, and a substantial portion of the Company's
cash flow will be required for debt service. The average interest rate accrued
on the Company's long-term indebtedness during the year ended December 31, 1997
was 9.7%. The Company may incur other indebtedness to make additional
acquisitions in the future.

For the year ended December 31, 1997 and the six months ended June 30,
1998, the Company's earnings were insufficient to cover its fixed charges by
$19.5 million, and $9.9 million, respectively. However, such amounts reflect
non-cash charges totaling approximately $27.8 million and $14.2 million,
respectively, consisting of depreciation and amortization. After giving pro
forma effect to the Financing Plan as if such transactions had been consummated
on January 1, 1997, the Company's consolidated earnings on a pro forma basis
would have been insufficient to cover its total fixed charges by approximately
$22.9 million and $11.9 million for the year ended December 31, 1997, and the
six months ended June 30, 1998. However, such amounts reflect non-cash
depreciation and amortization charges totaling approximately $34.1 million and
$17.4 million, respectively.

The degree to which the Company is leveraged could have important
consequences to holders of the New Notes including, but not limited to, the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate or other purposes may be limited; (ii) a substantial portion of the
Company's cash flow from operations will be dedicated to the payment of the
principal of, and interest on, its debt; (iii) the Senior Credit Agreement
contains certain restrictive financial and operating covenants which could limit
the Company's ability to compete as well as its ability to expand; and (iv) the
Company's substantial leverage may make it more vulnerable to economic
downturns, limit its ability to withstand competitive pressures and reduce its
flexibility in responding to changing business and economic conditions. The
ability of the Company to pay interest and principal on the New Notes and to
meet its debt obligations and to make distributions to CCI to pay interest and
principal on its debts, will depend on the future operating performance of the
Company, which could be affected by changes in economic conditions and other
factors, including factors beyond the control of the Company. Failure to comply
with the covenants and other provisions of debt instruments by the Company could
result in events of default under such instruments, which could permit
acceleration of the debt under such instruments and, in some cases, acceleration
of debt under other instruments that contain cross-default or cross-
acceleration provisions.

If the Company is unable to generate sufficient cash flow to meet its debt
obligations, it may be required to renegotiate the terms of its long-term debt
instruments or to refinance all or a portion of its long-term debt. There can be
no assurance that the Company would be able to renegotiate such terms or
refinance their indebtedness, or, if it was able to do so, that the terms
available to them would be favorable. If the Company were unable to refinance
its indebtedness or obtain new financing under such circumstances, it would have
to consider options such as the sale of certain assets to meet its debt service,
reduction of planned capital expenditures, negotiation with its lenders to
restructure applicable indebtedness or other options available to it under law.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

11
<PAGE> 15

NET LOSSES

The Company reported, on a consolidated basis, a net loss of approximately
$12.3 million for the year ended December 31, 1995, a net loss of $11.8 million,
for the year ended December 31, 1996, a net loss of $12.3 million for the year
ended December 31, 1997, and a net loss of $8.6 for the six months ended June
30, 1998. On a pro forma basis for the year ended December 31, 1997, and the six
months ended June 30, 1998, after giving effect to the Financing Plan, the
Company would have reported, on a consolidated basis, net losses of
approximately $14.5 million and $11.2 million, respectively. These losses
reflect significant depreciation and amortization charges and interest expense
on debt incurred by the Company. There can be no assurance that the Company will
become profitable in the foreseeable future. Utilization of the Company's net
operating losses for federal income tax purposes in the future is subject to
certain limitations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations."

SUBORDINATION

The New Notes and the Subsidiary Guarantees will be unsecured and
subordinated in right of payment to all existing and future Senior Indebtedness
of the Company and the Subsidiary Guarantors, including obligations under the
Senior Credit Agreement. As a result, in the event of a default in payment of or
acceleration of the Company's or any Subsidiary Guarantor's Senior Indebtedness,
or upon the liquidation, reorganization, insolvency, bankruptcy, or dissolution
of the Company or any Subsidiary Guarantor, holders of Senior Indebtedness will
be entitled to receive payment in full of such Senior Indebtedness prior to any
payment being made on the New Notes or such Subsidiary Guarantor's Subsidiary
Guarantee. In addition, if any default exists with respect to certain Senior
Indebtedness under the Senior Credit Agreement and certain other conditions are
satisfied, the Company may not make any payments on the New Notes for a
designated period of time. By reason of such subordination provisions, upon the
occurrence of any such event, there may be insufficient assets remaining after
payment of Senior Indebtedness to pay amounts due on the New Notes and the
Subsidiary Guarantees. In addition, the obligations outstanding under the Senior
Credit Agreement will be secured by substantially all of the assets of the
Company and its subsidiaries and the lenders thereunder will have a claim on
such assets prior to the claims of holders of the New Notes. As of June 30,
1998, after giving pro forma effect to the Financing Plan, the aggregate
principal amount of the Company's outstanding Senior Indebtedness would have
been approximately $95.8 million. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Description of the New Notes -- Ranking and Subordination."

DEPENDENCE ON KEY PERSONNEL

The loss of the services of J. Merritt Belisle, CCI's Chairman and Chief
Executive Officer or Steven E. Seach, CCI's President and Chief Financial
Officer, could have an adverse impact on the Company. Although the Company has
employment agreements with J. Merritt Belisle and Steven E. Seach, there can be
no assurance that the services of such personnel will continue to be made
available to the Company. The Company does carry key man life insurance on Mr.
Belisle.

Each of J. Merritt Belisle and Steven E. Seach is permitted, pursuant to
the terms of their employment agreements to engage in and pursue the acquisition
of other business opportunities, including other cable television businesses, so
long as the Company has been given a right of first refusal to take advantage of
any such opportunity and so long as the employee continues to devote
substantially all of his time to the management of the Company. If the Company
does not exercise its right of first refusal, Messrs. Seach and Belisle might be
in the position of engaging in other businesses, including businesses that might
be in the same industry as the Company. See "Management -- Employment Agreements
and Termination of Employment Agreements."

RISKS RELATING TO ACQUISITION STRATEGY

A significant element of the Company's growth strategy is to expand by
acquiring cable television systems and/or Internet service providers located in
reasonable proximity to existing systems or of a sufficient size to

12
<PAGE> 16

enable the acquired system to serve as the basis for a regional cluster. There
can be no assurance that the Company will be able to identify and acquire
additional cable and Internet systems or that it will be able to finance
significant acquisitions in the future. The Company anticipates that it will
likely incur substantial additional indebtedness to finance acquisitions in the
future. The Company's ability to pay interest and principal on the New Notes and
to satisfy its debt obligations will be dependent on the future operating
performance of the Company. See "Business -- Business Strategy."

NON-EXCLUSIVE FRANCHISES; NON-RENEWAL OR TERMINATION OF FRANCHISES

Cable television companies operate under non-exclusive franchises, permits
or licenses granted by a municipality or other state or local governmental
entity which are subject to renewal and renegotiation from time to time. The
terms and conditions of franchises vary materially from jurisdiction to
jurisdiction. A franchise is generally granted for a fixed term ranging from
five to fifteen years, but in many cases is terminable if the franchisee fails
to comply with its material provisions. The Company's business is dependent upon
the retention and renewal of its local franchises. Franchises typically impose
conditions relating to the operation of cable television systems, including
requirements relating to the payment of fees, system bandwidth capacity,
customer service requirements, franchise renewal and termination. The Cable
Television Consumer Protection and Competition Act of 1992 (the "1992 Cable
Act") prohibits franchising authorities from granting exclusive cable television
franchises and from unreasonably refusing to award additional competitive
franchises; it also permits municipal authorities to operate cable television
systems in their communities without franchises. The Cable Communications Policy
Act of 1984 (the "1984 Cable Act"), the 1992 Cable Act and the Telecommunication
Act of 1996 (the "1996 Act") (collectively, the "Cable Acts") provide, among
other things, for an orderly franchise renewal process which requires that an
incumbent franchise renewal application be assessed on its own merits and not as
part of a comparative process with competing applications. A franchise renewal
will not be unreasonably withheld or, if renewal is denied and the franchising
authority acquires ownership of the system or effects a transfer of the system
to another person, the operator generally is entitled to the "fair market value"
for the system covered by such franchise. Historically, franchises have been
renewed for cable operators that have provided satisfactory services and have
complied with the terms of their franchises. Although the Company believes that
it generally has good relationships with its franchise authorities, no assurance
can be given that the Company will be able to retain or renew such franchises or
that the terms of any such renewals will be on terms as favorable to the Company
as the Company's existing franchises. To date, the Company has never had a
franchise revoked and no request for a franchise renewal or extension has been
denied, although the renewal or extended franchises have frequently resulted in
franchise modification on terms satisfactory to the Company. Furthermore, it is
possible that a franchise authority might grant a franchise to another cable
company. The non-renewal or termination of franchises relating to a significant
portion of the Company's subscribers could have a material adverse effect on the
Company's results of operations. See "Business -- Franchises."

LEGISLATION AND REGULATION

The cable television industry is subject to extensive regulation at the
federal, state and local levels. The Cable Acts, which amended the
Communications Act of 1934 (the "Communications Act"), establish a national
policy to guide the development and regulation of cable television systems.
Principal responsibility for implementing the policies of the Cable Acts and
1996 Act has been allocated between the FCC and state or local regulatory
authorities. It is not possible to predict the effect that ongoing or future
developments may have on the cable communications industry or on the operations
of the Company.

Under the Cable Acts, franchising authorities may elect to regulate basic
cable rates and rates for tiers of service above the basic rate may be regulated
by the FCC. Under the rate-making rules adopted by the FCC, local authorities
that elected to regulate basic cable rates can require rates to be set at
"benchmark" levels or, at the cable operator's option, based on the operator's
cost of service. The FCC has adopted rules liberalizing cost of service
calculations for small cable systems operated by small cable companies. Few of
the jurisdictions in which the Company operates have elected to certify to
regulate rates and the Company believes that the FCC's small systems rate
regulations will afford it additional flexibility to adjust its rates. However
there can

13
<PAGE> 17

be no assurance that the Company's revenues and results of operations will not
be adversely affected in the future by regulation of cable system rates. The
1996 Act deregulates rates for cable programming services tiers ("CPSTs")
commencing in March 1999, and, for certain small cable operators, immediately
eliminates rate regulation of CPSTs, and, in certain limited circumstances,
basic services and equipment. The FCC is currently developing permanent
regulations to implement the rate deregulation provisions of the 1996 Act. The
Company is currently unable to predict the ultimate effect of the Cable Acts
including future Congressional action, the FCC's implementing regulations, or
the litigation challenging various aspects of this federal legislation and the
FCC's regulations. The FCC and Congress continue to be concerned that rates for
regulated programming services are rising at a rate exceeding inflation. It is
therefore possible that the FCC will further restrict the ability of cable
television operators to implement rate increases and/or Congress will enact
legislation which would, for example, delay or suspend the scheduled March 1999
termination of CPST rate regulation. Cable television systems generally operate
pursuant to non-exclusive franchises, permits or licenses granted by a
municipality or other state or local governmental entity. The terms and
conditions of franchises vary materially from jurisdiction to jurisdiction. A
number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies. To date, no state in which the Company
currently operates has enacted state level regulation. The Company cannot
predict whether any of the states in which it currently operates will engage in
such regulation in the future. See "Business -- Legislation and
Regulation -- Cable Regulation -- Rate Regulation."

The FCC also regulates numerous other aspects of the cable television
business including terms of franchise agreements, mandatory carriage of certain
local broadcasters that elect must-carry status, ownership of cable television
systems together with telephone systems or programming providers and other
matters. See "Business -- Legislation and Regulation."

The above-described regulations may affect the Company's ability to obtain
a sufficient return on its investments. Furthermore, the regulations are
changing rapidly to allow significantly increased competition among various
service providers. The Company cannot predict the eventual effect of these
regulations. See "Business -- Legislation and Regulation."

SIGNIFICANT COMPETITION IN THE CABLE TELEVISION INDUSTRY

Cable television systems face competition from alternative methods of
receiving and distributing television signals and from other sources of news,
information and entertainment, such as off-air television broadcast programming,
newspapers, movie theaters, live sporting events, interactive computer programs
and home video products, including videotape cassette recorders. Because the
Company's franchises are non-exclusive, there is the potential for competition
with the Company's systems from other operators of cable systems, including
systems operated by local governments and from other distribution systems
capable of delivering programming to homes or businesses, including direct
broadcast satellite ("DBS") systems and multichannel multipoint distribution
service ("wireless cable") systems which use low-power microwave frequencies to
transmit video programming over the air to customers. Within the home video
programming market, the Company competes with other cable franchise holders and
with satellite and wireless cable providers. In recent years, the FCC has
adopted policies providing for a more favorable operating environment for new
and existing technologies that provide, or have the potential to provide,
substantial competition to cable systems. Programming comparable to that of
cable systems is currently available to the owners of home satellite dish earth
stations ("HSDs") through conventional-, medium- and high-powered satellites.
Several companies offer DBS service. In recent years there has been significant
national growth in the number of subscribers to DBS services, and such growth
would be assisted if one or more DBS providers is successful in delivering local
broadcast signals. Legislation has been introduced in Congress to amend the
Copyright Act to authorize carriage of local broadcast signals by DBS providers.

In addition, recent FCC and judicial decisions and federal legislation will
enable local telephone companies to provide a wide variety of video services
competitive with services provided by cable systems and to provide cable
services directly to customers. The Company cannot predict the extent to which
competition will materialize from other cable television operators, other
distribution systems for delivering video programming to the home or other
potential competitors, or, if such competition materializes, the extent of its

14
<PAGE> 18

effect on the Company. Various LECs (as defined) currently are providing video
programming services within and outside their telephone service areas through a
variety of distribution methods, including both the deployment of broadband wire
facilities and the use of wireless transmission facilities. Advances in
communications technology as well as changes in the marketplace and the
regulatory and legislative environment are constantly occurring. Thus, it is not
possible to predict the effect that ongoing or future developments might have on
the cable industry. See "Business -- Competition" and "Business -- Legislation
and Regulation."

HOLDING COMPANY STRUCTURE; FRAUDULENT CONVEYANCE; POSSIBLE STRUCTURAL
SUBORDINATION

The Company is a holding company that is dependent on the cash flow
generated by its direct and indirect operating subsidiaries. The Company must
rely on dividends or other intercompany transfers from such operating
subsidiaries to generate the funds necessary to meet debt service and other
obligations, including the payment of principal and interest on the New Notes.
The ability of such subsidiaries to pay such dividends or make other payments
will be subject to applicable state laws. In addition, claims of creditors of
the subsidiaries, including trade creditors, will generally have priority as to
the assets of such subsidiaries over the claims and equity interests of the
Company and, thereby indirectly, the holders of indebtedness of the Company. The
Indenture, among other things, limits the incurrence or issuance of additional
Indebtedness and Preferred Stock (as defined) by the Company's subsidiaries and
prohibit certain distributions by such subsidiaries. However, these limitations
and prohibitions are subject to certain qualifications set forth in the
Indenture. See "Credit Arrangements of the Company" and "Description of the New
Notes."

Substantially all of the Company's operating income is generated by the
subsidiaries of the Company. As a result, the Company has generally relied, and
will continue to rely, on distributions or advances from its subsidiaries in
paying the principal and interest on the Notes. Should the Company fail to
satisfy any payment obligation under the Notes, the holders would have a direct
claim against the Subsidiary Guarantors pursuant to the Subsidiary Guarantees.
In the event of the bankruptcy or insolvency of any of the Subsidiary
Guarantors, however, the incurrence by each Subsidiary Guarantor of the
Subsidiary Guarantee would be subject to review under relevant federal and state
fraudulent conveyance and similar statutes in a bankruptcy or reorganization
case or a lawsuit by or on behalf of creditors of such Subsidiary Guarantor.
Under those statutes, if a court were to find that the Subsidiary Guarantee of
such Subsidiary Guarantor was incurred with the intent of hindering, delaying or
defrauding creditors or that such Subsidiary Guarantor received less than a
reasonably equivalent value or fair consideration therefor and, at the time of
its incurrence, such Subsidiary Guarantor either (i) was insolvent or rendered
insolvent by reason thereof, (ii) was engaged in a business or transaction for
which its remaining unencumbered assets constituted unreasonably small capital,
or (iii) intended to or believed that it would incur debts beyond its ability to
pay as they matured or became due, the court could void those obligations.

The measure of insolvency for purposes of a fraudulent conveyance claim
will vary depending upon the law of the jurisdiction being applied. Generally,
however, a company is considered insolvent at a particular time if the sum of
its debts is greater than the then fair value of its assets, or if the fair
salable value of its assets is less than the amount that would be required to
pay its probable liability on its existing debts as they become absolute and
mature. The Company believes that, after giving effect to the Financing Plan and
the incurrence of the Subsidiary Guarantees by the Subsidiary Guarantors, each
of the Subsidiary Guarantors will be (i) neither insolvent nor rendered
insolvent by the incurrence of its Subsidiary Guarantee, (ii) in possession of
sufficient capital to run its business effectively, and (iii) incurring debts
within its ability to pay as the same mature or become due. No assurance can be
given, however, that the assumptions and methodologies used by the Company in
reaching its conclusions about the solvency of the Subsidiary Guarantors would
be adopted by a court or that a court would concur with those conclusions.

In the event that the Subsidiary Guarantee of a Subsidiary Guarantor were
voided as a fraudulent conveyance, holders of the Notes would effectively be
subordinated to all indebtedness and other liabilities and commitments of such
Subsidiary Guarantor.

15
<PAGE> 19

CONSEQUENCES OF FAILURE TO EXCHANGE

Following the completion of the Exchange Offer (except as set forth in the
second paragraph under "The Exchange Offer -- Purpose and Effect"), holders of
Old Notes not tendered will not have any further registration rights and those
Old Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for a holder's Old Notes could be
adversely affected upon completion of the Exchange Offer if the holder does not
participate in the Exchange Offer.

LACK OF ESTABLISHED MARKET FOR THE NOTES

There is no existing trading market for the Old Notes, and, although the
Company has been advised by the Initial Purchasers that they intend to make a
market in the New Notes, the Initial Purchasers are not obligated to do so and
any market making may be discontinued at any time without notice. In addition,
such market making activity may be limited during the Exchange Offer. Although
the New Notes are eligible for trading in the PORTAL market, there can be no
assurance as to the development of any market or the liquidity of any market
that may develop for the New Notes.

ABILITY TO PURCHASE NEW NOTES UPON A CHANGE OF CONTROL

If a Change of Control occurs, there can be no assurance that the Company
will have sufficient funds to repurchase the New Notes pursuant to the terms of
the Indenture. In the event that a Change of Control occurs at a time when the
Company does not have sufficient funds available to repurchase the New Notes or
at a time when the Company is prohibited from repurchasing the New Notes under
the terms of other indebtedness of the Company (and the Company is unable either
to obtain the consent of holders of such other indebtedness or to repay such
other indebtedness), an Event of Default would occur under the Indenture.
Furthermore, both the Senior Credit Agreement and the Indenture for the New
Notes include "change of control" provisions that permit, in the case of the
Senior Credit Agreement, the lenders thereunder to accelerate the repayment of
indebtedness thereunder and that require, in the case of the Indenture for the
Notes, the Company to offer to purchase all of the outstanding New Notes. Any
acceleration of the obligations of the Company under the Senior Credit Agreement
could materially and adversely affect the ability of the Company to effect a
purchase of the New Notes upon a Change of Control. In addition, the existence
of a holder's right to require the Company to repurchase its New Notes upon the
occurrence of a Change of Control may deter a third party from acquiring the
Company in a transaction which would constitute a Change of Control. See
"Description of the New Notes."

16
<PAGE> 20

USE OF PROCEEDS

There will be no cash proceeds to the Company from the exchange pursuant to
the Exchange Offer. The Company used the net proceeds from the Offering, along
with the net proceeds of offerings made concurrently therewith, (i) to fund the
Cable One Acquisition, (ii) to repay prior indebtedness, (iii) to redeem
previously outstanding preferred stock and (iv) for other general corporate
purposes, including working capital.

17
<PAGE> 21

CAPITALIZATION

The following table sets forth consolidated capitalization of CCI and of
the Company on an actual basis as of June 30, 1998 and as adjusted to give
effect to the Financing Plan as if it had occurred on June 30, 1998. See "Use of
Proceeds."

<TABLE>
<CAPTION>
AS OF JUNE 30, 1998
-------------------------------------------------
THE COMPANY CCI
--------------------- ------------------------
ACTUAL AS ADJUSTED ACTUAL AS ADJUSTED(1)
------ ----------- ------ --------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Cash and cash equivalents....................... $1.8 $5.0 $1.8 $5.0
====== ====== ====== ======
Total debt, including current portion:
Prior Credit Agreement(2)..................... $188.5 $-- $188.5 $--
Senior Credit Agreement(3).................... -- 95.8 -- 95.8
9 7/8% Senior Subordinated Notes.............. -- 124.4 -- 124.4
13 1/4% Senior Discount Notes................. -- -- -- 58.7
Other(4)...................................... 0.6 0.6 5.6 0.6
------ ------ ------ ------
Total debt................................. $189.1 $220.8 $194.1 $279.5
------ ------ ------ ------
15% PIK Redeemable Senior Preferred Stock....... $-- $-- $6.6 $--
15% PIK Redeemable Junior Preferred Stock....... -- -- 21.3 --
8% Cumulative Redeemable Preferred Stock........ 1.3 -- 1.3 --
Stockholders' equity (deficit)(5)............... 7.8 25.4 (25.3) (31.2)
------ ------ ------ ------
Total capitalization....................... $198.2 $246.2 $198.0 $248.3
====== ====== ====== ======
</TABLE>

- ---------------

(1) The "As Adjusted" information is adjusted to reflect the allocation of $1.3
million of the gross proceeds from the CCI private offering to the shares
issued in conjunction therewith. The value ascribed to the shares will
result in additional debt discount that will be amortized to interest
expense over the term of the New Notes.

(2) Includes $1.8 million of unamortized warrant discount allocated to
stockholders' equity. As of June 30, 1998, there was $190.2 million of
indebtedness payable under the Prior Credit Agreement.

(3) Effective July 29, 1998, the Company entered into the Senior Credit
Agreement with Union Bank. See "Credit Arrangements of the Company."

(4) Includes $0.6 million of promissory notes and $4.3 million of subordinated
debt at CCI.

(5) The "As Adjusted" information reflects (i) the write-off of deferred
financing costs, (ii) unamortized discounts, (iii) a capital contribution
from CCI to the Company, and (iv) a 10.07524-to-one stock split of the CCI
Common Stock effective July 22, 1998.

18
<PAGE> 22

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED
FINANCIAL AND OPERATING DATA

The following table sets forth certain summary historical and pro forma
financial and operating data of the Company and the systems acquired from Cable
One. The historical data as of and for the years ended December 31, 1995, 1996
and 1997 has been derived from the audited consolidated financial statements of
the Company, as of and for the years ended December 31, 1993 and 1994 from the
unaudited consolidated financial statements of the Company and, with respect to
the Cable One Systems, from unaudited financial information of Cable One for the
year ended December 31, 1997. The historical financial data for the six-months
ended June 30, 1997 and 1998, has been derived from unaudited financial
statements of the Company and Cable One. The unaudited financial statements
include all adjustments, consisting of normal recurring accruals, which
management considers necessary for a fair presentation of the financial position
and the results of operations for these periods. Operating results for the six
months ended June 30, 1998 are not necessarily indicative of the results that
may be expected for the entire year ending December 31, 1998.

The unaudited pro forma data gives effect to the Financing Plan as if all
such transactions had been consummated on January 1, 1997 in the case of
financial data and operations data and on June 30, 1998 with respect to balance
sheet data. The pro forma data has been derived from the Unaudited Pro Forma
Condensed Consolidated Financial Information of the Company and Cable One which
is included elsewhere herein. The unaudited pro forma data does not purport to
be indicative of the results that would have been obtained had such transactions
been completed as of the assumed dates and for the periods presented nor is it
necessarily indicative of results that may be obtained in the future.

The data presented below should be read in conjunction with the historical
consolidated financial statements of the Company and Cable One and the notes
related thereto, the Unaudited Pro Forma Condensed Consolidated Financial
Information and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," all of which appear elsewhere in this Offering
Memorandum. Acquisitions of cable television systems during the periods for
which the summary financial and operating data are presented below materially
affect the comparability of such data from one period to another.

19
<PAGE> 23

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
-------------------------------------------------------------- -------------------------------
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
-------------------------------------------------- --------- ------------------- ---------
1993 1994 1995 1996 1997(1) 1997(1) 1997 1998 1998
------- ------- -------- -------- -------- --------- -------- -------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER SUBSCRIBER DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FINANCIAL DATA:
Revenues....................... $10,855 $16,019 $36,677 $59,821 $60,995 $72,177 $30,221 $32,214 $37,897
Costs and expenses............. 5,898 8,372 18,911 32,495 35,121 41,952 17,377 17,820 21,050
Depreciation and
amortization................. 4,240 6,383 16,427 27,510 27,832 34,050 13,893 14,169 17,355
------- ------- -------- -------- -------- -------- -------- -------- --------
Operating income (loss)........ 717 1,264 1,339 (184) (1,958) (3,833) (1,049) 225 (508)
Interest expense............... (3,141) (4,975) (14,132) (20,164) (20,760) (22,448) (9,740) (10,223) (10,989)
Gain on sale of cable system... -- 115 -- 4,901 3,644 3,644 3,644 -- --
Write-offs of abandoned
telephone operations......... -- -- -- (2,994) (500) (500) -- -- --
Other income (expense)......... -- -- -- -- 72 190 39 64 (446)
------- ------- -------- -------- -------- -------- -------- -------- --------
Loss before income tax benefit,
minority interest and
extraordinary loss........... (2,424) (3,596) (12,793) (18,441) (19,502) (22,947) (7,106) (9,934) (11,943)
Income tax benefit............. 725 1,121 4,510 6,633 7,149 8,469 2,608 1,371 729
Extraordinary loss............. -- -- (4,054) -- -- -- -- -- --
Minority interest in net loss
of sub....................... 5 46 -- -- -- -- -- -- --
------- ------- -------- -------- -------- -------- -------- -------- --------
Net loss....................... $(1,694) $(2,429) $(12,337) $(11,808) $(12,353) $(14,478) $(4,498) $(8,563) $(11,214)
======= ======= ======== ======== ======== ======== ======== ======== ========
OTHER FINANCIAL DATA:
System Cash Flow(2)............ $5,342 $8,260 $18,887 $28,481 $29,012 $34,265 $14,026 $15,177 $17,630
System Cash Flow margin........ 49.2% 51.6% 51.5% 47.6% 47.6% 47.5% 46.4% 47.1% 46.5%
Annualized System Cash
Flow(3)...................... $-- $-- $-- $-- $-- $34,265 $28,052 $30,354 $35,260
EBITDA(4)...................... 4,957 7,647 17,766 27,326 27,559 31,910 12,939 14,394 16,847
EBITDA margin.................. 45.7% 47.7% 48.4% 45.7% 45.2% 44.2% 42.8% 44.7% 44.5%
Annualized EBITDA(3)........... $-- $-- $-- $-- $-- $31,910 $25,878 $28,788 $33,694
Capital expenditures........... 1,738 1,879 3,931 8,212 10,135 10,135 4,834 4,201 4,201
Deficiency of earnings to fixed
charges(5)................... (2,424) (3,596) (12,793) (18,441) (19,502) (22,947) (7,106) (9,934) (11,943)
Ratio of Company debt to
annualized EBITDA............ 6.6x
Ratio of CCI debt to annualized
EBITDA....................... 8.3x
Ratio of EBITDA to interest
expense...................... 1.5x
Ratio of EBITDA to cash
interest(6).................. 1.7x
OPERATING DATA (end of period,
except avg.):
Homes passed(7)................ 52,244 95,055 269,336 259,181 254,649 295,277 250,038 254,649 295,277
Basic subscribers(8)(9)........ 40,186 72,865 182,696 171,657 165,737 193,708 165,299 163,243 191,409
Basic penetration(9)(10)....... 76.9% 76.7% 67.8% 66.2% 65.1% 65.6% 66.1% 64.1% 64.8%
Premium subscribers(11)........ 16,874 27,212 65,400 62,458 63,819 81,531 65,171 63,389 79,601
Premium penetration(12)........ 42.0% 37.3% 35.8% 36.4% 38.5% 42.1% 39.4% 38.8% 41.6%
Average monthly basic revenue
per basic subscriber(13)..... $-- $-- $21.40 $22.77 $25.22 $25.34 $24.81 $27.50 $27.47
Average monthly total revenues
per basic subscriber(14)..... -- -- 26.00 27.68 30.14 30.59 29.58 32.64 32.78
Annual/Annualized System Cash
Flow per average basic
subscriber(15)............... -- -- 160.63 158.17 172.02 174.26 164.73 184.51 183.00
Annual/Annualized EBITDA per
average basic
subscriber(16)............... -- -- 151.10 151.76 163.40 162.29 150.86 174.99 174.87
COMPANY BALANCE SHEET DATA (end
of period):
Total assets................... $52,421 $96,136 $271,496 $245,987 $220,468 $-- $-- $211,453 $261,083
Total debt(17)................. 33,582 58,161 204,646 193,998 187,967 -- -- 189,157 220,820
Total liabilities.............. 44,942 78,251 229,426 215,826 202,761 -- -- 202,361 235,721
Total redeemable preferred
stock........................ -- 12,332 1,292 1,292 1,292 -- -- 1,292 --
Total stockholders equity...... 7,479 5,553 40,777 28,868 16,414 -- -- 7,800 25,362
</TABLE>

(Footnotes on following page)

20
<PAGE> 24

(1) System Cash Flow excludes a charge of $250,000 for the write-off of
abandoned telephone operations. EBITDA includes charges, including divorce
litigation costs of $1,035,000 and special bonuses paid to executive
officers of $400,000.

(3) Annualized System Cash Flow and Annualized EBITDA for all six-month periods
have been computed by multiplying the respective quarterly amounts by two.

(4) EBITDA represents net income before depreciation, amortization, interest
expense and income taxes, and also excludes gain on sale of systems,
abandonment of telephone operations, minority interest and extraordinary
items. The Company believes that EBITDA is a meaningful measure of
performance because it is commonly used in the cable television industry to
analyze and compare cable television companies on the basis of operating
performance, leverage and liquidity. However, EBITDA is not intended to be
a performance measure that should be regarded as an alternative to, or more
meaningful than, either operating income or net income as an indicator of
operating performance or cash flows as a measure of liquidity, as
determined in accordance with generally accepted accounting principles.
Also, EBITDA, as computed by the Company, is not necessarily comparable to
similarly titled amounts of other companies.

(6) Pro forma cash interest includes interest on borrowings under the Senior
Credit Agreement and the Senior Subordinated Notes.

(8) A home with one or more television sets connected to a cable system is
counted as one basic subscriber. Bulk accounts are included on an EBU basis
in which the total monthly bill for the account is divided by the basic
monthly charge for a single outlet in the area. End of period basic and
premium subscribers are net of system sales that occurred during 1996 and
1997.

(9) End of period subscribers reflect various acquisitions that occurred in
fiscal year 1993, 1994 and 1995, as well as asset sales that were
consummated during the third quarter of 1996 and the second quarter of
1997.

(10) Penetration is described as basic subscribers as a percentage of homes
passed.

(12) Premium service units as a percentage of basic subscribers.

(15) Annual/Annualized System Cash Flow per average basic subscriber equals
annual system cash flow during the respective period divided by the months
in the period and divided by the weighted average number of basic
subscribers of the Company for such respective periods.

(17) Total debt at June 30, 1998 reflects total indebtedness payable of
$190,225,000 less $1,675,000 of unamortized warrant discount related to the
Prior Credit Agreement.

21
<PAGE> 25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides additional information regarding the
financial condition and results of operations of the Company for the six month
period ended June 30, 1997 and 1998 and for each of the years ended December 31,
1995, 1996 and 1997. This discussion should be read in conjunction with
"Selected Historical Financial and Operating Data" and the Company's financial
statements and the notes thereto appearing elsewhere in this Prospectus. Since
its inception in March 1992, the Company has completed 17 acquisitions and five
divestitures of cable systems. As a result, management believes that
period-to-period comparisons of the Company's financial results to date are not
necessarily meaningful and should not be relied upon as an indication of future
performance due to the number and timing of acquisitions and divestitures in
each period.

OVERVIEW

The Company, currently the 35th largest cable television operator in the
United States, owns, operates and develops cable television systems in selected
non-metropolitan markets across eight contiguous states primarily located in the
central United States. Founded in 1992, the Company has completed and integrated
17 acquisitions, including the Cable One Acquisition, which added 28,009
subscribers. As of June 30, 1998, and after giving effect the Cable One
Acquisition, the Systems would have passed approximately 295,277 homes and
served approximately 191,409 basic subscribers.

The Cable One Acquisition will result in an increase in subscribers,
revenues and expenses of the Company. The Cable One Acquisition is not reflected
in the discussion of results of operations below.

Revenues. The Company's revenues are primarily attributable to monthly
subscription fees charged to basic subscribers for the Company's basic and
premium cable television programming services. Basic revenues consist of monthly
subscription fees for all services (other than premium programming) as well as
monthly charges for customer equipment rental. Premium revenues consist of
monthly subscription fees for programming provided on a per channel basis. In
addition, other revenues are derived from installation and reconnection fees
charged to basic subscribers to commence or reinstate service, pay-per-view
charges, late payment fees, advertising revenues and commissions related to the
sale of merchandise by home shopping services. At June 30, 1998, the Company
served approximately 163,243 basic subscribers and 63,389 premium units,
representing a basic penetration rate of 64.1% and a premium penetration rate of
38.8%. The table below sets forth for the periods indicated the percentage of
the Company's total revenues attributable to the various sources:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------- --------------
1995 1996 1997 1997 1998
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Basic...................................... 82.1% 82.3% 83.7% 83.7% 84.2%
Premium.................................... 12.1 10.9 10.4 10.4 9.7
Other...................................... 5.8 6.8 5.9 5.8 6.0
----- ----- ----- ----- -----
Total revenues............................. 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== =====
</TABLE>

Operating Expenses. The Company's operating expenses consist of programming
fees, plant and operating costs, general and administrative expenses, and
marketing costs directly attributable to the systems. Programming fees have
historically increased at rates in excess of inflation due to system
acquisitions, and internal growth, as well as increases in the number, quality
and cost of programming services offered by the Company. The Company benefits
from its membership in an industry cooperative with over 10.0 million basic
subscribers which provides its members with volume discounts from programming
networks and cable equipment vendors. Plant and operating costs include expenses
related to wages and employee benefits of technical personnel, electricity,
systems supplies, vehicles and other operating costs. General and administrative
expenses directly attributable to the systems include wages and employee
benefits for customer service,

22
<PAGE> 26

accounting and administrative personnel, franchise fees and expenses related to
billing, payment processing, and office administration.

Corporate overhead consists primarily of expenses incurred by executive
management of the Company and which are not directly attributable to any one
system.

Operating Losses. The high level of depreciation and amortization
associated with the acquisitions and capital expenditures related to continued
construction and upgrading of the current systems, together with interest costs
related to the Company's financing activities, have contributed to the Company's
net losses. The Company believes that such net losses are common for the cable
television industry.

SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1998
----------------------- ------------------------
AMOUNT % OF REVENUES AMOUNT % OF REVENUES
------- ------------- -------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues....................................... $30,221 100.0% $ 32,214 100.0%
Operating expenses:
Programming.................................. 7,381 24.4% 8,204 25.5%
Plant and operating.......................... 3,640 12.0% 3,865 12.0%
General and administrative................... 4,940 16.3% 4,628 14.4%
Marketing and advertising.................... 234 0.8% 340 1.1%
Corporate overhead............................. 1,182 3.9% 783 2.4%
Depreciation and amortization.................. 13,893 46.0% 14,169 44.0%
------- ----- -------- -----
Earnings/(loss) from operations................ (1,049) (3.5)% 225 0.7%
OTHER DATA:
System Cash Flow............................... 14,026 46.4% 15,177 47.1%
EBITDA......................................... $12,939 42.8% $ 14,394 44.7%
</TABLE>

Revenues. Revenues in the first six months of 1998 were $32.2 million, an
improvement of $2.0 million over revenues in the first six months of 1997. Basic
revenues improved by $1.8 million or 7.1% while average monthly basic revenues
per subscriber increased from $24.81 to $27.50, or 10.8% over the same period in
1997. The improvement was due primarily to basic rate increases in February 1998
affecting 234 systems and serving approximately 114,000 subscribers or 69% of
total subscribers. The Company has historically increased rates in the majority
of its systems during the first quarter in order to offset increases in its
operating costs such as programming which occur in January of each year. The
change in basic subscribers for the period ended June 30, 1998 is primarily due
to the sale of certain Kansas and Oklahoma systems serving approximately 4,000
basic subscribers during the second quarter of 1997 as well as bulk account EBU
conversion calculations following the basic rate increases, the increased
availability and affordability of competitive video services, non-pay
disconnects, and other terminations of service. Other revenues increased 11.3%,
from $1.7 million in 1997 to $1.9 million in 1998, due in large part to
continued promotion of pay-per-view events.

Operating Expenses. Operating expenses in the first six months of 1998 were
$17.0 million, an increase of $842,000 or 5.2% over the first six months of
1997. The continued escalation in rates charged by certain programming vendors
as well as increases in copyright fees and premium units were largely
responsible for the $823,000 increase in programming costs over the same period
in 1997. The increase was partially offset by subscriber reductions resulting
from asset sales in 1997. Plant and operating expenses increased from $3.6
million for the six months ended June 30, 1997 to $3.9 million for the six
months ended June 30, 1998, reflecting increases in technical wages and
benefits, systems supplies and maintenance, and plant power. General and
administrative expenses decreased from $4.9 million for the six months ended
June 30, 1997 to $4.6 for the six months ended June 30, 1998 due to lower bad
debt expense resulting from improved management of past due accounts and a
tighter adherence to stated disconnect policies. Marketing expenses for the six
months ended June 30, 1998 were $340,000, an increase of 45.3% over the same
period in 1997. The

23
<PAGE> 27

majority of this increase relates directly to increased spending associated with
the Company's marketing initiatives. As a percentage of revenues, operating
expenses decreased from 53.6% in 1997 to 52.9% in 1998.

Corporate Overhead. Corporate overhead decreased $399,000, or 33.8% from
$1.2 million in the first six months of 1997 to $783,000 in the first six months
of 1998 due primarily to the payment of incentive bonuses to executive
management during the second quarter of 1997.

Depreciation and amortization. Depreciation and amortization expense for
the six months ended June 30, 1998 was $14.2 million, an increase of $276,000
over the same period in 1997. The increase is largely reflective of the
inclusion of fixed assets placed into service during 1997 and 1998.

EBITDA. As a result of the foregoing, EBITDA in the first six months of
1998 was $14.4 million, an increase of $1.5 million, or 11.2% from EBITDA in the
first six months of 1997. Annualized EBITDA per average basic subscriber
increased 16.0%, from $150.86 at June 30, 1997 to $174.99 at June 30, 1998.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1996 DECEMBER 31, 1997
----------------------- -----------------------
AMOUNT % OF REVENUES AMOUNT % OF REVENUES
------- ------------- ------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................... $59,821 100.0% $60,995 100.0%
Operating expenses:
Programming................................. 15,106 25.3 14,916 24.5
Plant and operating......................... 7,308 12.2 7,622 12.5
General and administrative.................. 8,688 14.5 9,257 15.2
Marketing and advertising................... 238 0.4 438 0.7
Corporate overhead............................ 1,155 1.9 2,888 4.7
Depreciation and amortization................. 27,510 46.0 27,832 45.6
------- ----- ------- -----
Earnings (loss) from operations............... $(184) (0.3)% $(1,958) (3.2)%
======= ===== ======= =====
OTHER DATA:
System Cash Flow.............................. $28,481 47.6% $29,012 47.6%
EBITDA........................................ 27,326 45.7 27,559 45.2
</TABLE>

Revenues. Revenues for the year ended December 31, 1997 were $61.0 million,
an improvement of $1.2 million or 2.0% over revenues of $59.8 million for the
year ended December 31, 1996. In 1997, basic revenues increased by $1.8 million
or 3.7% due to basic rate increases implemented primarily during the first
quarter of the year. Average monthly basic revenues per subscriber increased
from $22.77 to $25.22 or 10.8% over the same period in 1996. The decrease in
basic subscribers for the period ended December 31, 1997, is largely reflective
of the sale of Kansas and Oklahoma systems serving approximately 4,000 basic
subscribers during the second quarter of 1997 as well as bulk account EBU
conversion calculations following the basic rate increases, the increased
availability and affordability of competitive video services, non-pay
disconnects, and other terminations of service. In 1997, the Company launched a
coordinated array of marketing techniques to attract and retain customers and to
increase premium service penetration, including door-to-door and direct mail
solicitation, telemarketing, media advertising, local promotional events and
cross-channel promotions of new services and pay-per-view events. Net of the
system sales, premium subscribers increased by 2,975 units or 4.9% during 1997
with a corresponding 2.2% increase in penetration, from 36.4% in 1996 to 38.5%
at December 31, 1997. The corresponding premium revenue decreased, however, 3.2%
from $6.5 million in 1996 to $6.3 million in 1997 due in large part to the
system divestitures and discounted pricing offered in connection with the
various marketing campaigns. Other revenues also decreased 11.0%, from $4.1
million in 1996 to $3.6 million in 1997, largely as a function of the system
divestitures and free or heavily-discounted installation marketing promotions.
The decrease was partially offset by $196,698 or 181%, increase in pay-per-view
event revenue.

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<PAGE> 28

Operating Expenses. Operating expenses increased $892,000 or 2.8% from
$31.3 million in 1996 to $32.2 million in 1997. Programming costs for the year
ended December 31, 1997 decreased $190,000 or 1.3% over the year ended December
31, 1996 to $14.9 million. Increases in copyright fees, premium units and rates
charged by certain programming vendors were offset by the renegotiation of
certain programming contracts wherein rate concessions, launch fees and other
marketing support totaling $564,000 were obtained. Plant and operating expenses
increased $314,000 or 4.3% to $7.6 million during 1997 due to the hiring of
additional technical personnel as well as increases in technical wages and
benefits and vehicle operating expenses. General and administrative expenses for
1997 were $9.3 million, an increase of $568,000 or 6.5% over 1996. The increase
was due primarily to the addition of certain key management and administrative
personnel, an increase in bad debt expense and the write-off of certain costs
related to the termination of the purchase agreement and operations associated
with the proposed acquisition of telephone exchanges in Kansas. Marketing and
advertising expenses for the year ended December 31, 1997, were $438,000, an
increase of $200,000 or 84.0% over the year ended December 31, 1996, relating
directly to increased spending associated with the Company's aforementioned new
marketing initiatives. As a percentage of revenues, operating expenses increased
slightly, from 52.4% in 1996 to 52.8% in 1997.

Corporate Overhead. Corporate overhead for the year ended December 31,
1997, was $2.9 million, an increase of $1.7 million over the year ended December
31, 1996. The increase was largely reflective of costs incurred in conjunction
with divorce proceedings of an officer of the Company. The Company agreed to
purchase certain stock of the Company in which the officer's wife held a
community property interest and provide monetary consideration for the release
of certain claims. Legal, consultant and other fees of approximately $1.1
million were charged to Corporate overhead for 1997 in connection with this
matter. The remainder of the increase was due primarily to the hiring of the
Vice President -- Operations in February 1997 as well as other increases in
executive compensation, travel and entertainment.

Depreciation and Amortization. Depreciation and amortization expense for
the year ended December 31, 1997, was $27.8 million, an increase of $322,000
over 1996. The increase is due primarily to the inclusion of fixed assets placed
into service during the year. The increase was partially offset by the sales of
certain systems during 1996 and 1997.

EBITDA. As a result of the foregoing, EBITDA for the year ended December
31, 1997 was $27.6 million, an increase of $233,000 over 1996. EBITDA per
average basic subscriber increased 7.7% from $151.76 in 1996 to $163.40 in 1997.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1996
----------------------- -----------------------
AMOUNT % OF REVENUES AMOUNT % OF REVENUES
------- ------------- ------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................... $36,677 100.0% $59,821 100.0%
Operating expenses:
Programming................................. 8,221 22.4 15,106 25.3
Plant and operating......................... 4,715 12.9 7,308 12.2
General and administrative.................. 4,782 13.0 8,688 14.5
Marketing and advertising................... 72 0.2 238 0.4
Corporate overhead............................ 1,121 3.1 1,155 1.9
Depreciation and amortization................. 16,427 44.8 27,510 46.0
------- ----- ------- -----
Earnings (loss) from operations............... $1,339 3.7% $ (184) (0.3)%
======= ===== ======= =====
OTHER DATA
System Cash Flow.............................. $18,887 51.5% $28,481 47.6%
EBITDA........................................ 17,766 48.4 27,326 45.7
</TABLE>

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<PAGE> 29

Revenues. Revenues for the year ended December 31, 1996, were $59.8
million, an improvement of $23.1 million or 63.1% over revenues of $36.7 million
in 1995. In 1996, basic revenues increased by $19.0 million or 63.0% due to the
inclusion of a full year of revenues for the systems representing approximately
111,000 subscribers acquired throughout 1995. Average monthly basic revenues per
subscriber increased from $21.40 to $22.77, or 6.4% over the same period in
1995. The change in basic subscribers for the period ended December 31, 1996 is
largely reflective of the sale of certain Arkansas systems serving approximately
8,219 basic subscribers in 1996 as well as subscriber losses due to the
increased availability and affordability of competitive video services, bulk
account EBU conversion calculations following basic rate increases, non-pay
disconnects, and other terminations of service. Net of the system sales, premium
penetration increased from 35.8% in 1995 to 36.4% in 1996. Premium revenues
increased $2.1 million or 47.4%, from $4.4 million in 1995 to $6.5 million in
1996.

Operating Expenses. Operating expenses increased $13.6 million from $17.8
million in 1995 to $31.3 million in 1996. Programming costs for the year ended
December 31, 1996, increased $6.9 million or 83.7%, over the year ended December
31, 1995, to $15.1 million. As a percentage of revenues, programming expense
increased from 22.4% in 1995 to 25.3% in 1996. The increase was due primarily to
an increase in the number and quality of programming services offered by the
Company, specifically, the addition of The Disney Channel to the basic channel
lineup in a majority of the systems acquired in 1995. Plant and operating
expenses increased $2.6 million or 55.0% to $7.3 million during 1996, reflecting
the addition of the cable systems and subscribers acquired in 1995. Plant and
operating expenses as a percent of revenues decreased from 12.9% in 1995 to
12.2% in 1996, reflecting the continued benefits derived from the Company's
clustered operating strategy. General and administrative expenses for 1996 were
$8.7 million, an increase of $3.9 million, or 81.7% over 1995. The increase was
due primarily to the addition of the cable systems and subscribers acquired
throughout 1995. As a percentage of revenues, general and administrative
expenses increased from 13.0% in 1995 to 14.5% in 1996, due primarily to
increases in salaries and benefits, property taxes, and general insurance.
Marketing and advertising expenses for the year ended December 31, 1996, were
$238,000, an increase of $166,000 over the year ended December 31, 1995,
relating directly to increased spending associated with the Company's 1995
acquisitions. As a percentage of revenues, operating expenses increased from
48.5% in 1995 to 52.4% in 1996.

Corporate Overhead. Corporate overhead for the year ended December 31,
1996, was $1.2 million, an increase of $34,000 over the year ended December 31,
1995. The increase was due primarily to the addition of key accounting and
finance personnel during the year.

Depreciation and Amortization. Depreciation and amortization expense for
the year ended December 31, 1996, was $27.5 million, an increase of $11.1
million over 1995. The increase is due primarily to the inclusion of the
tangible and intangible assets acquired during 1995. The increase was partially
offset by the sales of certain Arkansas systems in 1996.

EBITDA. As a result of the foregoing, EBITDA for the year ended December
31, 1996, was $27.3 million, an increase of $9.6 million over the year ended
December 31, 1995. Annualized EBITDA per average basic subscriber increased from
$151.10 in 1995 to $151.76 in 1996.

CAPITAL EXPENDITURES

The cable television industry is a capital intensive business that
generally requires financing for the upgrade, expansion and maintenance of the
technical infrastructure. In addition, the Company has pursued, and continues to
pursue, a business strategy that includes selective acquisitions. The Company
has funded its working capital requirements, capital expenditures and
acquisitions through a combination of internally generated funds, long and short
term borrowings, and equity contributions. The Company intends to continue to
finance such expenditures from similar sources.

For the two years ended December 31, 1997, the Company's capital
expenditures, other than those related to acquisitions, were approximately $18.3
million, and for the six months ended June 30, 1998, the Company's capital
expenditures were approximately $4.2 million. For the year ended December 31,
1998, the Company has budgeted approximately $14.1 million in capital
expenditure projects. Capital expenditures
26
<PAGE> 30

include expansion and improvements of existing cable properties, plant and
equipment upgrades, as well as cable line drops, line plant extensions and
installations of service to new subscribers.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, CCI has been supported by equity funding from
institutional equity investors. Capital stock of the Company is owned by
institutional investors, including Austin Ventures, L.P., NationsBank Capital
Investors, The Texas Growth Fund, BT Capital Partners, Inc., certain members of
its bank group led by Chase Manhattan and Union Bank Ventures. After
consummation of the Offerings, these institutional investors comprise
approximately $34.1 million of total equity financing in the Company. At June
30, 1998, CCI had aggregate consolidated indebtedness of approximately $195.2
million, including $190.2 million borrowed under the Prior Credit Agreement.
This debt and equity financing was utilized primarily in the acquisition of
cable television systems.

The Offerings provide the Company with greater flexibility by extending the
maturities of its long-term debt and reduce annual amortization requirements.
Concurrently with the closing of the Offering, the Company repaid all of its
outstanding subordinated indebtedness and redeemable preferred stock as well as
all of its existing indebtedness under the Prior Credit Agreement and entered
into a Senior Credit Agreement with maximum borrowings of $125.0 million. The
Senior Credit Agreement is secured by a first priority lien on and security
interest in substantially all of the assets of the Company, and contains certain
covenants and provides for certain events of default customarily contained in
facilities of a similar type. See "Business -- Business Strategy," "Use of
Proceeds" and "Credit Arrangements of the Company."

Although the Company has not generated earnings sufficient to cover fixed
charges, the Company has generated cash and obtained financing sufficient to
meet its debt service, working capital and capital expenditure requirements.
Although there can be no assurances, the Company expects that it will continue
to generate funds and obtain financing sufficient to meet its financial
obligations and capital expenditure requirements in the foreseeable future. See
"Risk Factors."

INFLATION

Certain of the Company's expenses, such as programming, wages and benefits,
equipment repair and maintenance, billing and marketing are subject to
inflation. However, because changes in costs are generally passed through to
subscribers, such changes historically have not had a material adverse effect on
the Company's results of operations.

YEAR 2000 COMPLIANCE

Over the next eighteen months, most large companies will face a potentially
serious business problem because many software applications and computer
equipment developed in the past may not properly recognize calendar dates
beginning in the year 2000. This problem could cause computers to either shut
down or provide incorrect data. The Company has begun taking measures to address
this problem.

The Company has not yet completed its assessment of the impact of Year 2000
on key business applications, operational systems, or relationships with key
business partners. The Company cannot estimate what the total cost will be to
implement remediation efforts for its critical operational systems but it is
possible that such costs will be material.

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<PAGE> 31

The Company has started an ongoing program to review the status of key
supplier Year 2000 compliance efforts. While the Company believes it is taking
all appropriate steps to assure Year 2000 compliance, it is dependent on key
business partner compliance to some extent. The Year 2000 problem is pervasive
and complex as virtually every computer operation will be affected in some way.
Consequently, no assurance can be given that Year 2000 compliance can be
achieved without costs that might affect future financial results or cause
reported financial information not to be necessarily indicative of future
operating results or future financial conditions.

28
<PAGE> 32

BUSINESS

COMPANY OVERVIEW

The Company, currently the 35th largest cable television operator in the
United States, owns, operates and develops cable television systems in selected
non-metropolitan markets across eight contiguous states primarily located in the
central United States. Founded in 1992, the Company has completed and integrated
17 acquisitions, including the recent acquisition of approximately 28,419
subscribers, the Cable One Acquisition. As of June 30, 1998, and assuming the
closing of the Cable One Acquisition as of that date, the Systems would have
passed approximately 295,277 homes and served approximately 191,409 basic
subscribers.

The Company believes that there are significant operating, regulatory,
competitive and economic advantages in acquiring and owning systems in
non-metropolitan markets. In pursuing its business strategy, the Company has
focused its acquisition efforts on cable television systems in growing
non-metropolitan markets and has sought to build geographic clusters of such
systems. Cable television service in these markets is generally required to
receive a full complement of off-air broadcast stations (i.e., ABC, NBC, CBS,
FOX and PBS) which represent approximately 40% of overall television viewing. In
addition, there are typically fewer competitive entertainment alternatives in
these markets. Consequently, non-metropolitan systems are typically
characterized by higher basic penetration rates, lower subscriber turnover and
lower operating costs. The Company, generally the dominant multi-channel video
provider in its markets, has capitalized on these market characteristics by
generating more predictable revenue streams and higher system cash flow margins
than typical cable television systems serving urban markets. The Company had
annualized second quarter 1998 pro forma revenues, System Cash Flow, and EBITDA
of $75.8, $35.3, and $33.7 million, respectively. This resulted in System Cash
Flow margin and EBITDA margin of 46.5% and 44.5% respectively.

Approximately 66.9% of the Company's cable subscribers reside in a county
seat. These markets typically have larger populations, more favorable
demographics, higher growth characteristics, and stronger economic activity than
do other non-metropolitan markets. The Company has created clusters of cable
television systems around such markets and believes that clustering cable
systems provides significant operating and cost advantages. The Company owns and
manages 287 Systems in four regions across eight contiguous states. This level
of clustering allows the Company to efficiently deploy its technical staff,
vehicle fleet, and shared resources, such as system supplies and equipment,
resulting in lower operating and capital costs and greater customer response
time. Clustering also allows management to (i) more effectively manage the
workforce and allocate personnel, (ii) address the specific customer service and
programming needs of its customers, (iii) cost effectively introduce digital
services such as HITS and other new services, (iv) maximize the number of
households reached with existing marketing budgets, (v) maximize the benefits of
local and regional community relations efforts, and (vi) manage political
relationships at the local and state level.

29
<PAGE> 33

Since its inception in March 1992, the Company has been supported by equity
funding from institutional equity investors. Approximately 64% of CCI's
fully-diluted capital stock is owned by institutional investors, including
Austin Ventures, L.P., NationsBank Capital Investors, The Texas Growth Fund, BT
Capital Partners, Inc., and Union Bank Ventures. To date, these institutional
investors have provided approximately $34.1 million of common equity financing
to support the growth of the Company's business. See "Principal Stockholders."

BUSINESS STRATEGY

The Company's business strategy is to (i) focus on attractive
non-metropolitan markets, (ii) increase the revenue-generating bandwidth of its
cable plant utilizing the most cost-effective and appropriate technology for the
markets served, (iii) maximize revenues and cash flow margins, (iv) expand and
improve clusters through selective acquisitions, (v) focus on customer
satisfaction and community relations, (vi) provide enhanced digital video
services, and (vii) deliver advanced telecommunications, high-speed data and
Internet services.

Focus on Attractive Non-Metropolitan Markets. The Company has followed a
systematic approach to acquiring, consolidating, operating and developing cable
television systems based on the primary goal of increasing operating cash flow
while maintaining the quality of its services. The Company's business strategy
has focused on serving growing non-metropolitan communities in the central
United States. For example, over two-thirds of the Company's cable subscribers
reside in a county seat. These markets generally tend to have more serviceable
households per mile, more robust household growth, higher income per household,
more disposable income per household and a stronger business foundation than do
other non-metropolitan markets. According to Equifax National Decisions Systems,
total households are projected to grow by approximately 6.8%, versus the
national average of 5.7%, from 1997 to 2002 in the top 76 systems owned by the
Company. Those 76 systems currently serve approximately 70.4% of the Company's
total subscribers. The Company believes that the Systems generally involve less
risk of increased competition than systems serving large urban cities. It is the
goal of the Company to continue to focus on growing non-metropolitan areas.

Increase the Revenue-Generating Bandwidth of the Systems. Through the
System Improvement Program, the Company plans to aggressively and systematically
upgrade its cable plant utilizing the most cost-effective and appropriate
technology for the market served. These upgrades include traditional rebuild to
a 550 MHz bandwidth capacity, the deployment of fiber optic cable, the
consolidation of headends, the deployment of digital compression services such
as Headend in The Sky(R) ("HITS"), a digital compression service developed by
National Digital Television Center, Inc., a subsidiary of Tele-Communications,
Inc., the deployment of addressable technology, and the activation of the return
path for two-way data transmission. The Company believes that such technical
upgrades create additional revenue opportunities, enhance operating
efficiencies, increase customer satisfaction, improve franchise relationships
and solidify the Company's position as the dominant provider of multi-channel
video services in its markets. The Company seeks to benefit from the System
Improvement Program by generating additional revenue from expanded tiers of
basic programming, multiplexed premium services, pay-per-view movies, digital
music, on-screen navigators, home shopping services, high-speed data services,
Internet access, near-video-on-demand and other interactive services.

Over the next five years, the Company intends to spend approximately: (i)
$42.9 million to establish a technical standard of 550 MHz bandwidth capacity
(78 analog channels) in cable television systems serving over 70.4% of its basic
subscribers; (ii) $28.0 million for ongoing maintenance and replacement, for
installations and extensions to improve the cable plant related to customer
growth and headend consolidation; and (iii) $7.7 million for the purchase of
additional addressable converters and headend equipment to support the
deployment of HITS. Approximately $53.1 million or 67.6% of the $78.5 million in
total capital expenditures will be spent in the first three years after the
consummation of the Financing Plan. A select number of the Company's larger
systems will be rebuilt to 750 MHz bandwidth capacity (112 analog channels). In
addition to its future upgrade plans, the Company has been actively rebuilding
and improving the technical standard of its cable plant over the past 18 months.
The most ambitious rebuild project the Company has initiated is the 750
MHz-spaced rebuild (with 550 MHz equipment) of its 4,400-subscriber
30
<PAGE> 34

Breckenridge, Colorado system. A fiber backbone and a fiber ring were completed
in the Breckenridge city limits in December 1997 that brought the city limits to
550 MHz. The outlying 40 miles of the Breckenridge system will be upgraded in
the latter part of 1998, with projected completion in 1999. The 130-mile system
will be fully addressable upon completion. The Company has also completed other
fiber backbone 550 MHz rebuilds within the last 18 months including its
3,100-subscriber Paola, Kansas system and its 1,900-subscriber Kermit, Texas
system. In 1997, the Company also completed 550 MHz rebuilds of its
1,000-subscriber Spiro, Oklahoma system, its 800-subscriber Mason, Texas system,
and its 500-subscriber Dighton, Kansas system. The Dighton system was rebuilt to
pre-empt the overbuild efforts of the incumbent local exchange carrier. As a
result of its active rebuild efforts to date, approximately 33.1% of the
Company's subscribers are served by systems with over 50 channels of analog
capacity. That figure is expected to increase to approximately 74.4% of the
Company's subscribers by the end of the System Improvement Program. See
"Business -- Technical Overview."

Expand and Improve Clusters through Selective Acquisitions. To date, the
Company has sought to acquire cable television systems in communities that are
in close geographic proximity to other cable television systems owned or managed
by the Company in order to maximize the economies of scale and operating
efficiencies associated with clusters of systems. Management plans to continue
its clustering strategy by pursuing opportunities to purchase cable television
systems in the Company's existing markets as well as by entering contiguous or
surrounding markets, if and when attractive acquisition opportunities become
available. In addition to system acquisition opportunities, management expects
to pursue opportunities to exchange certain of the Systems for other cable
television properties to further promote the Company's clustering strategy.
Factors likely to be considered by the Company in evaluating the desirability of
a potential acquisition or asset exchange opportunity include valuation,
subscriber densities, growth potential (in terms of both market and cash flow)
and whether the target system can be readily integrated into the Company's
operations.

In order to offer Internet access on a full-scale residential and
commercial basis in the communities it serves, the Company is actively seeking
to acquire incumbent Internet Service Providers ("ISPs") in and around its
markets. The Company believes that acquiring the expertise from an incumbent ISP
would allow the Company to offer services in the most effective and timely
manner enabling it to capitalize on the immediate, viable Internet opportunities
in its markets. The Company is also interested in acquiring or aligning with
other companies that provide other telecommunications services including local
and long distance telephone, utility, and direct-to-home, in addition to other
Internet technology and software firms.

Focus on Customer Satisfaction and Community Relations. The Company
believes that providing superior customer service and enhancing the quality of
life in the communities it serves are the key elements to its ultimate long-term
success, and specifically enables the Company to continue to increase
subscription rates and therefore maximize present and future cash flow. The
Company seeks to achieve a high level of customer satisfaction by employing a
well-trained staff of customer service representatives and experienced field
technicians. The Company's centralized calling center in Plainville, Kansas
offers 24-hour, 7-day per week coverage to all of its Company's customers on a
toll-free basis. The customer service center is supported by three T-1 lines and
can handle up to 60 incoming calls at any given time through a Company-owned
telephone switch. The switch is complemented by a software package that can
track call statistics ranging from average answer time to the number of calls by
type, as well as individual and group performance statistics. This sophisticated
software facilitates the movement of customer service and field service agents
in order to minimize answer times. Data is recorded daily and reports can be
generated to track trends in call

31
<PAGE> 35

volume. For the quarter ending June 30, 1998, the Company's calling center
received 172,875 calls and had an average answer time of 14 seconds compared to
the 30 second FCC requirement.

The Company believes customer service is further enhanced by the Company's
43 local offices' ability to effectively coordinate technical service and
installation appointments and to quickly respond to customer inquiries. The
Company also believes that local offices increase the effectiveness of its
customer retention efforts, community relations endeavors, and marketing
campaigns. The Company's customer service and technical staff attend ongoing
workshops led by both a full-time, in-house Training Specialist and outside
customer service and technical training firms that emphasize first time quality,
point-of-sale subscriber acquisition, upgrade and retention, technical support,
and other pertinent customer service issues. The Company also employs seven
bilingual customer service representatives to effectively serve its Spanish-
speaking subscriber base.

The Company maintains a site on the World Wide Web
(http://www.classic-cable.com) to help communicate and interact with its online
customers. The Company's website was also designed to help the Company's
customers make intelligent television viewing choices and to acquaint its
customers with the Company and its unique corporate mission. In December 1997,
the Company's website was selected as one of three winners in the Best System
Operator Website Competition by a panel of judges at the California Cable
Television Association, the sponsors of the technology-focused Western Cable
Show, and Ziff-Davis, the world's leading integrated media company focused on
technology. From December 1997 to May 1998, the Company's website received over
200,000 hits.

The Company is dedicated to fostering strong community relations in the
communities it serves. The cornerstone of the Company's community relations
strategy is its Classic Cable Scholarship Fund which has provided meaningful
financial assistance to over 225 graduating high school seniors within its
service areas over the past two years. In 1997, the Company received the Best of
Texas Award and the Bronze Community Project Award from the Texas Cable and
Telecommunications Association for its community relations efforts. In 1998, the
Company received the Cable Excellence Award from the Arkansas Cable Television
Association for its community outreach projects. The Company also installs and
provides free cable television service and Internet access to public schools,
government buildings, and public libraries in its franchise areas. The Company
believes that its relations with the communities it serves are good.

Provide Enhanced Digital Video Services. The Company intends to provide
enhanced digital video in the upgraded and certain other systems using HITS, a
digital compression service developed by National Digital Television Center,
Inc., a subsidiary of Tele-Communications, Inc. HITS will enable the Company to
deliver video services such as pay-per-view programming, on-screen programming
navigators, multiplexed premium channels such as HBO2, HBO3, etc., digital
music, and multiple tiers of niche satellite basic programming. The Company
believes that these enhanced digital video services (which it recently
introduced in its 4,200-subscriber Woodward, Oklahoma system) will allow it to
provide digital services comparable to DBS at a lower cost. In addition to its
Woodward, Oklahoma system, the Company plans to launch the HITS service by
year-end 1998 in its Nixa/Ozark and Maryville, Missouri systems that
collectively serve approximately 11,000 subscribers.

Deliver Advanced Telecommunications, High-Speed Data and Internet
Services. The Company believes that additional revenue opportunities exist in
non-metropolitan markets by providing advanced telecommunication services, such
as Internet access and the delivery of high-speed data services, including
local- and wide-area network applications, for residential and commercial
customers. The Company believes that these markets have limited appeal to the
larger telecommunications companies and that its technical platform will provide
such services at higher speeds and lower cost, giving the Company a competitive
advantage over other telecommunication providers in the markets in which it
operates. For example, a 10 megabit ("MB") cable modem provides Internet access
at download speeds 350 times faster than typical 28.8 kilobit dial-up telephone
modem connections. The Company plans to introduce Internet access via the cable
modem in its larger systems and will seek to complement this service with the
telephone modem connection through acquisitions of local ISPs.

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<PAGE> 36

As part of its effort to deliver advanced data services in the communities
it serves, the Company has successfully deployed two cable modem beta sites in
its Phillipsburg, Kansas and Oberlin, Kansas systems. The Phillipsburg project
connects four local area networks ("LAN") in three school buildings and the
district office to a broadband community area network using LanCity cable modems
that transfer up to 10 MB of data per second. The Oberlin project connects three
LANs in two schools buildings and the district office to a broadband wide area
network utilizing Zenith cable modems that can transfer up to 4 MB of data per
second. Both projects have been successful public relations and technological
undertakings for the Company. As such, the Company plans to deploy more cable
modems for school systems and commercial subscribers in several other
communities in which it provides service.

INDUSTRY OVERVIEW

A cable television system receives television, radio and data signals at
the system's "headend" site by means of off-air antennas, microwave relay
systems and satellite earth stations. These signals are then modulated,
amplified and distributed through coaxial and fiber optic distribution systems
to deliver a wide variety of channels of television programming to the homes of
subscribers who pay fees on a monthly basis for this service. A cable television
system may also originate its own television programming and other information
services for distribution through its system. Cable television systems generally
are constructed and operated pursuant to non-exclusive franchises or similar
licenses granted by local governmental authorities for a specified period of
time.

The cable television industry developed in the United States in the late
1940s and early 1950s in response to the needs of residents in predominantly
rural and mountainous areas of the country where the quality of off-air
television reception was inadequate due to factors such as unfavorable
topography and remoteness from television broadcast towers. In the 1960s, cable
systems also developed in non-metropolitan markets that had limited availability
of off-air television station signals. All of these markets are regarded within
the cable industry as "classic cable" television system markets.

Cable television systems offer customers programming consisting of
broadcast television signals of local network affiliates, independent and
educational television stations, a limited number of television signals from
so-called "super stations" originating from distant cites (such as WGN), various
channels (such as Cable News Network ("CNN"), Music Television ("MTV"), the USA
Network ("USA"), Turner Network Television ("TNT"), and Entertainment and Sports
Programming Network ("ESPN")), programming originated locally by the cable
television system (such as public, governmental and education access programs)
and informational displays featuring news, weather and public service
announcements. For an additional monthly charge, cable television systems also
offer "premium" television services to customers on a per-channel basis. These
services (such as Home Box Office ("HBO"), Cinemax, Showtime, The Movie Channel
and selected regional sports networks) are channels that consist principally of
feature films, live sporting events, concerts and other special entertainment
features, usually presented without commercial interruption.

A customer generally pays an initial installation charge and fixed monthly
fees for basic and premium television services and for other services (such as
the rental of converters and remote control devices). Such monthly service fees
constitute the primary source of revenues for cable television systems. In
addition to customer revenues from these services, cable television systems
generate revenues from additional fees paid by customers for pay-per-view
programming of movies and special events and from the sale of available
advertising spots on advertiser-supported programming. Cable television systems
also frequently offer their customers home shopping services for a share of the
revenues from products sold in their service areas. The cable television
industry is changing rapidly due to new technology and new alliances between
cable television and other telecommunications companies. Providing traditional
cable television programming is only one aspect of the industry as potential
opportunities to expand into Internet, broadband data, telephone, and other
telecommunications services continue to develop and become more commercially
viable.

33
<PAGE> 37

OPERATING REGIONS

In order to most effectively manage and operate the systems, the Company
has established four operating regions organized primarily along state lines.
The Northern region serves 62,018 subscribers in Colorado, Kansas, Nebraska and
Missouri, the Central region serves 46,376 subscribers in Oklahoma and Arkansas,
the Southern region serves 54,849 subscribers in Texas and New Mexico, and the
Cable One region will serve 28,166 subscribers in Kansas, Missouri, Oklahoma and
Texas. Each region is headed by a regional manager responsible for managing
local and state political and franchise relationships, maximizing the
profitability of his or her system clusters, allocating regional resources, and
supervising technical and local office customer service personnel. The following
table is a summary of selected subscriber and operating data for the regions as
of June 30, 1998:

<TABLE>
<CAPTION>
NUMBER OF HOMES BASIC BASIC PREMIUM PREMIUM
SYSTEMS PASSED SUBSCRIBERS PENETRATION SUBSCRIBERS PENETRATION
--------- ------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Northern region............ 83 88,794 62,018 69.8% 24,595 39.7%
Central region............. 93 75,474 46,376 61.5 18,337 39.5
Southern region............ 97 90,381 54,849 60.7 20,457 37.3
Cable One region(1)........ 14 40,628 28,166 69.3 16,212 57.6
--- ------- ------- ---- ------ ----
Total............ 287 295,277 191,409 64.8% 79,601 41.6%
=== ======= ======= ==== ====== ====
</TABLE>

- ---------------

(1) Cable One Acquisition closed on July 29, 1998 with 28,009 basic subscribers
and 16,049 premium subscribers.

Cable One Acquisition. On July 29, 1998, Black Creek Communications, L.P.,
a wholly owned subsidiary of the Company, purchased 14 cable television systems
in Kansas, Missouri, Oklahoma, and Texas from Cable One, for $41.7 million. The
systems are in close geographic proximity to those currently owned and operated
by the Company, further enhancing its clusters. Cable One has operated certain
of the systems for a number of years, while others were acquired from
Tele-Communications, Inc., in the second quarter of 1997. In the aggregate, the
systems pass 40,628 homes and have 28,166 basic and 16,212 premium subscribers
as of June 30, 1998. Seven systems representing approximately 48.7% of the
subscribers have a bandwidth of 450 MHz (61 channel capacity), while the other
systems have a bandwidth of at least 300 MHz (36 channel capacity). Eleven of
the 14 systems, representing approximately 71.2% of the subscribers, utilize
addressable technology. Each of the systems has a local office where customer
service representatives can assist customers in person or by a local telephone
call. The communities served by the Cable One systems are economically stable,
non-metropolitan communities. Approximately 85.2% of the subscribers being
acquired reside in a county seat.

MARKETING, PROGRAMMING AND RATES

The Company's marketing programs and campaigns are based upon a variety of
cable services creatively packaged and tailored to appeal to the Company's
different markets and segments within each market. The Company routinely surveys
its customer base to ensure that it is meeting the demands of its customers and
stays abreast of its competition in order to effectively counter competitors'
promotional campaigns. The Company uses a coordinated array of marketing
techniques to attract and retain customers and to increase premium service
penetration, including door-to-door and direct mail solicitation, telemarketing,
media advertising, local promotional events typically sponsored by programming
services and cross-channel promotion of new services and pay-per-view.

The Company has various contracts to obtain basic, satellite and premium
programming for the Systems from program suppliers, including, in limited
circumstances, some broadcast stations, with compensation generally based on a
fixed fee per customer or a percentage of the gross receipts for the particular
service. Some program suppliers provide volume discount pricing structures
and/or offer marketing support. In addition, the Company is a member of a
programming consortium consisting of small to medium sized MSOs and individual
cable systems serving, in the aggregate, over eight million cable subscribers.
The consortium

34
<PAGE> 38

helps create efficiencies in the areas of securing and administering programming
contracts, as well as to establish more favorable programming rates and contract
terms for small and medium sized cable operators. The Company does not have
long-term programming contracts for the supply of a substantial amount of its
programming. In cases where the Company does have such contracts, they are
generally for fixed periods of time ranging from one to five years and are
subject to negotiated renewal. While management believes that the Company's
relations with its programming suppliers are generally good, the loss of
contracts with certain of its programming suppliers would have a material
adverse effect on the Company's results of operations.

Cable programming costs are expected to continue to increase due to
additional programming being provided to customers, increased costs to purchase
cable programming, inflationary increases and other factors. In 1996, 1997 and
the first six months of 1998, programming costs as a percentage of revenues were
25.3%, 24.5% and 25.5%, respectively. No assurance can be given that the
Company's programming costs will not increase substantially in the near future
or that other materially adverse terms will not be added to its programming
contracts.

The Systems offer their customers programming that includes the local
network, independent and educational television stations, a limited number of
television signals from distant cities, numerous satellite-delivered,
non-broadcast channels (such as CNN, MTV, USA, ESPN and TNT) and in some systems
local information and public access channels. The programming offered by the
Company varies among the Systems depending upon each System's channel capacity
and viewer interests. Primarily for competitive reasons, the Company generally
endeavors to offer a single level of basic service containing all broadcast and
satellite-delivered programming. In a few systems, however, the Company does
offer multiple tiers of cable television programming. The Company also offers
premium programming services, both on a per-channel basis and in many systems as
part of premium service packages designed to enhance the customer's perception
of value.

Monthly customer rates for services vary from market to market, primarily
according to the amount of programming provided and competitive factors. At June
30, 1998, the Company's monthly full basic service rates for residential
customers ranged from $18.00 to $29.95 and per-channel premium service rates
(not including special promotions) ranged from $5.95 to $12.00 per service. At
June 30, 1998, the weighted average price for the Company's monthly full basic
service was approximately $27.50.

A one-time installation fee, which the Company may wholly or partially
waive during a promotional period, is usually charged to new customers. The
Company charges monthly fees for converters and remote control tuning devices.
The Company also charges administrative fees for delinquent payments for
service. Customers are free to discontinue service at any time without
additional charge but may be charged a reconnection fee to resume service.
Commercial customers, such as hotels, motels and hospitals, are charged a
negotiated, non-recurring fee for installation of service and monthly fees.
Multiple dwelling unit accounts may be offered a bulk rate in exchange for
single-point billing and basic service to all units.

In addition to customer fees, the Company derives modest revenues from the
sale of local spot advertising time on locally originated and
satellite-delivered programming. The Company also derives modest revenues from
affiliations with home shopping services, which offer merchandise for sale to
customers and compensate system operators with a percentage of their sales
receipts.

The Company also derives revenue from the sale of programming featuring
movies and special events to customers on a pay-per-view basis. In 1997, the
Company's pay-per-view revenue increased by 181% and the Company believes that
it will be able to further increase its pay-per-view penetration rates and
revenue as it continues to deploy addressable technology in upgraded systems and
in systems where it launches a digital compression service such as HITS.

While the Company plans to offer advanced telecommunications services in
certain of the Systems, it anticipates that monthly customer fees derived from
multi-channel video services will continue to constitute the large majority of
its total revenues for the foreseeable future.

35
<PAGE> 39

TECHNICAL OVERVIEW

As part of its commitment to customer service, the Company endeavors to
maintain high technical performance standards in all of its Systems. To
accomplish this, the Company has embarked on its System Improvement Plan to
selectively upgrade the Systems. This program, which involves the use of fiber
optic technology, will expand channel capacities, enhance signal quality,
improve technical reliability, augment addressability and provide a platform to
develop high-speed data services and Internet access. The Company believes that
such technical upgrades create additional revenue opportunities, enhance
operating efficiencies, increase customer satisfaction, improve franchising
relations and solidify the Company's position as the dominant provider of video
services in the markets in which it operates. Before committing the capital to
upgrade or rebuild a system, the Company carefully assesses: (i) the existing
technical reliability and picture quality of the system; (ii) basic subscribers'
demand for more channels; (iii) requirements in connection with franchise
renewals; (iv) programming alternatives offered by competitors; (v) customers'
demand for other cable television and broadband telecommunications services; and
(vi) the return on investment of any such capital outlay.

Currently, the Company's subscribers, on average, are served by systems
with an analog capacity of 46 channels with 40 channels in use. The table below
summarizes the Company's existing technical profile, on a pro forma basis, as of
June 30, 1998, and after giving effect to the completion of certain upgrade
projects in the Systems in the second quarter of 1998.

<TABLE>
<CAPTION>
UP TO 29 30 TO 39 40 TO 49 50 TO 59 OVER 60
CHANNELS CHANNELS CHANNELS CHANNELS CHANNELS TOTAL
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Number of systems.................... 18 124 91 6 48 287
Miles of plant....................... 202.2 1,489.7 3,072.2 244.2 1,368.2 6,376.4
Basic subscribers.................... 3,901 40,548 83,269 9,583 54,108 191,409
% of total basic subscribers......... 2.0% 21.2% 43.5% 5.0% 28.3% 100.0%
Basic subscribers per plant mile..... 19.3 27.2 27.1 39.2 39.5 30.0
Premium subscribers.................. 1,278 18,450 33,583 4,432 21,858 78,323
Premium penetration.................. 32.8% 45.5% 40.3% 46.2% 40.4% 40.9%
</TABLE>

<TABLE>
<CAPTION>
UP TO 29 30 TO 39 40 TO 49 50 TO 59 OVER 60
CHANNELS CHANNELS CHANNELS CHANNELS CHANNELS TOTAL
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Number of systems................... -- 105 83 1 98 287
Miles of plant...................... -- 964.7 1,098.7 11.2 4,301.8 6,376.4
Basic subscribers................... -- 24,043 24,890 263 142,213 191,409
% of total basic subscribers........ -- 12.6% 13.0% 0.1% 74.3% 100.0%
Basic subscribers per plant mile.... -- 24.9 22.7 23.5 33.1 30.0
Premium subscribers................. -- 8,033 9,203 124 64,241 79,601
Premium penetration................. -- 33.4% 37.0% 47.1% 43.8% 41.6%
</TABLE>

With the exception of 11 of the 14 systems acquired from Cable One, the
Company's remaining Systems do not currently use addressable technology. The
Company utilizes a "trap" scheme whereby a technician installs filters, or
traps, at each cabled home enabling the technician to configure the programming
received by each subscriber. The System Improvement Program contemplates the use
of addressable set-top boxes in selected analog upgraded systems, in addition to
digital addressable technology to take advantage of the HITS service. This
service transmits digitally compressed signals of niche satellite programming,
multiplexed

36
<PAGE> 40

premium services, pay-per-view movies and digital music for reception by cable
systems, which in turn deliver them to their subscribers.

The Company's active use of fiber optic technology as an alternative to
coaxial cable is playing a major role in expanding channel capacity and
improving the performance of its cable television systems. Fiber optic strands
are capable of carrying hundreds of video, data and voice channels over extended
distances without the extensive signal amplification typically required for
coaxial cable. The Company expects to selectively use fiber backbone
architecture to eliminate headend facilities and to reduce amplifier cascades,
thereby improving picture quality, system reliability and headend and
maintenance expenditures. Upon completion of the System Improvement Program, the
Company expects that fiber optic technology will be utilized in systems serving
approximately 49.9% of its basic subscribers.

Recently, high-speed cable modems and set-top boxes using digital
compression technology have become commercially viable. These developments allow
for the introduction of high-speed data services and Internet access and will
increase programming services available to customers. Digital compression
technology has the potential to significantly expand channel capacity given that
up to 16 digital channels can be carried in the bandwidth of one analog channel
(6 MHz).

The Company also owns 285 towers and leases two towers that are used to
receive off-air broadcast signals from the nearest urban transmit site or via
intermittent microwave relay stations. The Company's towers range from 20 feet
to 600 feet in height and 125 of the Company's 287 towers are at least 200 feet
in height. The Company also leases tower space to cellular telephone, personal
communications services ("PCS"), paging and other transmission companies for a
fixed monthly charge typically dictated by long-term contract. For the six
months ended June 30, 1998, the Company derived approximately 0.7% of its total
revenues from tower space leases.

FRANCHISES

Cable television systems are typically constructed and operated under
non-exclusive franchises granted by local governmental authorities. These
franchises typically contain many conditions, such as (i) time limitations on
commencement and completion of construction, (ii) conditions of service,
including number of channels, types of programming and the provision of free
service to schools and certain other public institutions, and (iii) the
maintenance of insurance and indemnity bonds. Certain provisions of local
franchises are subject to federal regulation under both the 1984 Cable Act and
the 1992 Cable Act. See "Legislation and Regulation -- Cable Regulation."

At June 30, 1998, the Company held 364 franchises. These franchises, all of
which are non-exclusive, generally provide for the payment of fees to the
issuing authority. Annual franchise fees imposed on the Systems range from 0% to
5% of the gross revenues generated by the Systems. With limited exceptions,
franchise fees are passed directly through to the customers on their monthly
bills. The 1984 Cable Act prohibits franchising authorities from imposing
franchise fees in excess of 5% of gross revenues, and permits a cable operator
to seek renegotiation and modification of franchise requirements if warranted by
changed circumstances. The Company's franchises can be terminated by the
franchising authority prior to the stated expiration date for uncured breaches
by the Company of material provisions.

The following table sets forth, after giving effect to the Cable One
Acquisition, the number of franchises by year of franchise expiration and the
approximate number and percentage of basic subscribers at June 30, 1998:

<TABLE>
<CAPTION>
NUMBER % OF % OF
OF TOTAL NUMBER OF TOTAL
YEAR OF FRANCHISE EXPIRATION FRANCHISES FRANCHISES SUBSCRIBERS SUBSCRIBERS
- ---------------------------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Prior to 1999................................... 18 5.0% 11,015 5.8%
1999 to 2002.................................... 113 31.0 65,669 34.3
After 2002...................................... 233 64.0 114,725 59.9
--- ----- ------- -----
Total........................................... 364 100.0% 191,409 100.0%
=== ===== ======= =====
</TABLE>

37
<PAGE> 41

The Cable Acts provide, among other things, comprehensive renewal
procedures which require that an incumbent franchisee's renewal application be
assessed on its own merits and not as part of a comparative process with
competing applications. See "Legislation and Regulation." The Company believes
that it has good relationships with its franchising communities. To date, the
Company has never had a franchise revoked or terminated. Additionally, no
request made by the Company for franchise renewals or extensions has been denied
although the renewal or extended franchises have frequently resulted in
franchise modifications on satisfactory terms. The Cable Acts also establish the
conditions for sale of a cable system in the event that the franchise is not
renewed or is revoked "for cause" by the franchising authority.

The 1992 Cable Act provides that a franchising authority "may not grant an
exclusive franchise," "may not unreasonably refuse to award an additional
competitive franchise" and may operate cable systems itself without franchises.
Under the 1992 Cable Act, franchising authorities are immunized from monetary
damages awards arising from regulation of cable television systems or decisions
made on franchise grants, renewals, transfers and amendments. See "Legislation
and Regulation -- Cable Regulation."

COMPETITION

Cable television systems generally operate pursuant to franchises granted
on a nonexclusive basis, so that more than one cable television system may be
built in the same area (known as an "overbuild"), with potential loss of revenue
to the operator of the original system. It is possible that a franchising
authority might grant a second franchise to another company containing terms and
conditions more favorable than those afforded the Company. The 1992 Cable Act
prohibits franchising authorities from unreasonably denying requests for
additional franchises and permits franchising authorities to operate cable
television systems without a franchise. Although a private competitor ordinarily
would seek a franchise from a local jurisdiction, municipalities have built and
operated their own systems. Overbuilds historically have been relatively rare,
as constructing and developing a cable television system is capital-intensive,
and it is difficult for the new operator to gain a marketing advantage over the
incumbent operator. The Company currently faces direct competition from
traditional overbuilds in two systems passing approximately 4,500 homes.

In recent years, the FCC and the Congress have adopted policies providing a
more favorable operating environment for new and existing technologies that
provide, or have the potential to provide, substantial competition to cable
television systems. These technologies include, among others, DBS service,
whereby signals are transmitted by satellite to receiving facilities located on
customer premises. Programming is currently available to the owners of DBS
dishes through conventional, medium and high-powered satellites. DBS systems
provide movies, broadcast stations, and other program services comparable to
those of cable television systems. DBS Service can be received anywhere in the
United States through installation of a small rooftop or side-mounted antenna.
This technology has the capability of providing more than 100 channels of
programming over a single high-powered satellite with significantly higher
capacity if multiple satellites are placed in the same orbital position. DBS is
currently being heavily marketed on a nationwide basis by three DBS providers,
and a fourth company is also proposing to provide DBS services over multiple
satellites. DBS providers provide significant competition to cable service
providers, including the Company.

The 1992 Cable Act contains provisions, which the FCC has implemented with
regulations, to enhance the ability of cable competitors to purchase and make
available to home satellite dish owners certain satellite delivered cable
programming at competitive costs. The FCC also adopted regulations that preempt
certain local restrictions on satellite and over-the-air antenna reception of
video programming services, including

38
<PAGE> 42

zoning, land-use or building regulations, or any private covenant, homeowners'
association rule or similar restriction on property within the exclusive use or
control of the antenna user. Digital satellite service ("DSS") offered by DBS
systems has certain advantages over cable systems with respect to programming
and digital quality, as well as disadvantages that include high up-front costs
and a lack of local programming, service and equipment distribution. The
Company's strategy of providing pay-per-view and perhaps satellite niche
programming via the HITS application in certain of its Systems is designed to
combat DSS competition. "Bundling" of the Company's video service with advanced
telecommunications services in certain of the Systems may also be an effective
tool for combating DSS competition. DBS does suffer certain significant
operating disadvantages compared to cable television, however, including the
subscriber's present inability to view different programming on different
television sets, line-of-sight reception requirements, up-front costs associated
with the dish antenna, and the lack of local programming. DBS currently faces
technical and legal obstacles to providing local broadcast signals, although at
least one DBS provider is now attempting to do so in certain major markets, and
legislation is now pending that may remove the existing legal obstacle.

Cable television systems also compete with wireless program distribution
services such as multichannel multipoint distribution service ("MMDS") which
uses low power microwave to transmit video programming over the air to
customers. Additionally, the FCC recently adopted new regulations allocating
frequencies in the 28 GHz band for a new multichannel wireless video service
similar to MMDS, known as Local Multipoint Distribution Service ("LMDS"). LMDS
is also suited for providing wireless data services, including the possibility
of Internet access. Wireless distribution services generally provide many of the
programming services provided by cable systems, and digital compression
technology may increase significantly the channel capacity of the Systems.
Because MMDS service requires unobstructed "line of sight" transmission paths,
the ability of MMDS systems to compete may be hampered in some areas by physical
terrain and foliage. The Company has experienced competition from MMDS
operators, namely Heartland Wireless, in 13 systems passing approximately 20,700
homes in Oklahoma, Texas and Kansas.

Federal cross-ownership restrictions historically limited entry by local
telephone companies into the cable television business. The 1996 Act eliminated
this cross-ownership restriction, making it possible for companies with
considerable resources to overbuild existing cable systems. Congress has also
repealed the prohibition against national television networks owning cable
systems. Various LECs currently are seeking to provide video programming
services within their telephone service areas through a variety of distribution
methods, primarily through the deployment of broadband wire facilities, but also
through the use of wireless (MMDS) transmission. Several telephone companies
have begun seeking cable television franchises from local governmental
authorities and constructing cable television systems. The Company has
experienced cable overbuilds by local telephone companies in seven systems
passing approximately 4,900 homes. Cable television systems could be placed at a
competitive disadvantage if the delivery of video programming services by LECs
becomes widespread, since LECs may not be required, under certain circumstances,
to obtain local franchises to deliver such video services or to comply with the
variety of obligations imposed upon cable television systems under such
franchises. The entry of telephone companies as direct competitors is likely to
continue and could adversely affect the profitability and valuation of the
Systems. Issues of cross-subsidization by LECs of video and telephony services
also pose strategic disadvantages for cable operators seeking to compete with
LECs that provide video services. The Company believes, however, that the
non-metropolitan markets in which it provides or expects to provide cable
services are unlikely to support competition in the provision of video and
telecommunications broadband services given the lower population densities and
higher costs per subscriber of installing plant.

The 1996 Telecom Act's provisions promoting facilities-based broadband
competition are primarily targeted at larger markets, and its prohibition of
buyouts and joint ventures between incumbent cable operators and LECs exempts
small operators and carriers meeting certain criteria. See "Legislation and
Regulation." The Company believes that significant growth opportunities exist
for the Company by establishing cooperative rather than competitive
relationships with LECs within service areas, to the extent permitted by law.

39
<PAGE> 43

The entry of electric utility companies into the cable television business,
as now authorized by the 1996 Act, could also have an adverse effect on the
Company's business. Well-capitalized businesses from outside the cable industry
may become competitors for franchises or providers of competing services.

Other new technologies may become competitive with non-entertainment
services offered by cable television systems. The FCC has authorized television
broadcast stations to transmit textual and graphic information useful both to
consumers and businesses. The FCC also permits commercial and noncommercial FM
stations to use their sub-carrier frequencies to provide non-broadcast services
including data transmissions. The FCC has established an over-the-air
Interactive Video and Data Service that will permit two-way interaction with
commercial and educational programming along with informational and data
services. The expansion of fiber optic systems and the introduction of new xDSL
services by LECs and other common carriers is providing facilities for the
transmission and distribution to homes and businesses of video services,
including interactive computer-based services like the Internet, data and other
non-video services. The FCC has held spectrum auctions for licenses to provide
PCS. PCS will enable license holders, including cable operators, to provide
voice and data services.

Advances in communications technology as well as changes in the marketplace
and the regulatory and legislative environments are constantly occurring. Thus,
it is not possible to predict the effect that ongoing or future developments
might have on the cable industry or on the operations of the Company.

EMPLOYEES

At June 30, 1998, the Company had approximately 306 full-time employees and
33 part-time employees. None of the Company's employees is represented by a
labor union. The Company considers its relations with its employees to be good.

PROPERTIES

A cable television system consists of four principal operating components.
The first component, known as the headend, receives television, radio and
information signals by means of special antennas and satellite earth stations.
The second component, the distribution network, which originates at the headend
and extends throughout the system's service area, consists of microwave relays,
coaxial or fiber optic cables placed on utility poles or buried underground and
associated electronic equipment. The third component of the system is a "drop
cable," which extends from the distribution network into each customer's home
and connects the distribution system to the customer's television set. The
fourth component, a converter, is the home terminal device that expands channel
capacity to permit reception of more than 12 channels of programming.

The Company's principal physical assets consist of cable television
systems, including signal-receiving, encoding and decoding apparatus, headends,
distribution systems and subscriber house drop equipment for each of the
Systems. The signal receiving apparatus typically includes a tower, antenna,
ancillary electronic equipment and earth stations for reception of satellite
signals. Headends, consisting of associated electronic equipment necessary for
the reception, amplification and modulation of signals, are located near the
receiving devices. The Company's distribution systems consist primarily of
coaxial cable and related electronic equipment. As the upgrades are completed,
the Systems will incorporate fiber optic cable. Subscriber equipment consists of
taps, house drops and converters. The Company owns its distribution systems,
various office fixtures, test equipment and certain service vehicles. The
physical components of the Systems require maintenance and periodic upgrading to
keep pace with technological advances.

The Company's cables generally are attached to utility poles under pole
rental agreements with local public utilities, although in some areas the
distribution cable is buried in underground ducts or trenches. The FCC regulates
most pole attachment rates under the federal Pole Attachment Act.

The Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave complexes and business offices
(including its principal executive offices). The Company believes that its
properties, both owned and leased, are in good condition and are suitable and
adequate for the Company's business operations as presently conducted.

40
<PAGE> 44

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company, CCI
or any of its affiliates are a party or to which any of their respective
properties are subject.

LEGISLATION AND REGULATION

The cable television industry is regulated by the FCC, some state
governments and substantially all local governments. In addition, various
legislative and regulatory proposals under consideration from time to time by
Congress and various federal agencies have in the past materially affected, and
may in the future materially affect, the Company and the cable television
industry. The following is a summary of federal laws and regulations affecting
the growth and operation of the cable television industry and a description of
certain state and local laws. The Company believes that the regulation of its
industry remains a matter of interest to Congress, the FCC and other regulatory
authorities. There can be no assurance as to what, if any, future actions such
legislative and regulatory authorities may take or the effect thereof on the
Company.

FEDERAL REGULATION

The primary federal statute dealing with the regulation of the cable
television industry is the Communications Act. The three principal amendments to
the Communications Act that shaped the existing regulatory framework for the
cable television industry were the 1984 Cable Act, the 1992 Cable Act and the
1996 Telecom Act. The 1996 Telecom Act, which became effective in February 1996,
was the most comprehensive reform of the nation's telecommunications laws since
the Communications Act. Although the long term goal of the 1996 Telecom Act is
to promote competition and decrease regulation of various communications
industries, in the short term, the law delegates to the FCC (and in some cases
to the states) broad new rulemaking authority. The FCC and state regulatory
agencies are required to conduct numerous rulemaking and regulatory proceedings
to implement the 1996 Telecom Act and such proceedings may materially affect the
cable television industry.

The FCC, the principal federal regulatory agency with jurisdiction over
cable television, has promulgated regulations to implement the provisions
contained in the Communications Act. The FCC has the authority to enforce these
regulations through the imposition of substantial fines, the issuance of cease
and desist orders and/or the imposition of other administrative sanctions, such
as the revocation of FCC licenses needed to operate certain transmission
facilities often used in connection with cable operations. A brief summary of
certain of these federal regulations as adopted to date follows.

Cable Rate Regulation

The 1992 Cable Act imposed an extensive rate regulation regime on the cable
television industry. Under that regime, all cable systems are subject to rate
regulation, unless they face "effective competition" in their local franchise
area. Federal law now defines "effective competition" on a community-specific
basis as requiring either low penetration (less than 30%) by the incumbent cable
operator, appreciable penetration (more than 15%) by competing multichannel
video providers ("MVPs"), or the presence of a competing MVP affiliated with a
local telephone company.

Although the FCC rules control, local government units (commonly referred
to as local franchising authorities or "LFAs") are primarily responsible for
administering the regulation of the lowest level of cable -- the basic service
tier ("BST"), which typically contains local broadcast stations and public,
educational, and government ("PEG") access channels. Before an LFA begins BST
rate regulation, it must certify to the FCC that it will follow applicable
federal rules, and many LFAs have voluntarily declined to exercise this
authority. LFAs also have primary responsibility for regulating cable equipment
rates. Under federal law, charges for various types of cable equipment must be
unbundled from each other and from monthly charges for programming services. The
1996 Telecom Act allows operators to aggregate costs for broad categories of
equipment across geographic and functional lines. This change should facilitate
the introduction of new technology. Few of the LFAs in the communities in which
the Company operates have

41
<PAGE> 45

elected to certify to regulate rates, and the Company believes that the FCC's
existing "Small Systems Order" will afford it additional flexibility to adjust
its rates. However there can be no assurance that the Company's revenues and
results of operations will not be adversely affected in the future by regulation
of cable system rates.

The FCC itself directly administers rate regulation of any cable
programming service tiers ("CPST"), which typically contain satellite-delivered
programming. Under the 1996 Telecom Act, the FCC can regulate CPST rates only if
an LFA first receives at least two rate complaints from local subscribers and
then files a formal complaint with the FCC. When new CPST rate complaints are
filed, the FCC now considers only whether the incremental increase is justified
and will not reduce the previously established CPST rate.

Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The FCC has modified its rate
adjustment regulations to allow for annual rate increases and to minimize
previous problems associated with regulatory lag. Operators also have the
opportunity of bypassing this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears advantageous. Premium cable services offered on a per-channel or
per-program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product.

The FCC and Congress have provided various forms of rate relief for smaller
cable systems owned by smaller operators. If requisite eligibility criteria are
satisfied, a cable operator may be allowed to rely on a vastly simplified
cost-of-service rate justification and/or may be allowed to avoid regulation of
CPST rates entirely.

In the former case, cable systems serving 15,000 or fewer subscribers, that
are owned by or affiliated with a cable company serving, in the aggregate, no
more than 400,000 subscribers, can submit a simplified cost-of-service filing
under which the regulated rate (including equipment charges) will be presumed
reasonable if it equates to no more than $1.24 per channel. Eligibility for this
relief remains if the small cable system is subsequently acquired by a larger
cable operator. In the latter case, the 1996 Telecom Act immediately deregulated
the CPST rates of cable systems serving communities with fewer than 50,000
subscribers, that are owned by or affiliated with entities serving, in the
aggregate, no more than one percent of the nation's cable customers
(approximately 617,000) and having no more than $250 million in annual revenues.
For qualifying cable systems that offered only a single level of regulated
service as of December 31, 1994, that entire level of service is rate
deregulated. Essentially all of the Company's existing systems qualify under
this provision, and the majority of the Cable One systems also qualify under
this provision. The 1996 Telecom Act also relaxes existing uniform rate
requirements by specifying that uniform rate requirements do not apply where the
operator faces "effective competition," and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing still may
be made to the FCC.

The 1996 Telecom Act sunsets FCC regulation of CPST rates for all systems
(regardless of size) on March 31, 1999. However, certain cable critics have
called for the delay in that regulatory sunset and even urged more rigorous rate
regulation in the interim, including a limit on operators passing through to
their customers increased programming costs. Several bills have been introduced
in Congress which address cable rates. These bills would, alternatively, repeal
the sunset of the regulation of CPST rates now scheduled for March 1999, sunset
CPST rates except where a franchising authority certifies to the FCC that an
operator is not providing subscribers an acceptable range of programming choices
to the extent technically feasible and economically reasonable, and freeze cable
rates pending the receipt of a report to Congress by the FCC regarding the
causes of cable television rate increases. The Company cannot predict the
outcome of these bills or whether additional cable rate legislation will be
introduced in Congress.

Federal law requires that the BST be offered to all cable subscribers. FCC
regulations adopted pursuant to the 1992 Cable Act require cable systems to
permit customers to purchase video programming on a per channel or a per program
basis without the necessity of subscribing to any tier of service, other than
the basic service tier, unless the cable system is technically incapable of
doing so. Generally, this exemption from
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compliance with the statute for cable systems that do not have such technical
capability is available until a cable system obtains the capability, but not
later than December 2002.

Franchise Fees

Franchising authorities may impose franchise fees, but such payments cannot
exceed 5% of a cable system's annual gross revenues derived from the operation
of the Cable system in providing cable service. Under the 1996 Telecom Act,
franchising authorities may not exact franchise fees from revenues derived from
telecommunications services.

Renewal of Franchises

The 1984 Cable Act established renewal procedures and criteria designed to
protect incumbent franchisees against arbitrary denials of renewal. While these
formal procedures are not mandatory unless timely invoked by either the cable
operator or the franchising authority, they can provide substantial protection
to incumbent franchisees. Even after the formal renewal procedures are invoked,
franchising authorities and cable operators remain free to negotiate a renewal
outside the formal process. Nevertheless, renewal is by no means assured, as the
franchisee must meet certain statutory standards. Even if a franchise is
renewed, a franchising authority may impose new and more onerous requirements
such as upgrading facilities and equipment, although the municipality must take
into account the cost of meeting such requirements. The 1992 Cable Act makes
several changes to the process under which a franchise is renewed, some of which
could make it easier in some cases for a franchising authority to deny renewal.

Competing Franchises

The 1992 Cable Act prohibits franchising authorities from unreasonably
refusing to grant franchises to competing cable television systems and permits
franchising authorities to operate their own cable television systems without
franchises.

Franchise Transfers

The 1992 Cable Act requires franchising authorities to act on any franchise
transfer request submitted after December 4, 1992, within 120 days after receipt
of all information required by FCC regulations and by the franchising authority.
Approval is deemed to be granted if the franchising authority fails to act
within such period.

Cable Entry Into Telecommunications

The 1996 Telecom Act provides that no state or local laws or regulations
may prohibit or have the effect of prohibiting any entity from providing any
interstate or intrastate telecommunications service. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public safety and welfare, service quality, and consumer protection.
State and local governments also retain their authority to manage the public
rights-of-way and may require reasonable, competitively neutral compensation for
management of the public rights-of-way when cable operators provide
telecommunications service. The favorable pole attachment rates afforded cable
operators under federal law can be gradually increased by utility companies
owning the poles (beginning in 2001) pursuant to an FCC prescribed formula if
the operator provides telecommunications service, as well as cable service, over
its plant. The FCC recently clarified that a cable operator's favorable pole
rates are not endangered by the provision of Internet access.

Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers. The FCC adopted
regulations implementing the 1996 Telecom Act requirement that LECs open their
telephone networks to competition by providing competitors interconnection,
access to unbundled network elements and retail services at wholesale rates.
Numerous parties appealed these regulations. The U.S. Court of Appeals for the
Eighth Circuit, where the appeals were consolidated, recently
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<PAGE> 47

vacated key portions of the FCC's regulations, including the FCC's pricing and
nondiscrimination rules, and in January 1998, the United States Supreme Court
agreed to review the lower court's decision. SBC Communications, Inc. also filed
suit in Texas seeking to overturn the long distance entry provisions of the 1996
Telecom Act on constitutional grounds and obtained a favorable decision from the
U.S. District Court in Wichita Falls, Texas, which was recently reversed by the
United States Court of Appeals for the 5th Circuit. SBC is considering an appeal
to the U.S. Supreme Court. The ultimate outcome of the litigation and the FCC's
rulemakings, and the ultimate impact of the 1996 Telecom Act or any final
regulations adopted pursuant to the new law on the Company or its business
cannot be determined at this time.

Telephone Company Entry Into Cable Television

The 1996 Telecom Act makes far reaching changes in the regulation of
telephone companies that provide video programming services. The new law
eliminates federal legal barriers to competition in the local telephone and
cable communications businesses, preempts state and local laws and regulations
which create competitive barriers and sets basic standards for relationships
between telecommunications providers. The 1996 Telecom Act also eliminates the
requirements that LECs obtain FCC approval under Section 214 of the
Communications Act before providing video services in their telephone service
areas and removes the statutory telephone company/cable television
cross-ownership prohibition, thereby allowing LECs to offer video services in
their telephone service areas. LECs may provide service as traditional cable
operators with local franchises, or they may opt to provide their programming
over unfranchised "open video systems," subject to certain conditions,
including, but not limited to, setting aside a portion of their channel capacity
for use by unaffiliated program distributors on a non-discriminatory basis. LECs
could be formidable competitors to traditional cable operators, and certain LECs
have begun offering cable services, both within and outside of their service
areas. The Company has experienced telephone overbuilds in seven systems passing
approximately 4,900 homes.

The 1996 Telecom Act generally limits acquisitions and prohibits certain
joint ventures between LECs and cable operators in the same market. There are
some statutory exceptions to the buy-out and joint venture prohibitions,
including exceptions for certain small cable systems (as defined by Federal law)
and for cable systems or telephone facilities serving certain rural areas, and
the FCC is authorized to grant waivers of the prohibitions under certain
circumstances.

Electric Utility Entry Into Telecommunications/Cable Television

The 1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services (including cable
television). Electric utilities must establish separate subsidiaries, known as
"exempt telecommunications companies" and must apply to the FCC for operating
authority. Because of their resources, electric utilities could also be
formidable competitors to traditional cable systems.

Additional Ownership Restrictions

The 1996 Telecom Act repealed the 1984 Cable Act's prohibition against LECs
providing video programming directly to customers within their local telephone
exchange service areas. However, with certain limited exceptions, a LEC may not
acquire more than a 10% equity interest in an existing cable system operating
within the LEC's service area. The 1996 Telecom Act also authorized LECs and
others to operate "open video systems" without obtaining a local cable
franchise. See "Business -- Competition."

The 1984 Cable Act and the FCC's rules prohibit the common ownership,
operation, control or interest in a cable system and a local television
broadcast station whose predicted grade B contour (a measure of a television
station's signal strength as defined by the FCC's rules) covers any portion of
the community served by the cable system. The 1996 Telecom Act eliminates the
statutory ban and directs the FCC to review its cross-ownership rule within two
years. Pursuant to the 1996 Telecom Act, the FCC eliminated its restrictions on
the cross-ownership of cable systems and national broadcasting networks, and has
commenced a proceeding to review its broadcast cable cross-ownership
restrictions. In order to encourage competition in the

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provision of video programming, the FCC adopted a rule prohibiting the common
ownership, affiliation, control or interest in cable television systems and
wireless cable facilities having overlapping service areas, except in very
limited circumstances. The 1992 Cable Act codified this restriction and extended
it to co-located SMATV systems. Permitted arrangements in effect as of October
5, 1992, are grandfathered. In January 1995, the FCC adopted regulations which
permit cable operators to own and operate SMATV systems within their franchise
areas, provided that such operation is consistent with local cable franchise
requirements. The 1996 Telecom Act exempts cable systems subject to effective
competition from the wireless cable and SMATV restrictions. In addition, a cable
operator can purchase an SMATV system located within its franchise areas and
technically integrate it into its cable system. The 1992 Cable Act permits
states or local franchising authorities to adopt certain additional restrictions
on the ownership of cable television systems.

Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a cable
system from devoting more than 40% of its activated channel capacity to the
carriage of affiliated national program services and has imposed limits on the
number of cable systems which a single cable operator can own. In general, no
cable operator can have an attributable interest in cable systems which pass
more than 30% of all homes nationwide. Attributable interests for these purposes
include voting interests of 5% or more (unless there is another single holder of
more than 50% of the voting stock), officerships, directorships and general
partnership interests. The FCC has stayed the effectiveness of its 30%
horizontal ownership rule pending the outcome of the appeal from a U.S. District
Court decision holding the multiple ownership limit provision of the 1992 Cable
Act unconstitutional, but has recently implemented certain reporting
requirements for MSO's passing more than 20% of homes nationwide and initiated a
proceeding to examine its current horizontal ownership limitations rule and
whether it should be modified. The FCC also has initiated a rulemaking
proceeding to review its attribution rules which define what constitutes a
"cognizable interest" triggering application of various FCC rules relating to
the provision of cable services such as cross-ownership, programing access and
channel occupancy rules, and horizontal ownership limitations. In addition, the
FCC recently commenced a rulemaking proceeding to examine, among other issues,
whether any limitations on cable-DBS cross-ownership are warranted in order to
prevent anticompetitive conduct in the video services market.

There are no federal restrictions on non-U.S. entities having an ownership
interest in cable television systems or the FCC licenses commonly employed by
such systems. Section 310(b)(4) of the Communications Act does, however,
prohibit foreign ownership of FCC broadcast and telephone licenses, unless the
FCC concludes that such foreign ownership is consistent with the public
interest.

Technical Requirements

The FCC has imposed technical standards applicable to the cable channels on
which broadcast stations are carried, and has prohibited franchising authorities
from adopting standards which are in conflict with or more restrictive than
those established by the FCC. Those standards are applicable to all classes of
channels which carry downstream National Television System Committee (the
"NTSC") video programming. The FCC also has adopted additional standards
applicable to cable television systems using frequencies in the 108-137 MHz and
225-400 MHz bands in order to prevent harmful interference with aeronautical
navigation and safety radio services and has also established limits on cable
system signal leakage. Periodic testing by cable operators for compliance with
the technical standards and signal leakage limits is required and an annual
filing of the results of these measurements is required. The 1992 Cable Act
requires the FCC to periodically update its technical standards to take into
account changes in technology. Under the 1996 Telecom Act, local franchising
authorities may not prohibit, condition or restrict a cable system's use of any
type of subscriber equipment or transmission technology.

The FCC has adopted regulations to implement the requirements of the 1992
Cable Act designed to improve the compatibility of cable systems and consumer
electronics equipment. Among other things, these regulations generally prohibit
cable operators from scrambling their basic service tier. The 1996 Telecom Act
directs the FCC to rely on the marketplace and set only minimal standards to
assure compatibility between television sets, VCRs and cable systems.

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Pursuant to the requirements of the 1996 Telecom Act, the FCC recently
adopted an Order implementing regulations intended to promote the commercial
availability of navigation devices (set-top converters). The new rules will
apply generally to all multichannel video programming distributors ("MVPDs"),
including MMDS, SMATV, etc., and to all equipment used to receive multichannel
video programming, including VCRs and even computers if used for that purpose.
The FCC has exempted from its rules navigation devices that operate throughout
the continental United States and are commercially available from unaffiliated
sources, which include DBS. The Order requires that the security (descrambling)
functions presently integrated in set-top converters be separated from their
other functions and that separate security modules be available from cable
operators by July 2000. Cable operators will be allowed to provide integrated
set-top converters to their customers until January 1, 2005. After that time,
the sale of or lease by operators of new set-top converters with embedded
security functions will be prohibited, subject to the FCC's reassessment in
2000. Several parties have requested the FCC to reconsider various aspects of
its Order.

Pole Attachments

The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles unless state public service commissions
are able to demonstrate that they regulate the rates, terms and conditions of
cable television pole attachments. In addition, cooperatively and municipally
owned utilities are not subject to the FCC's pole attachment regulations and in
most cases are not subject to the pole attachment regulations of the state PSC.
The Company may operate systems that utilize poles owned by cooperatively and
municipally owned utilities. None of the states where the Company operates cable
systems have certified to the FCC that they regulate the rates, terms and
conditions for pole attachments. In the absence of state regulation, and except
for cooperatively or municipally owned poles, the FCC administers such pole
attachment rates through use of a formula which it has devised. As directed by
the 1996 Telecom Act, the FCC has adopted a new rate formula for any attaching
party, including cable systems, which offer telecommunications services. This
new formula will result in significantly higher attachment rates for cable
systems which choose to offer such services, but does not begin to take effect
until 2001 and will be phased in by equal increments over the ensuing five
years. Various parties have requested the FCC to reconsider these new
regulations. The FCC has also initiated a rulemaking to consider whether it
should adjust certain elements of its existing rate formula. If adopted, these
adjustments may increase the fees paid by cable operators to utilities for pole
attachments and conduit space. The ultimate outcome of these rulemakings and the
ultimate impact of any revised FCC rate formula or of any new pole attachment
rate regulations on the Company or its business cannot be determined at this
time.

Must Carry/Retransmission Consent

The 1992 Cable Act contains broadcast signals carriage requirements that,
among other things, allow local commercial television broadcast stations to
elect once every three years between requiring a cable system to carry the
station ("must carry") or negotiating for payments for granting permission to
the cable operator to carry the station ("retransmission consent"). A cable
system generally is required to devote up to one-third of its activated channel
capacity for the carriage of local commercial television stations whether
pursuant to the mandatory carriage or retransmission consent requirements of the
1992 Cable Act. Local non-commercial television stations are also given
mandatory carriage rights, subject to certain exceptions, within the larger of:
(i) a 50-mile radius from the station's city of license; or (ii) the station's
Grade B contour (a measure of signal strength). Unlike commercial stations,
noncommercial stations are not given the option to negotiate retransmission
consent for the carriage of their signal. In addition, cable systems must obtain
retransmission consent for the carriage of all "distant" commercial broadcast
stations, except for certain "superstations," i.e., commercial
satellite-delivered independent stations, such as WGN. Must carry requests can
dilute the appeal of a cable systems' programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the Company's business. The burden
associated with "must carry" may increase substantially as broadcasters proceed
with planned conversion to digital transmission and if the FCC determines that
cable systems must carry all analog and digital broadcasts in their entirety.
The FCC has initiated a rulemaking proceeding concerning whether and under what
circumstances cable operators must carry digital broadcast signals.
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Access Channels

LFAs can include franchise provisions requiring cable operators set aside
certain channels for public, educational and governmental access programming.
The 1984 Cable Act further requires cable television systems with 36 or more
activated channels to designate a portion of their channel capacity for
commercial leased access by unaffiliated third parties. While the 1984 Cable Act
allowed cable operators substantial latitude in setting leased access rates, the
1992 Cable Act requires leased access rates to be set according to a formula
determined by the FCC. The FCC has adopted rules regulating the terms,
conditions and maximum rates a cable operator may charge for use of the
designated channel capacity, but use of commercial leased access channels has
been relatively limited. The FCC released revised rules in February 1997
mandating a modest rate reduction. The reduction sparked some increase in
part-time use, but did not make commercial leased access substantially more
attractive to third party programmers.

Access to Programming

To spur the development of independent cable programmers and competition to
incumbent cable operators, the 1992 Cable Act imposed restrictions on the
dealings between cable operators and cable programmers. Of special significance
from a competitive business posture, the 1992 Cable Act precludes video
programmers affiliated with cable companies from favoring cable operators over
competitors and requires such programmers to sell their programming to other
multichannel video distributors. This provision limits the ability of vertically
integrated cable programmers to offer exclusive programming arrangements to
cable companies. Recently, there has been increased interest in further
restricting the marketing practices of cable programmers, including subjecting
programmers who are not affiliated with cable operators to all of the existing
program access requirements. In an effort to increase competition in the video
marketplace, the FCC has recently adopted an Order which revised its program
access complaint procedures. Among other revisions, the Order increased
sanctions for violation of the program access rules, but the Commission declined
to widen the scope of the rules to include terrestrially delivered programming.

Inside Wiring

The FCC recently adopted new procedural guidelines governing the
disposition of home run wiring (a line running to an individual subscriber's
unit from a common feeder or riser cable) in multi-dwelling units ("MDUs"). MDU
owners can use these new rules to attempt to force cable television operators
without contracts to either sell, abandon or remove home run wiring and
terminate service to MDU subscribers unless operators retain rights under common
or state law to maintain ownership rights in the home run wiring. In addition,
the FCC is reviewing the enforceability of contracts to provide exclusive video
service within an MDU complex. The FCC has sought comment on abrogating all such
contracts held by incumbent cable operators, but allowing such contracts when
held by new entrants. These changes will make it easier for an MDU complex owner
to terminate service from an incumbent cable operator in favor of a new entrant
and leave the already competitive MDU sector even more challenging for incumbent
cable operators unless operators retain rights under common or state law to
maintain ownership rights in the home run wiring.

Other FCC Regulations

In addition to the FCC regulations noted above, there are other FCC
regulations covering such areas as equal employment opportunity, subscriber
privacy, programming practices (including, among other things, syndicated
program exclusivity, network program nonduplication, local sports blackouts,
indecent programming, lottery programming, political programming, sponsorship
identification, and children's programming advertisements), registration of
cable systems and facilities licensing, maintenance of various records and
public inspection files, microwave and aeronautical frequency usage, lockbox
availability, antenna structure notification, tower marking and lighting,
consumer protection and customer service standards, technical standards, and
consumer electronics equipment capability. Federal requirements governing
Emergency Alert Systems and Closed Captioning adopted in 1997 will impose
additional costs on the operation of cable systems. The FCC has the authority to
enforce its regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the
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revocation of FCC licenses needed to operate certain transmission facilities
used in connection with cable operations.

Cable systems are subject to federal copyright licensing covering carriage
of television and radio broadcast signals. In exchange for filing certain
reports and contributing a percentage of their revenue to a federal copyright
royalty pool, cable operators can obtain blanket permission to retransmit
copyrighted material on broadcast signals. The nature and amount of future
payments for broadcast signal carriage cannot be predicted at this time. In a
recent report to Congress, the Copyright Office recommended that Congress make
major revisions of both the cable television and satellite compulsory licenses
to make them as simple as possible to administer, to provide copyright owners
with full compensation for the use of their work, and to treat every
multichannel video delivery system the same, except to the extent that
technological differences or differences in the regulatory burdens placed upon
the delivery system justify different copyright treatment. The possible
simplification, modification or elimination of the compulsory copyright license
is the subject of continuing legislative review. The elimination or substantial
modification of the cable compulsory license could adversely affect the
Company's ability to obtain suitable programming and could substantially
increase the cost of programming that remained available for distribution to the
Company's customers. The Company cannot predict the outcome of this legislative
activity.

Cable operators distribute programming and advertising that use music
controlled by the two major music performing rights organizations, ASCAP and
BMI. In October 1989, the special rate court of the U.S. District Court of the
Southern District of New York imposed interim rates on the cable industry's use
of ASCAP-controlled music. The same federal district court recently established
a special rate court for BMI. BMI and certain cable industry representatives
recently concluded negotiations for a standard licensing agreement covering the
usage of BMI music contained in advertising and other information inserted by
operators into cable programming and on certain local access and origination
channels carried on cable systems. ASCAP and cable industry representatives have
met to discuss the development of a standard licensing agreement covering ASCAP
music in local origination and access channels and pay-per-view programming.
Although the Company cannot predict the ultimate outcome of these industry
negotiations or the amount of any license fees it may be required to pay for
past and future use of ASCAP-controlled music, it does not believe such license
fees will be material to the Company's operations.

STATE AND LOCAL REGULATION

Cable television systems generally are operated pursuant to nonexclusive
franchises granted by a municipality or other state or local government entity
in order to cross public rights-of-way. Federal law now prohibits franchise
authorities from granting exclusive franchises or from unreasonably refusing to
award additional franchises. Cable franchises generally are granted for fixed
terms and in many cases include monetary penalties for non-compliance and may be
terminable if the franchisee failed to comply with material provisions.

The terms and conditions of franchises vary materially from jurisdiction.
Each franchise generally contains provisions governing cable operations, service
rates, franchise fees, system construction and maintenance obligations, system
channel capacity, design and technical performance, customer service standards,
and indemnification protections. A number of states (such as Connecticut)
subject cable television systems to the jurisdiction of centralized state
governmental agencies, some of which impose regulation of a character similar to
that of a public utility. Although LFAs have considerable discretion in
establishing franchise terms, there are certain federal limitations. For
example, LFAs cannot insist on franchise fees exceeding 5% of the system's gross
revenues, cannot dictate the particular technology used by the system, and
cannot specify video programming other than identifying broad categories of
programming.

The 1984 Cable Act places certain limitations on a franchising authority's
ability to control the operation of a cable system operator, and the courts have
from time to time reviewed the constitutionality of several general franchise
requirements, including franchise fees and access channel requirements, often
with

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inconsistent results. On the other hand, the 1992 Cable Act prohibits exclusive
franchises, and allows franchising authorities to exercise greater control over
the operation of franchised cable television systems, especially in the area of
customer service and rate regulation. Moreover, franchising authorities are
immunized from monetary damage awards arising from regulation of cable
television systems or decisions made on franchise grants, renewals, transfers
and amendments.

Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the franchise authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and service or increased
franchise fees as a condition of renewal. Similarly, if a franchise authority's
consent is required for the purchase or sale of a cable system or franchise,
such authority may attempt to impose more burdensome or onerous franchise
requirements in connection with a request for consent. Historically, franchises
have been renewed for cable operators that have provided satisfactory services
and have complied with the terms of their franchise. The Company has generally
had good experience with its cable franchise renewals.

OTHER MATTERS

The FCC continues to have rulemaking proceedings pending that will
implement various provisions of the 1996 Telecom Act; it also has adopted
regulations implementing various provisions of the 1992 Cable Act and the 1996
Telecom Act that are the subject of petitions requesting reconsideration of
various aspects of its rulemaking proceedings. In addition to the FCC
regulations noted above, there are other FCC regulations covering such areas as
equal employment opportunity, syndicated program exclusivity, network program
non-duplication, closed captioning of video programming, registration of cable
systems, maintenance of various records and public inspection files, microwave
frequency usage, lockbox availability, origination cablecasting and sponsorship
identification, antenna structure notification, marking and lighting, carriage
of local sports broadcast programming, application of rules governing political
broadcasts, limitations on advertising contained in non-broadcast children's
programming, programmer access to cable systems, programming agreements,
technical standards, emergency alert system requirements, consumer electronics
equipment compatibility and DBS implementation.

The 1992 Cable Act, the 1996 Telecom Act and the FCC's rules implementing
these statutory provisions generally have increased the administrative and
operational expenses of cable systems and have resulted in additional regulatory
oversight by the FCC and local franchise authorities. The Company will continue
to develop strategies to minimize the adverse impact that the FCC's regulations
and the other provisions of the 1992 Cable Act and the 1996 Telecom Act have on
the Company's business. However, no assurances can be given that the Company
will be able to develop and successfully implement such strategies to minimize
the adverse impact of the FCC's rate regulations, the 1992 Cable Act or the 1996
Telecom Act on the Company's business.

The foregoing does not purport to describe all present and proposed
federal, state and local regulations and legislation relating to the cable
television industry. Other existing federal regulations, copyright licensing
and, in many jurisdictions, state and local franchise requirements, currently
are the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals which could change, in varying degrees,
the manner in which cable television systems operate. Neither the outcome of
these proceedings nor their impact upon the cable television industry can be
predicted at this time.

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MANAGEMENT

All of the outstanding Capital Stock of the Company is owned by CCI. The
executive officers of CCI are also the executive officers of the Company and
hold the same offices. The directors of the Company and all the subsidiaries of
the Company are J. Merritt Belisle and Jeffery C. Garvey. Executive officers,
key operations managers and outside directors of CCI are listed as follows:

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS AGE POSITION
-------------------------------- --- --------
<S> <C> <C>
J. Merritt Belisle................... 42 Chairman of the Board and Chief Executive
Officer
Steven E. Seach...................... 41 Director, President and Chief Financial
Officer
Gilbert W. Nichols................... 50 Vice President -- Operations
Jeffery C. Garvey.................... 49 Director
James J. Kozlowski................... 42 Director
Robert H. Sheridan III............... 35 Director
Robert Marakovits.................... 40 Director
</TABLE>

J. Merritt Belisle, the Company's Chairman of the Board and Chief Executive
Officer, founded the Company in March 1992 to acquire, operate, and develop
cable television systems in selected non-metropolitan markets of the United
States. From January 1988 through August 1991, he was a Vice President at Texas
Commerce Investment Banking, a division of Texas Commerce Bank, N.A., Houston,
Texas. From April 1985 to January 1988, Mr. Belisle was Chief Executive Officer
of Community Cable Incorporated ("Community Cable"), a small multi-system cable
television operator based in Austin, Texas. Community Cable was sold to a cable
television subsidiary of Time Warner, Inc. Prior to founding Community Cable,
Mr. Belisle was a corporate and securities attorney with the Houston office of
Baker & Botts. Mr. Belisle received a BBA in 1977, a MPA in 1980, and a JD in
1981 from The University of Texas at Austin.

Steven E. Seach, the Company's President and Chief Financial Officer,
helped Mr. Belisle with the founding of the Company in March 1992. Mr. Seach
became President of the Company in October 1996 and presently oversees
substantially all operational and financial aspects of the Company. Mr. Seach
became a member of the Board of CCI in 1998. From March 1992 to June 1994, Mr.
Seach served as an advisor to the Company and its Board of Directors for
strategic, operational and financial matters. Mr. Seach became the Company's
Chief Financial Officer in July 1994. Prior to his association with the Company,
Mr. Seach spent 12 years in the banking and investment banking industries,
primarily with Texas Commerce Bank, N.A., Houston, Texas. Mr. Seach received a
BBA in finance from the University of Houston in 1980.

Gilbert W. Nichols, the Company's Vice President -- Operations, joined the
Company in February 1997. As Vice President -- Operations, he is responsible for
the day-to-day operations of the Company's cable systems. Mr. Nichols is a cable
veteran who has spent nearly 30 years in the cable television business.
Throughout his career he has held numerous technical and managerial positions in
both metropolitan and non-metropolitan environments. Mr. Nichols has a degree in
Business Administration from Southwestern Ohio University as well as formal
training in electronics.

Jeffery C. Garvey, a General Partner of Austin Ventures, L.P., has been a
Director of CCI since July 1992. Mr. Garvey has been General Partner of Austin
Ventures, L.P. since 1984. Mr. Garvey is currently a Director of General
Communications, Inc. and Careline, Inc. From 1979 through 1986, Mr. Garvey was
the Executive Vice President and President of Rust Capital, Ltd, a small
business investment company. Prior to that, Mr. Garvey was an officer with PNC
Bank in Philadelphia. Mr. Garvey received his BA with honors from St. Lawrence
University in 1971.

James J. Kozlowski, the Executive Director of The Texas Growth Fund, has
been a Director of CCI since June 1993. Mr. Kozlowski has been the President of
TGF Management Corp. and Executive Director of The Texas Growth Fund since 1992.
Mr. Kozlowski is currently a Director of the following companies: American
Rockwool, Inc., Coastal Towing, Inc., The Lofland Company, Rehab Designs of
America Corp., Sterling Foods, Inc., Technology Works, Inc. and Veridian. Mr.
Kozlowski was a Managing Director of Fortis Private Capital in New Jersey from
1990 to 1992, and Vice President of Merrill Lynch Venture Capital in New York

50
<PAGE> 54

from 1986 to 1990. Mr. Kozlowski received his BA degree in economics, cum laude,
from Harvard College in 1978 and his MBA from Harvard University Graduate School
of Business Administration in 1982.

Robert H. Sheridan III, has served as a Director of CCI since April 1997.
Mr. Sheridan is a Managing Director of NationsBank Capital Investors, the
principal investment group within NationsBank Corporation, and a Senior Vice
President of NationsBanc Capital Corp., NationsBanc Investment Corporation and
NationsBank, N.A. NationsBanc Capital Corp. is a stockholder of CCI. Prior to
joining NationsBank Capital Investors in January 1994, Mr. Sheridan worked in
investment banking and capital markets positions at Paine Webber, Inc., from
1986 to 1988. Mr. Sheridan currently serves as a director of Cumulus Media,
Inc., a radio broadcasting company, and Netcom Systems, Inc., a network
equipment testing systems company. Mr. Sheridan holds an MBA from Columbia
University and a BA from Vanderbilt University.

Robert Marakovits, a Managing Director of BT Capital Partners, has been a
Director of CCI since 1995. Mr. Marakovits joined BT Capital Partners in 1987.
Mr. Marakovits is a Director of Alliance Entertainment, Inc. Prior to graduate
school, he worked for three years as a financial associate at General Foods
Corporation. Mr. Marakovits holds a BBA from Pace University and an MBA from
Indiana University.

OTHER CORPORATE PERSONNEL

Bryan D. Noteboom, the Company's Vice President -- Finance &
Administration, has been with the Company since its inception and coordinates
the Company's accounting, finance, human resources and risk management
functions. Mr. Noteboom has an extensive background in cable television,
accounting, and finance through prior work experience in the cable industry and
as a senior auditor with Coopers & Lybrand. Mr. Noteboom earned a BBA in
Accounting/Finance from the University of Texas at Austin in December 1985 and
is licensed to practice as a Certified Public Accountant.

Ashley M. Kimery, the Company's Vice President & Corporate Treasurer
currently oversees the Company's cash management and tax functions. Prior to
joining the Company, Ms. Kimery worked for seven years in both the audit and tax
departments at Ernst & Young LLP. Ms. Kimery received her BBA in Accounting from
Texas A&M University in 1987, her Certificate of Public Accounting in 1990, and
her Masters in Public Accounting from The University of Texas at Austin in 1991.

Tracy M. Anderson, the Company's Vice President -- Marketing, has been with
the Company since September 1995. Ms. Anderson manages the Company's marketing
and community relations efforts. Prior to joining the Company, Ms. Anderson
worked as a senior auditor for the Austin office of Ernst & Young LLP. Ms.
Anderson earned a BBA in Accounting/Finance from Texas A&M in 1992 and her
Certificate of Public Accountancy in 1994.

Christopher M. Calavitta, the Company's Vice President -- Strategic
Planning, has been with the Company since October 1995 and spearheads certain
mergers & acquisitions, capital raising, Internet, broadband technology, and
budgeting efforts on behalf of the Office of the Chairman and Board of
Directors. Prior to joining the Company, Mr. Calavitta was an analyst with
NationsBank Capital Investors, one of CCI's institutional investors. Mr.
Calavitta earned a BSM in Finance, summa cum laude, from Tulane University in
1993.

KEY OPERATIONS PERSONNEL

Nita M. Basgall, the Company's Regional Manager -- Northern, has been with
the Company since its inception and oversees all operational, technical and
local marketing aspects of the Company's systems in Kansas, Nebraska and
Northwest Missouri. Ms. Basgall has over 24 years of experience in the cable
television industry. Ms. Basgall serves on the Board of Directors of the Kansas
Cable Telecommunications Association.

David D. Walker, the Company's Regional Manager -- Central, has over 28
years of experience in the cable television industry and oversees all
operational, technical and local marketing aspects of the Company's systems in
Oklahoma and Arkansas. Mr. Walker serves on the Board of Directors of the
Arkansas Cable Telecommunications Association.

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<PAGE> 55

Kenneth L. Butler, the Company's Corporate Engineering Manager, has been
with the Company since its inception and is responsible for the Company's
overall technical specifications, FCC, FAA and OSHA compliance and filings and
the Company-wide engineering practices. Mr. Butler has over 16 years of
experience in the cable television industry.

Connie A. Ganoung, the Company's Customer Service Manager, has been with
the Company since its inception and is directly responsible for the supervision
and performance of the Company's Customer Service Center located in Plainville,
Kansas. Ms. Ganoung received her BBA from Fort Hays State University in 1981.
Ms. Ganoung has over 9 years of experience in the cable television industry.

Ronald G. Jansonius, the Company's Advanced Technology Manager, has been
with the Company since 1996 and is responsible for directing the Company's
advanced technology initiatives. Mr. Jansonius has over 6 years of computer,
network, and broadband technology expertise. He received a BS from Fort Hays
State University in 1982.

Marsha K. Newell, the Company's Human Resources Manager, has been with the
Company since January 1997 and plans, organizes and directs all aspects of the
Human Resources function within the Company. Ms. Newell has over 26 years of
human resources experience. Ms. Newell holds a BBA in Human Resource Management
from Friends University and an MBA from Fort Hays State University.

Rowdy O. Whittington, the Company's Plant Integrity Manager, oversees the
Company's system technical compliance standards. Mr. Whittington also manages
the operations of a select number of systems located in Missouri and Colorado.
Mr. Whittington has over 12 years of experience in the cable television
industry.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The executive officers of the Company are the executive officers of CCI and
hold the same offices. None of the directors of the Company receive any
compensation for serving as such in addition to the compensation they receive
from CCI. The following table summarizes the compensation for services rendered
which CCI paid to the Chief Executive Officer and President as to whom the total
annual compensation exceeded $100,000 in 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
---------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION(2)
--------------------------- -------- -------- ---------------
<S> <C> <C> <C>
J. Merritt Belisle
Chairman of the Board and Chief Executive Officer
1997............................................ $200,000 $-- $4,750
Steven E. Seach(3)
President and Chief Financial Officer
1997............................................ 175,000 175,000 4,750
</TABLE>

- ---------------

(1) The executive officers of CCI received restricted stock, options, stock
appreciation rights or other compensation during 1996 or 1997 under the 1996
Stock Restricted Plan. See "-- 1996 Restricted Stock Plan." At December 31,
1997, Messrs. Belisle and Seach held 30,312 shares and 6,678 shares of
restricted stock, respectively. Concurrently with consummation of the
Offerings, Messrs. Belisle and Seach will exchange their existing shares of
restricted stock for new shares of restricted stock with revised vesting
terms and other restrictions. See "-- 1998 Restricted Stock Plan."

(2) Amounts reported as All Other Compensation represent the Company's
contribution under its 401(k) plan.

(3) In 1998, annual base salary for Mr. Seach was increased to $350,000.

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<PAGE> 56

1996 RESTRICTED STOCK PLAN

Certain members of management own restricted stock subject to the terms of
CCI's 1996 Restricted Stock Plan (the "1996 Plan"). Pursuant to the 1996 Plan,
CCI may, from time to time, grant restricted stock to officers and other key
employees of CCI or its subsidiaries upon the terms, conditions and provisions
of the 1996 Plan. Concurrently with the adoption of the 1996 Plan, CCI granted a
total of 51,376 shares of CCI Common Stock as of such date, of which only 14,385
shares are currently outstanding (see "1998 Restricted Stock Plan"). Pursuant to
the granting agreement, such shares of restricted stock were to vest 25.0% per
year over four years. One-half of such shares of restricted stock are subject to
a distribution threshold equal to $100 per share, i.e., the first $100 of
distributions with respect to such shares were to be withheld and distributed
instead to the other holders of CCI Common Stock, and one-fourth of the shares
were subject to a distribution threshold of $192 per share and one-fourth to a
threshold of $300 per share. Together with shares of Restricted Stock issued to
other members of management, all executive officers as a group own 49,621
shares.

Each member of management of CCI holding shares of CCI Common Stock
(collectively, the "Management Stockholders") executed a stockholders agreement
with CCI and its other shareholders dated as of October 15, 1995, as amended
(the "Stockholders Agreement"). The Stockholders Agreement generally provides
CCI with a right of first refusal in the event of proposed sales of CCI Common
Stock owned by the Management Stockholders, and upon any termination of a
Management Stockholder's employment, to repurchase any CCI Common Stock owned by
such Management Stockholder. The Stockholders Agreement contains certain rights
of the Management Stockholders to participate in sales of CCI Common Stock and
certain obligations of the Management Stockholders to sell their CCI Common
Stock in the case of a sale for cash of all outstanding CCI Common Stock.
Finally, the Management Stockholders are required to vote their CCI Common Stock
to elect to the CCI Board of Directors the directors nominated by the other CCI
stockholders under the Stockholders Agreement. The Stockholders Agreement, and
all rights and obligations of the Management Stockholders thereunder described
above, will terminate following an initial public offering of CCI Common Stock
meeting certain criteria.

1998 RESTRICTED STOCK PLAN

CCI has adopted a new Restricted Stock Plan (the "1998 Plan"). The terms of
the 1998 Plan are similar in all material respects to the 1996 Plan. In July
1998, each of Messrs. Seach and Belisle exchanged all of their existing shares
under the 1996 Plan for 242,209 shares of restricted CCI Common Stock pursuant
to the 1998 Plan, each representing approximately 6.8% of CCI Common Stock on a
fully diluted basis. Pursuant to the granting agreement, such shares of
restricted CCI Common Stock are to vest 33.3% per year over three years. All of
such shares of restricted CCI Common Stock are subject to a distribution
threshold equal to $3.77 per share. Together with shares of restricted CCI
Common Stock issued to other members of management, all executive officers as a
group own 499,940 shares of CCI Common Stock or approximately 14%, on a fully
diluted basis.

Each Management Stockholder continues to be subject to the terms of the
Stockholders Agreement.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

J. Merritt Belisle and Steven E. Seach have employment agreements with CCI,
each of which provides for their continued employment with CCI for a continuing
two year period at all times. Belisle and Seach are paid annual salaries of
$200,000 and $350,000 per year, respectively. Each employment agreement provides
that upon termination by CCI without cause, the employee will be entitled to the
pre-payment of all remaining future compensation under the agreement, i.e., two
years base compensation. Each employment agreement also prohibits the employees
from competing with CCI during their term of employment and for a period of two
years thereafter. Pursuant to the employment agreements, each employee is
permitted to engage in other businesses and to acquire and own other business
properties in the telecommunications industry so long as CCI is first provided
the opportunity to acquire or own such businesses and has declined to do so, and
so long as such businesses do not compete with CCI or its subsidiaries. Messrs.
Belisle and Seach also have an agreement with CCI to provide consulting services
for which they will receive an aggregate transaction fee of

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<PAGE> 57

1% of the value of all acquisitions made by the Company and 1% of the increase
of total capitalization of the Company from additional financings (provided that
duplicate fees will not be paid for financings used to consummate acquisitions).
Messrs. Belisle and Seach received transaction fees of $300,000 and $250,000,
respectively, upon consummation of the Financing Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors of CCI as a whole determines the compensation of
CCI's executive officers. J. Merritt Belisle, CCI's Chief Executive Officer, and
Steven E. Seach, CCI's President, as Board members, participate in deliberations
of the Board of Directors with respect to compensation of all executive
officers.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to the consummation of the Financing Plan, CCI and the Company had
outstanding subordinated indebtedness (including accrued interest) in the amount
of approximately $4.4 million to Austin Ventures, L.P., The Texas Growth Fund,
and BT Capital Partners, Inc. and Preferred Stock (including accrued and unpaid
dividends) in the amount of approximately $29.4 million to NationsBanc Capital
Corp. and BT Capital Partners, Inc., each a stockholder of CCI. Approximately
$3.9 million of such indebtedness bore interest at the rate of 15.0% per annum
and the remainder bore interest at the rate of 7.5% per annum. All of such
subordinated indebtedness and Preferred Stock had been incurred or issued to
fund the acquisition of various cable properties of the Company. CCI repaid such
indebtedness and redeemed the Preferred Stock from the holders thereof out of
the proceeds of the Notes. See "Use of Proceeds."

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<PAGE> 58

PRINCIPAL STOCKHOLDERS

All of the outstanding capital stock of the Company is owned by CCI. The
following table sets for the certain information as of August 1, 1998, regarding
the beneficial ownership of CCI's Common Stock by (i) each executive officer and
director of CCI, (ii) each stockholder known by CCI to beneficially own 5.0% or
more of such CCI Common Stock and (iii) all directors and officers as a group.

<TABLE>
<CAPTION>
FULLY-DILUTED PERCENT OF FULLY-
COMMON COMMON DILUTED COMMON
BENEFICIAL OWNER(1) WARRANTS(2) SHARES(3) SHARES STOCK OWNERSHIP(4)
------------------- ----------- --------- ------------- ------------------
<S> <C> <C> <C> <C>
Austin Ventures, L.P.(5)................ -- 735,986 735,985 20.6%
BT Capital Partners, Inc. .............. 30,225 735,986 766,211 21.4
The Texas Growth Fund................... -- 170,563 170,563 4.8
NationsBanc Capital Corp. .............. 152,418 542,995 695,413 19.5
J. Merritt Belisle...................... -- 242,209 242,209 6.8
Steven E. Seach......................... -- 242,209 242,209 6.8
Jeffery C. Garvey(6).................... -- 735,986 735,986 20.6
James J. Kozlowski(7)................... -- 170,563 170,563 4.8
Robert Marakovits(8).................... 30,225 735,986 766,211 21.4
Robert H. Sheridan III(9)............... 152,418 542,995 695,413 19.5
All directors and officers as a group... 182,643 2,669,948 2,852,591 79.9
</TABLE>

- ---------------

(1) The address for Austin Ventures, L.P. and Jeffery C. Garvey is 1300 Norwood
Tower, 114 West 7th Street, Austin, Texas 78701. The address for BT Capital
Partners, Inc. and Robert Marakovits is 130 Liberty Street, 25th Floor, New
York, New York 10006. The address for The Texas Growth Fund and James J.
Kozlowski is 100 Congress Ave., Suite 980, Austin, Texas 78701. The address
for NationsBanc Capital Corp. and Robert H. Sheridan III is 100 North Tryon
Street, Charlotte, North Carolina 28255. The address for J. Merritt Belisle
and Steven E. Seach is 515 Congress Ave., Suite 2626, Austin, Texas 78701.

(2) Warrants are for shares of CCI Common Stock which may be acquired at $.01
per share pursuant to a warrant which is exercisable at any time.

(3) All shares of CCI Common Stock listed are Non-Voting Common Stock, except
shares held by Austin Ventures, L.P. and management, which are Voting Common
Stock.

(4) Assumes exercise of all outstanding warrants.

(5) Austin Ventures, L.P. owns 323,832 shares, Austin Ventures III-A, L.P. owns
223,422 shares and Austin Ventures III-B, L.P. owns 188,733 shares. AV
Partners, L.P. is the general partner of each of these partnerships.

(6) Jeffery C. Garvey is a director of CCI and a general partner of AV Partners,
L.P. Mr. Garvey is not the registered holder of any shares and disclaims the
beneficial ownership of the shares listed above except to the extent of his
indirect interest in the assets of the nominal shareholder, if any.

(7) James J. Kozlowski is a director of CCI and President of TGF Management
Corp., which is the executive director of the Board of Trustees of The Texas
Growth Fund -- 1991 Trust, which is the Trustee of the Texas Growth Fund.
Mr. Kozlowski is not the registered holder of any shares and disclaims the
beneficial ownership of the shares listed above except to the extent of his
indirect interest in the assets of the nominal shareholder, if any.

(8) Robert Marakovits is a managing director of BT Capital Partners, Inc. Mr.
Marakovits is not the registered holder of any shares and disclaims the
beneficial ownership of the shares listed above except to the extent of his
indirect interest in the assets of the nominal shareholder, if any.

(9) Robert H. Sheridan III is a director of CCI and managing director of
NationsBank Capital Investors. Mr. Sheridan is not the registered holder of
any shares and disclaims the beneficial ownership of the shares listed above
except to the extent of his indirect interest in the assets of the nominal
shareholder, if any.

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<PAGE> 59

CREDIT ARRANGEMENTS OF THE COMPANY

The Company is a party to a Senior Credit Agreement effective July 29, 1998
with a group of banks and other financial institutions led by Union Bank and
Goldman Sachs Credit Partners, L.P., as Co-Agents. The following is a summary of
certain provisions in the Senior Credit Agreement. However, this summary does
not purport to be complete and is subject to, and is qualified in its entirety
by, the terms of the Senior Credit Agreement.

The Senior Credit Agreement provides for revolving credit loans of $50
million and term loans of $75 million, or an aggregate of $125 million. The
revolving portion of the Senior Credit Agreement has a term of 8.5 years with
reductions in the commitment commencing 2.5 years after closing. The term
portion has a maturity of 9.25 years with reductions in commitment commencing
1.5 years after closing. In addition, the Company is required to prepay the
Senior Credit Agreement in part upon the occurrence happening of certain events,
such as a sale of assets, the incurrence of certain additional indebtedness, the
receipt of insurance proceeds and the generation of excess cash flow.

The Company's obligations under the Senior Credit Agreement are guaranteed
by each direct and indirect subsidiary of the Company and secured by (i)
substantially all the tangible and intangible assets of the Company and all of
its direct and indirect subsidiaries, and (ii) a pledge of all of the capital
stock of the Company and of all of the direct and indirect subsidiaries of the
Company.

The Senior Credit Agreement contains a number of covenants that, among
other things, may restrict the ability of the Company and its respective
subsidiaries to dispose of assets, incur additional indebtedness, incur guaranty
obligations, pay dividends or make capital distributions, create liens on
assets, make investments, make acquisitions, engage in mergers or
consolidations, engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities. In addition, the Senior Credit
Agreement requires compliance with certain financial covenants. Management does
not expect that such covenants will materially impact the ability of the Company
and its subsidiaries to operate their respective businesses.

The Senior Credit Agreement contains customary events of default, including
the failure to pay principal when due or any interest or other amount that
becomes due within a period of time after the due date thereof, any
representation or warranty being made by the Company that is incorrect in any
material respect on or as of the date made, a default in the performance of any
negative covenants or a default in the performance of certain other covenants or
agreements for a specified period, default in certain other indebtedness,
certain insolvency events, certain change of control events and a default under
the Indenture.

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<PAGE> 60

THE EXCHANGE OFFER

PURPOSE AND EFFECT

The Old Notes were sold by the Company on July 29, 1998, in a transaction
exempt from registration under the Securities Act pursuant to Rule 144A under
the Securities Act. In connection with that placement, the Company entered into
the Registration Rights Agreement, which requires that the Company file the
Registration Statement under the Securities Act with respect to the New Notes
and, upon the effectiveness of that Registration Statement, offer to the holders
of the Old Notes the opportunity to exchange their Old Notes for a like
principal amount of New Notes, which will be issued without a restrictive legend
and which generally may be reoffered and resold by the holder without
registration under the Securities Act. The Registration Rights Agreement further
provides that the Company must use its best efforts to (i) cause the
Registration Statement with respect to the Exchange Offer to be declared
effective on or before November 26, 1998 and (ii) consummate the Exchange Offer
on or before December 28, 1998. Except as provided below, upon the completion of
the Exchange Offer, the Company's obligations with respect to the registration
of the Old Notes and the New Notes will terminate. A copy of the Registration
Rights Agreement has been filed as an exhibit to the Registration Statement of
which this Prospectus is a part and the summary herein of certain provisions
thereof does not purport to be complete and is qualified in its entirety by
reference thereto. As a result of the filing and the effectiveness of the
Registration Statement and completion of the Exchange Offer, certain interest
rate increases on the Notes provided for in the Registration Rights Agreement
will not become payable by the Company. Following the completion of the Exchange
Offer (except as set forth in the paragraph immediately below), holders of Old
Notes not tendered will not have any further registration rights and those Old
Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market of the Old Notes could be adversely
affected upon completion of the Exchange Offer.

In order to participate in the Exchange Offer, a holder must represent to
the Company, among other things, that (i) the New Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving the New Notes, (ii) neither the holder nor any such other
person is engaging in or intends to engage in a distribution of the New Notes,
(iii) neither the holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution of the New
Notes and (iv) neither the holder nor any such other person is an "affiliate,"
as defined under Rule 405 promulgated under the Securities Act, of the Company.
Pursuant to the Registration Rights Agreement, the Company is required to file a
"shelf" registration statement for a continuous offering pursuant to Rule 415
under the Securities Act in respect of the Old Notes if (i) because of any
change in law or applicable interpretations of the staff of the Commission, the
Company is not permitted to effect the Exchange Offer, (ii) the Exchange Offer
is not consummated within 150 days of the Offering or the Registration Statement
related to this Exchange Offer is not declared effective within 120 days of the
Offering, (iii) any of the Initial Purchasers requests, (iv) any applicable law
or interpretations do not permit any holder of Old Notes to participate in the
Exchange Offer, (v) any holder of Old Notes participates in the Exchange Offer
and does not receive freely transferrable New Notes in exchange for Old Notes or
(vi) the Company so elects. In the event that the Company is obligated to file a
"shelf" registration statement, it will be required to keep such "shelf"
registration statement effective for at least three years. Other than as set
forth in this paragraph, no holder will have the right to participate in the
"shelf" registration statement nor otherwise to require that the Company
register such holder's shares of Old Notes under the Securities Act. See
"-- Procedures for Tendering."

Based on an interpretation by the Commission's staff set forth in no-action
letters issued to third-parties unrelated to the Company, the Company believes
that, with the exceptions set forth below, New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by any person receiving such New Notes, whether or not
such person is the registered holder (other than any such holder or such other
person that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that the New
Notes are acquired in the ordinary course of business of the holder or such
other person and neither the holder nor such other person has an arrangement or

57
<PAGE> 61

understanding with any person to participate in the distribution of such New
Notes. Any holder who tenders in the Exchange Offer for the purpose of
participating in a distribution of the New Notes cannot rely on this
interpretation by the Commission's staff and must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction. Each broker-dealer that receives New Notes for its
own account in exchange for Old Notes, where the Old Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Notes. See "Plan of Distribution."

CONSEQUENCES OF FAILURE TO EXCHANGE

Following the completion of the Exchange Offer (except as set forth in the
second paragraph under "Exchange Offer -- Purpose and Effect"), holders of Old
Notes not tendered will not have any further registration rights and those Old
Notes will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for a holder's Old Notes could be
adversely affected upon completion of the Exchange Offer if the holder does not
participate in the Exchange Offer.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Old Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
the Expiration Date. The Company will issue $1,000 principal amount of New Notes
in exchange for each $1,000 principal amount of outstanding Old Notes accepted
in the Exchange Offer. Holders may tender some or all of their Old Notes
pursuant to the Exchange Offer. However, Old Notes may be tendered only in
integral multiples of $1,000 in principal amount.

The form and terms of the New Notes are substantially the same as the form
and terms of the Old Notes except that the New Notes have been registered under
the Securities Act and will not bear legends restricting their transfer. The New
Notes will evidence the same debt as the Old Notes and will be issued pursuant
to, and entitled to the benefits of, the Indenture pursuant to which the Old
Notes were issued.

As of July 31, 1998, the Old Notes representing $125,000,000 aggregate
principal amount were outstanding and there was one registered holder, a nominee
of DTC. This Prospectus, together with the Letter of Transmittal, is being sent
to such registered Holder and to others believed to have beneficial interests in
the Old Notes. The Company intends to conduct the Exchange Offer in accordance
with the applicable requirements of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder.

The Company shall be deemed to have accepted validly tendered Old Notes
when, as, and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
for the purpose of receiving the New Notes from the Company. If any tendered Old
Notes are not accepted for exchange because of an invalid tender, the occurrence
of certain other events set forth herein or otherwise, certificates for any such
unaccepted Old Notes will be returned, without expense, to the tendering holder
thereof as promptly as practicable after the Expiration Date.

Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the Exchange Offer. The Company will pay all charges and expenses,
other than certain applicable taxes, in connection with the Exchange Offer. See
"The Exchange Offer -- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
, 1998, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended. In order to extend the
Exchange Offer, the Company will issue a notice of any extension by press
release or other public announcement prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. The

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<PAGE> 62

Company reserves the right, in its sole discretion, (i) to delay accepting any
Old Notes, to extend the Exchange Offer or, if any of the conditions set forth
under "The Exchange Offer -- Conditions to the Exchange Offer" shall not have
been satisfied, to terminate the Exchange Offer, by giving oral or written
notice of such delay, extension or termination to the Exchange Agent, or (ii) to
amend the terms of the Exchange Offer in any manner.

PROCEDURES FOR TENDERING

Only a holder of Old Notes may tender the Old Notes in the Exchange Offer.
Except as set forth under "The Exchange Offer -- Book Entry Transfer," to tender
in the Exchange Offer a holder must complete, sign, and date the Letter of
Transmittal, or a copy thereof, have the signatures thereon guaranteed if
required by the Letter of Transmittal, and mail or otherwise deliver the Letter
of Transmittal or copy to the Exchange Agent prior to the Expiration Date. In
addition, either (i) certificates for such Old Notes must be received by the
Exchange Agent along with the Letter of Transmittal, prior to the Expiration
Date or (ii) a timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of such Old Notes, if that procedure is available, into the
Exchange Agent's account at DTC (the "Book-Entry Transfer Facility") pursuant to
the procedure for book-entry transfer described below, must be received by the
Exchange Agent prior to the Expiration Date, or (iii) the holder must comply
with the guaranteed delivery procedures described below. To be tendered
effectively, the Letter of Transmittal and other required documents must be
received by the Exchange Agent at the address set forth under "The Exchange
Offer -- Exchange Agent" prior to the Expiration Date.

The tender by a holder that is not withdrawn before the Expiration Date
will constitute an agreement between that holder and the Company in accordance
with the terms and subject to the conditions set forth herein and in the Letter
of Transmittal.

THE METHOD OF DELIVERY OF OLD NOTES AND THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, OR
NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDERS.

Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company, or other nominee and who wishes
to tender should contact the registered holder promptly and instruct the
registered holder to tender on the beneficial owner's behalf. If the beneficial
owner wishes to tender on the owner's own behalf, the owner must, prior to
completing and executing the Letter of Transmittal and delivering the owner's
Old Notes, either make appropriate arrangements to register ownership of the Old
Notes in the beneficial owner's name or obtain a properly completed bond power
from the registered holder. The transfer of registered ownership may take
considerable time.

Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless Old Notes tendered pursuant thereto are tendered (i) by a registered
holder who has not completed the box entitled "Special Registration Instruction"
or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution. If signatures on a Letter of Transmittal or
a notice of withdrawal, as the case may be, are required to be guaranteed, the
guarantee must be by any eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program, the Stock Exchange Medallion
Program, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (an "Eligible Institution").

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<PAGE> 63

If the Letter of Transmittal is signed by a person other than the
registered holder of any Old Notes listed therein, the Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by the
registered holder as that registered holder's name appears on the Old Notes.

If the Letter of Transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and evidence satisfactory to the
Company of their authority to so act must be submitted with the Letter of
Transmittal unless waived by the Company.

All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Old Notes will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any defects, irregularities, or conditions of tender
as to particular Old Notes. The Company's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in the Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Old Notes must be cured
within such time as the Company shall determine. Although the Company intends to
notify holders of defects or irregularities with respect to tenders of Old
Notes, neither the Company, the Exchange Agent, nor any other person shall incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Old Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned by the Exchange Agent to the tendering holders,
unless otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.

In addition, the Company reserves the right in its sole discretion to
purchase or make offers for any Old Notes that remain outstanding after the
Expiration Date or, as set forth under "The Exchange Offer -- Conditions to the
Exchange Offer," to terminate the Exchange Offer and, to the extent permitted by
applicable law, purchase Old Notes in the open market, in privately negotiated
transactions, or otherwise. The terms of any such purchases or offers could
differ from the terms of the Exchange Offer.

By tendering, each holder will represent to the Company that, among other
things, (i) the New Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the registered holder, (ii) neither the
holder nor any such other person is engaging in or intends to engage in a
distribution of such New Notes, (iii) neither the holder nor any such other
person has an arrangement or understanding with any person to participate in the
distribution of such New Notes, and (iv) neither the holder nor any such other
person is an "affiliate," as defined under Rule 405 of the Securities Act, of
the Company.

In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of certificates for such Old Notes or a timely Book-Entry
Confirmation of such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal (or, with respect to the DTC and its participants, electronic
instructions in which the tendering holder acknowledges its receipt of and
agreement to be bound by the Letter of Transmittal), and all other required
documents. If any tendered Old Notes are not accepted for any reason set forth
in the terms and conditions of the Exchange Offer or if Old Notes are submitted
for a greater principal amount than the holder desires to exchange, such
unaccepted or non-exchanged Old Notes will be returned without expense to the
tendering Holder thereof (or, in the case of Old Notes tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility
pursuant to the book-entry transfer procedures described below, such
nonexchanged old Notes will be credited to an account maintained with such
Book-Entry Transfer Facility) as promptly as practicable after the expiration or
termination of the Exchange Offer.

Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes, where the Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading
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<PAGE> 64

activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Notes. See "Plan of Distribution."

BOOK-ENTRY TRANSFER

The Exchange Agent will make a request to establish an account with respect
to the Old Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of Old Notes being tendered by
causing the Book-Entry Transfer Facility to transfer such Old Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility in accordance with
such Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Old Notes may be effected through book-entry transfer at the
Book-Entry Transfer Facility, the Letter of Transmittal or copy thereof, with
any required signature guarantees and any other required documents, must, in any
case other than as set forth in the following paragraph, be transmitted to and
received by the Exchange Agent at the address set forth under "The Exchange
Offer -- Exchange Agent" on or prior to the Expiration Date or the guaranteed
delivery procedures described below must be complied with.

DTC's Automated Tender Offer Program ("ATOP") is the only method of
processing exchange offers through DTC. To accept the Exchange Offer through
ATOP, participants in DTC must send electronic instructions to DTC through DTC's
communication system in lieu of sending a signed, hard copy Letter of
Transmittal. DTC is obligated to communicate those electronic instructions to
the Exchange Agent. To tender Old Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
contain the character by which the participant acknowledges its receipt of and
agrees to be bound by the Letter of Transmittal.

GUARANTEED DELIVERY PROCEDURES

If a registered holder of the Old Notes desires to tender such Old Notes
and the Old Notes are not immediately available, or time will not permit such
holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if (i) the tender is made
through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange
Agent received from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes and the amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Notes, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, and all other documents
required by the Letter of Transmittal, are received by the Exchange Agent within
three NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.

WITHDRAWAL RIGHTS

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written or
(for DTC participants) electronic ATOP transmission notice of withdrawal must be
received by the Exchange Agent at its address set forth on the back cover page
of this Prospectus prior to 5:00 p.m., New York City time, on the Expiration
Date. Any such notice of withdrawal must (i) specify the name of the person
having deposited the Old Notes to be withdrawn (the "Depositor"), (ii) identify
the Old Notes to be withdrawn (including the certificate number or numbers and
principal amount of such Old Notes), (iii) be signed by the holder in the same
manner as the

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<PAGE> 65

original signature on the Letter of Transmittal by which such Old Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the Trustee register the transfer of
such Old Notes into the name of the person withdrawing the tender, and (iv)
specify the name in which any such Old Notes are to be registered, if different
from that of the Depositor. All questions as to the validity, form, and
eligibility (including time of receipt) of such notices will be determined by
the Company, whose determination shall be final and binding on all parties. Any
Old Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Old Notes that have been
tendered for exchange but that are not exchanged for any reason will be returned
to the holder thereof without cost to such holder as soon as practicable after
withdrawal, rejection of tender, or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following one of the procedures under
"The Exchange Offer -- Procedures for Tendering" at any time on or prior to the
Expiration Date.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provision of the Exchange Offer, the Company
shall not be required to accept for exchange, or to issue New Notes in exchange
for, any Old Notes and may terminate or amend the Exchange Offer if at any time
before the acceptance of such Old Notes for exchange or the exchange of the New
Notes for such Old Notes, the Company determines that the Exchange Offer
violates applicable law, any applicable interpretation of the staff of the
Commission or any order of any governmental agency or court of competent
jurisdiction.

The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition or may be waived by the Company in whole or in part at any time and
from time to time in its sole discretion. The failure by the Company at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right that may be asserted
at any time and from time to time.

In addition, the Company will not accept for exchange any Old Notes
tendered, and no New Notes will be issued in exchange for any such Old Notes, if
at such time any stop order shall be threatened or in effect with respect to the
Registration Statement of which this Prospectus constitutes a part or the
qualification of the Indenture under the Trust Indenture Act of 1939, as amended
(the "TIA"). In any such event the Company is required to use every reasonable
effort to obtain the withdrawal of any stop order at the earliest possible time.

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<PAGE> 66

EXCHANGE AGENT

All executed letters of Transmittal should be directed to the Exchange
Agent. Chase Bank of Texas, National Association has been appointed as Exchange
Agent for the Exchange Offer. Questions, requests for assistance and requests
for additional copies of this Prospectus or of the Letter of Transmittal should
be directed to the Exchange Agent addressed as follows:

Deliver to:
Chase Bank of Texas, National Association, EXCHANGE AGENT

<TABLE>
<S> <C> <C>
By Registered or Certified By Overnight Courier: By Hand Delivery:
Mail:
600 Travis, Suite 1150 600 Travis, Suite 1150 600 Travis, Suite 1150
Houston, Texas 77002 Houston, Texas 77002 Houston, Texas 77002
Attention: Mauri J. Cowen Attention: Mauri J. Cowen Attention: Mauri J. Cowen
</TABLE>

Facsimile Transmission Number:
713/216-5476
---------------------

Confirm Receipt of Facsimile by Telephone:
713/216-6686
---------------------

(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand, or by overnight delivery service.)

FEES AND EXPENSES

The Company will not make any payments to brokers, dealers, or others
soliciting acceptances of the Exchange Offer. The principal solicitation is
being made by mail; however, additional solicitations may be made in person or
by telephone by officers and employees of the Company.

The estimated cash expenses to be incurred in connection with the Exchange
Offer will be paid by the Company and are estimated in the aggregate to be
$210,000, which includes fees and expenses of the Exchange Agent, accounting,
legal, printing, and related fees and expenses.

TRANSFER TAXES

Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith, except that holders who instruct
the Company to register New Notes in the name of, or request that Old Notes not
tendered or not accepted in the Exchange Offer be returned to, a person other
than the registered tendering holder will be responsible for the payment of any
applicable transfer tax thereon.

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<PAGE> 67

DESCRIPTION OF THE NEW NOTES

GENERAL

The New Notes will be issued under the Indenture (the "Indenture") dated as
of July 29, 1998, among the Company, the Subsidiary Guarantors and Chase Bank of
Texas, National Association, as Trustee (the "Trustee"). The following
statements are subject to the detailed provisions of the Indenture and are
qualified in their entirety by reference to the Indenture, including the terms
made a part thereof by the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). Capitalized terms used herein which are not otherwise defined
shall have the meaning assigned to them in the Indenture.

PRINCIPAL, MATURITY AND INTEREST

The New Notes will be issued in an aggregate principal amount of $125
million and will mature on August 1, 2008. Interest on the New Notes will accrue
at the rate per annum shown on the front cover of this Prospectus from July 29,
1998, or from the most recent date on which interest has been paid or provided
for, payable semi-annually to holders of record at the close of business on the
January 15 or July 15 (whether or not such day is a business day) immediately
preceding the interest payment date on February 1 and August 1 of each year
commencing February 1, 1999. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

Principal of, premium, if any, and interest on the Notes will be payable,
and the Notes may be exchanged or transferred, at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City of New
York (which initially shall be the corporate trust office of the Trustee at
Chase Manhattan Bank, 55 Water Street, Room 234, New York, New York 10041),
except that, at the option of the Company, payment of interest, if any, may be
made by check mailed to the registered holders of the Notes at their registered
addresses.

The New Notes will be issued only in fully registered form without coupons,
in denominations of $1,000 and any integral multiple thereof. No service charge
will be made for any registration of transfer, exchange or redemption of Notes,
except in certain circumstances for any tax or other governmental charge that
may be imposed in connection therewith.

GUARANTEES

Payment of the Notes is guaranteed by the Subsidiary Guarantors jointly and
severally, fully and unconditionally, on a senior subordinated basis. The
Subsidiary Guarantors are comprised of all of the direct and indirect
Subsidiaries of the Company. In addition, if any Restricted Subsidiary of the
Company becomes a guarantor or obligor in respect of any other Indebtedness of
the Company or any of the Restricted Subsidiaries, the Company shall cause such
Restricted Subsidiary to enter into a supplemental indenture pursuant to which
such Restricted Subsidiary shall agree to guarantee the Company's obligations
under the Notes. If the Company defaults in payment of the principal of,
premium, if any, or interest on the Notes, each of the Subsidiary Guarantors
will be unconditionally, jointly and severally obligated to duly and punctually
pay the same.

The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
are limited to the maximum amount which, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor, and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations under the Indenture, will result in the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under Federal or state law. Each
Subsidiary Guarantor that makes a payment or distribution under its Subsidiary
Guarantee shall be entitled to a contribution from any other Subsidiary
Guarantor in a pro rata amount based on the net assets of each Subsidiary
Guarantor determined in accordance with GAAP.

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<PAGE> 68

Notwithstanding the foregoing, in certain circumstances a Subsidiary
Guarantee of a Subsidiary Guarantor may be released. The Company also may, at
any time, cause a Restricted Subsidiary to become a Subsidiary Guarantor by
executing and delivering a supplemental indenture providing for the guarantee of
payment of the Notes by such Restricted Subsidiary on the basis provided in the
Indenture.

RANKING

The New Notes will be unsecured, senior subordinated obligations of the
Company. The Notes will be subordinated in right of payment to all existing and
future Senior Indebtedness and will rank pari passu in right of payment with all
existing and future unsecured senior subordinated Indebtedness of the Company.

Upon the occurrence and during the continuance of any default in the
payment of principal of, premium, if any, or interest on any Senior
Indebtedness, beyond any applicable grace period with respect thereto (a
"Payment Default"), no payment or distribution of any assets of the Company of
any kind or character may be made on account of the Securities unless and until
such Payment Default has been cured, waived or has ceased to exist or such
Senior Indebtedness shall have been discharged or paid in full in cash, or the
benefits of this sentence shall have been waived in writing by or on behalf of
the holders of such Senior Indebtedness.

Upon the occurrence and during the continuance of any default (other than a
payment default) with respect to any Designated Senior Indebtedness pursuant to
which the maturity thereof may be accelerated (a "Non-payment Default") and
after the receipt by the Trustee and the Company from a Senior Representative of
written notice of such Non-Payment Default, no payment (other than payments
previously made pursuant to the provisions described under "-- Defeasance or
Covenant Defeasance of Indenture") or distribution of any assets of the Company
of any kind or character (other than common stock or securities convertible into
common stock and other than Indebtedness which is subordinated to the Designated
Senior Indebtedness at least to the same extent the Notes are subordinated to
such Designated Senior Indebtedness) may be made by the Company on account of
the principal of, premium, if any, or interest on, the Notes or on account of
the purchase, redemption, defeasance or other acquisition of, or in respect of,
the Notes for the period specified below (the "Payment Blockage Period").

The Payment Blockage Period shall commence upon the receipt of notice of
the Non-payment Default by the Trustee and the Company from a Senior
Representative and shall end on the earliest of (i) the 179th day after such
commencement, (ii) the date on which such Non-payment Default (and all other
Non-payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) is cured, waived or ceases to exist or on which such
Designated Senior Indebtedness is discharged or paid in full in cash or (iii)
the date on which such Payment Blockage Period (and all Non-payment Defaults as
to which notice is given after such Payment Blockage Period is initiated) shall
have been terminated by written notice to the Company or the Trustee from the
Senior Representative initiating such Payment Blockage Period, after which, in
the case of clauses (i), (ii) and (iii), the Company will promptly resume making
any and all required payments in respect of the Notes, including any missed
payments. In no event will a Payment Blockage Period extend beyond 179 days from
the date of the receipt by the Company or the Trustee of the notice initiating
such Payment Blockage Period (such 179-day period referred to as the "Initial
Period"). Any number of notices of Non-payment Defaults may be given during the
Initial Period; provided that during any period of 365 consecutive days only one
Payment Blockage Period, during which payment of principal of, or interest on,
the Notes may not be made, may commence and the duration of such period may not
exceed 179 days. No Non-payment Default with respect to Designated Senior
Indebtedness that existed or was continuing on the date of the commencement of
any Payment Blockage Period will be, or can be, made the basis for the
commencement of a second Payment Blockage Period, whether or not within a period
of 365 consecutive days, unless such default has been cured or waived for a
period of not less than 90 consecutive days.

If the Company fails to make any payment on the Notes when due or within
any applicable grace period, whether or not on account of the payment blockage
provisions referred to above, such failure would constitute an Event of Default
under the Indenture and would enable the holders of the Notes to accelerate the
maturity thereof. See "-- Events of Default."

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<PAGE> 69

The Indenture provides that in the event of any insolvency or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith, relative to the Company or
its assets, or any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary, or whether or not involving insolvency or
bankruptcy, or any assignment for the benefit of creditors or other marshaling
of assets or liabilities of the Company, all Senior Indebtedness must be paid in
full before any payment or distribution (excluding distributions of certain
permitted equity interests or subordinated securities) is made on account of the
principal of, premium, if any, or interest on the Notes or on account of the
purchase, redemption, defeasance or other acquisition of or in respect of the
Notes (other than payments previously made pursuant to the provisions described
under "-- Defeasance or Covenant Defeasance").

By reason of such subordination, in the event of liquidation or insolvency,
creditors of the Company who are holders of Senior Indebtedness may recover
more, ratably, than the holders of the Notes, and funds which would be otherwise
payable to the holders of the Notes will be paid to the holders of the Senior
Indebtedness to the extent necessary to pay the Senior Indebtedness in full and
the Company may be unable to meet its obligations fully with respect to the
Notes.

Each Subsidiary Guarantee of a Subsidiary Guarantor will be an unsecured
senior subordinated obligation of such Subsidiary Guarantor, ranking pari passu
with, or senior in right of payment to, all other existing and future
Indebtedness of such Subsidiary Guarantor that is expressly subordinated to
Senior Guarantor Indebtedness. The Indebtedness evidenced by the Subsidiary
Guarantees will be subordinated to Senior Guarantor Indebtedness to
substantially the same extent as the Notes are subordinated to Senior
Indebtedness and during any period when payment on the Notes is blocked by
Designated Senior Indebtedness, payment on the Subsidiary Guarantees is
similarly blocked.

The Indenture limits, but does not prohibit, the incurrence by the Company
and its Subsidiaries of additional Indebtedness, and the Indenture prohibits the
incurrence by the Company of Indebtedness that is subordinated in right of
payment to any Senior Indebtedness of the Company and senior in right of payment
to the Notes.

At June 30, 1998, on a pro forma basis after giving effect to the Financing
Plan, the Company would have had $220.8 million of Indebtedness outstanding,
$95.8 million of which represented Senior Indebtedness. Although the Indenture
contains limitations on the amount of additional Indebtedness which the Company
may Incur, under certain circumstances the amount of such Indebtedness could be
substantial and, in any case, such Indebtedness may be Senior Indebtedness. See
"-- Certain Covenants -- Limitation on Indebtedness."

OPTIONAL REDEMPTION

The Notes will be redeemable, in whole or in part, at any time on or after
August 1, 2003, at the option of the Company, on not less than 30 and not more
than 60 days' notice prior to the redemption date by first class mail to each
holder of Notes at the following redemption prices (expressed as percentages of
the principal amount), if redeemed during the twelve-month period beginning with
August 1 of the year indicated below, in each case together with accrued and
unpaid interest, if any, thereon to the date of redemption:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
2003...................................................... 104.94%
2004...................................................... 103.29
2005...................................................... 101.65
2006 and thereafter....................................... 100.00
</TABLE>

In addition, at any time and from time to time, on or prior to August 1,
2001, the Company may redeem up to 35% of the original principal amount of the
Notes with the Net Cash Proceeds of one or more Equity Offerings of CCI or the
Company or of a Strategic Equity Investment, at a redemption price in cash equal
to 109.875% of the principal to be redeemed plus accrued and unpaid interest, if
any, to the date of redemption;

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<PAGE> 70

provided that at least 65% of the original principal amount of Notes remains
outstanding immediately after each such redemption. Any such redemption will be
required to occur within 45 days following the closing of any such Equity
Offering or Strategic Equity Investment.

Upon the occurrence of a Change of Control, the Company may redeem the
Notes in cash, in whole but not in part, at a redemption price equal to the
principal amount thereof plus accrued and unpaid interest to the date of
redemption plus the Applicable Premium. Notice of redemption of the Notes
pursuant to this paragraph shall be mailed to holders of the Notes not more than
30 days following the occurrence of a Change of Control. The Company may not
redeem Notes pursuant to this paragraph if it has made a Change of Control Offer
with respect to such Change of Control.

If fewer than all the Notes are to be redeemed, the Trustee will select the
Notes to be redeemed, if the Notes are listed on a national securities exchange,
in accordance with the rules of such exchange or, if the Notes are not so
listed, on a pro rata basis or by lot or by such other method that the Trustee
deems to be fair and equitable to holders. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion
of the principal amount thereof to be redeemed and a new Note or Notes in
principal amount equal to the unredeemed principal portion thereof will be
issued; provided, that no Notes of a principal amount of $1,000 or less shall be
redeemed in part. On and after the redemption date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the Company
shall have deposited with the Paying Agent for the Notes funds in satisfaction
of the applicable redemption price pursuant to the Indenture.

REPURCHASE AT THE OPTION OF HOLDERS

Change of Control

The Indenture provides that upon the occurrence of a Change of Control,
each holder of Notes shall have the right to require the Company to repurchase
all or any part of such holder's Notes pursuant to an offer described below (the
"Change of Control Offer") at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, thereon to the date of
repurchase (the "Change of Control Payment").

A "Change of Control" means the occurrence of any of the following events:
(i) any Person (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), other than one or more Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have "beneficial ownership" of all
shares that any such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening of
an event or otherwise), directly or indirectly, of more than 35% of the total
voting power of the then outstanding Voting Equity Interest of CCI; (ii) CCI or
the Company consolidates with, or merges with or into, another Person (other
than a Wholly Owned Restricted Subsidiary) or the Company or any its
Subsidiaries sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of the assets of the Company and its Subsidiaries
(determined on a consolidated basis) to any Person (other than the Company or
any Wholly Owned Restricted Subsidiary); (iii) CCI or the Company is liquidated
or dissolved or adopts a plan of liquidation or dissolution (whether or not
otherwise in compliance with the provisions of the Indenture); (iv) a majority
of the members of the Board of Directors of CCI or the Company shall consist of
Persons who are not Continuing Members; or (v) CCI ceases to own 100% of the
issued and outstanding Equity Interest in the Company.

Within 30 days of the occurrence of a Change of Control, the Company shall
send by first-class mail, postage prepaid, to the Trustee and to each holder of
the Notes, at the address appearing in the register of Notes maintained by the
Registrar, a notice stating: (i) that the Change of Control Offer is being made
pursuant to this covenant and that all Notes tendered will be accepted for
payment; (2) the purchase price and the purchase date, which shall be a business
day no earlier than 30 days nor later than 60 days from the date such notice is
mailed (the "Change of Control Payment Date"); (3) that any Note not tendered
will continue to accrue interest; (4) that, unless the Company defaults in the
payment of the Change of Control Payment,

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any Notes accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Payment Date; (5) that
holders accepting the offer to have their Notes purchased pursuant to a Change
of Control Offer will be required to surrender the Notes to the Paying Agent at
the address specified in the notice prior to the close of business on the
business day preceding the Change of Control Payment Date; (6) that holders will
be entitled to withdraw their acceptance if the Paying Agent receives, not later
than the close of business on the third Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the holder, the principal amount of the Notes
delivered for purchase, and a statement that such holder is withdrawing its
election to have such Notes purchased; (7) that holders whose Notes are being
purchased only in part will be issued Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, provided that each Note purchased
and each such New Note issued shall be in an original principal amount in
denominations of $1,000 and integral multiples thereof; (8) any other procedures
that a holder must follow to accept a Change of Control Offer or effect
withdrawal of such acceptance; and (9) the name and address of the Paying Agent.

On the Change of Control Payment Date, the Company shall, to the extent
lawful (i) accept for payment Notes or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to
pay the purchase price of all Notes or portions thereof so tendered and (iii)
deliver or cause to be delivered to the Trustee Notes so accepted together with
an Officers' Certificate stating the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly mail to each holder of Notes so
accepted payment in an amount equal to the purchase price for such Notes, and
the Company shall execute and issue, and the Trustee shall promptly authenticate
and mail to such holder, a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered; provided that each such new Note shall be
issued in an original principal amount in denominations of $1,000 and integral
multiples thereof. The Company will send to the Trustee and the holders of Notes
on or as soon as practicable after the Change of Control Payment Date a notice
setting forth the results of the Change of Control Offer.

The Company will not be required to make a Change of Control Offer if a
third party makes the Change of Control Offer in the manner, at the time and
otherwise in compliance with the requirements set forth in the Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes or portions thereof validly tendered and not withdrawn under such Change
of Control Offer.

The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Notes pursuant to this covenant.

The definition of Change of Control includes a phrase relating to the sale,
assignment, conveyance, transfer, lease or other disposition of "all or
substantially all" of the assets of the Company and its Subsidiaries. Although
there is a developing body of case law interpreting the phrase "substantially
all," there is not a precise or established definition of the phrase under
applicable law. Accordingly, the ability of a holder of the Notes to require the
Company to repurchase such Notes as a result of a sale, assignment, conveyance,
transfer, lease or other disposition of less than all of the assets of the
Company and its Subsidiaries to another Person or group may be uncertain.

If a Change of Control Offer is made, there can be no assurance that the
Company will have available funds sufficient to pay the Change of Control
Payment for all of the Notes that might be delivered by holders of the Notes
seeking to accept the Change of Control Offer. The failure of the Company to
make or consummate the Change of Control Offer or pay the Change of Control
Payment when due will give the Trustee and the holders of the Notes the rights
described under "Events of Default."

The existence of a holder's right to require the Company to repurchase such
holder's Notes upon a Change of Control may deter a third party from acquiring
the Company in a transaction which constitutes a Change of Control.

The provisions of the Indenture will not afford holders of the Notes the
right to require the Company to repurchase the Notes in the event of a highly
leveraged transaction or certain transactions with the Company's

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management or its Affiliates, including a reorganization, restructuring, merger
or similar transaction (including, in certain circumstances, an acquisition of
the Company by management or its affiliates) involving the Company that may
adversely affect holders of the Notes, if such transaction is not a transaction
defined as a Change of Control. A transaction involving the Company's management
or its Affiliates, or a transaction involving a recapitalization of the Company,
will result in a Change of Control if it is the type of transaction specified by
such definition.

Asset Sales

The Indenture provides that the Company shall not, and shall not permit any
Restricted Subsidiary to, consummate an Asset Sale unless (i) the Company or
such Restricted Subsidiary, as the case may be, receives consideration at the
time of such sale or other disposition at least equal to the fair market value
thereof, as determined in good faith by the Board of Directors of the Company
and evidenced in a board resolution; and (ii) not less than 75% of the
consideration received by the Company or such Restricted Subsidiary, as the case
may be, is in the form of cash or Cash Equivalents.

Within 365 days after the receipt of any Net Available Cash from an Asset
Sale, the Company or the applicable Restricted Subsidiary may apply such Net
Available Cash to: (A) prepay, repay, redeem or purchase Senior Indebtedness or
Indebtedness of a Subsidiary Guarantor (in each case other than Indebtedness
owed to the Company or an Affiliate of the Company); (B) acquire all or
substantially all of the assets of a Related Business; (C) acquire Voting Stock
of a Related Business from a Person that is not a Subsidiary of the Company;
provided, that, (x) after giving effect thereto, the Company or its Restricted
Subsidiary owns a majority of such Voting Stock and (y) such acquisition is
otherwise made in accordance with the Indenture, including, without limitation,
the "Limitation on Restricted Payments" covenant; or (D) make a capital
expenditure or acquire other long-term assets that are used or useful in a
Related Business. To the extent of the balance of such Net Available Cash after
application in accordance with clauses (A), (B), (C) or (D) ("Excess Proceeds"),
the Company shall make an Offer to Holders of the Notes to purchase Notes and an
offer to holders of Pari Passu Indebtedness to repurchase such Indebtedness
pursuant to and subject to the conditions set forth below.

Notwithstanding the foregoing provisions, the Company and its Restricted
Subsidiaries shall not be required to apply any Net Available Cash in accordance
herewith except to the extent that the aggregate Net Available Cash from all
Asset Sales which are not applied in accordance with this covenant exceeds $10
million. Pending application of Net Available Cash pursuant to this covenant,
such Net Available Cash shall be invested in Permitted Investments.

For the purposes of this covenant, the following are deemed to be cash: (x)
the assumption by the transferee of Indebtedness of the Company (other than
Indebtedness that is subordinated to the Notes and other than any Disqualified
Equity Interest of the Company) or Indebtedness of any Restricted Subsidiary
(other than Indebtedness that is subordinated to the Subsidiary Guarantee of
such Restricted Subsidiary and any other Disqualified Equity Interest of such
Restricted Subsidiary) and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Sale; (y) securities received by the Company or any Restricted Subsidiary from
the transferee that are converted by the Company or such Restricted Subsidiary
into cash within 20 days of the applicable Asset Sale (to the extent of the cash
received); and (z) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet) of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any Subsidiary Guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or any such Restricted Subsidiary from
further liability.

When the aggregate amount of Excess Proceeds exceeds $10 million or more,
the Company will apply the Excess Proceeds to the repayment of the Notes and any
other Pari Passu Indebtedness outstanding with similar provisions requiring the
Company to make an offer to purchase such Indebtedness with the proceeds from
any Asset Sale as follows: (A) the Company will make an offer to purchase (an
"Offer") from all holders of the Notes in accordance with the procedures set
forth in the Indenture in the maximum principal

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amount (expressed as a multiple of $1,000) of Notes that may be purchased out of
an amount (the "Note Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the numerator of which is the outstanding principal
amount of the Notes, and the denominator of which is the sum of the outstanding
principal amount of the Notes and such Pari Passu Indebtedness (subject to
proration in the event such amount is less than the aggregate Offered Price (as
defined herein) of all Notes tendered) and (B) to the extent required by such
Pari Passu Indebtedness to permanently reduce the principal amount of such Pari
Passu Indebtedness, the Company will make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount
(the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over
the Note Amount; provided that in no event will the Company be required to make
a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount of
such Pari Passu Indebtedness. The offer price for the Notes will be payable in
cash in an amount equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest, if any, to the date (the "Offer Date") such Offer
is consummated (the "Offered Price"), in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate Offered Price of the
Notes tendered pursuant to the Offer is less than the Note Amount relating
thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in
a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use
any remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes and Pari Passu Indebtedness surrendered by holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis. Upon the completion of the purchase
of all the Notes tendered pursuant to an Offer and the completion of a Pari
Passu Offer, the amount of Net Available Cash, if any shall be reset at zero.

If the Company is required to make an Offer, the Company shall mail, within
30 days following the Reinvestment Date, a notice to the holders of Notes
stating, among other things: (1) that such holders have the right to require the
Company to apply the Excess Proceeds to repurchase such Notes at a purchase
price in cash equal to 100% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase; (2) the purchase date, which
shall be no earlier than 30 days and not later than 60 days from the date such
notice is mailed; (3) the instructions, determined by the Company, that each
holder must follow in order to have such Notes repurchased; and (4) the
calculations used in determining the amount of Excess Proceeds to be applied to
the repurchase of such Notes.

EVENTS OF DEFAULT

An Event of Default is defined in the Indenture as (i) a default in any
payment of interest on any Note when due, continued for 30 days, (ii) a default
in the payment of principal (or premium, if any, on) of any Note when due at its
Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise, (iii) the failure by the Company to comply with its
obligations under "Certain Covenants -- Merger or Sale of Assets," (iv) the
failure by the Company to comply for 30 days after notice with any of its
obligations under the covenants described under "Repurchase at the Option of the
Holders -- Change of Control" or "-- Certain Covenants" (in each case, other
than a failure to purchase Notes), (v) the failure by the Company to comply for
60 days after notice with its other agreements contained in the Indenture, (vi)
the failure by the Company or any Restricted Subsidiary of the Company to pay
any Indebtedness within any applicable grace period after final maturity or the
acceleration of any such Indebtedness by the holders thereof because of a
default if the total amount of such Indebtedness unpaid or accelerated exceeds
$5 million or its foreign currency equivalent (the "cross acceleration
provision"), (vii) failure of any Subsidiary Guarantor to maintain in full force
and effect its Subsidiary Guarantee, (viii) certain events of bankruptcy,
insolvency or reorganization of the Company or any Restricted Subsidiary of the
Company (the "bankruptcy provisions") or (ix) any judgment or decree for the
payment of money in excess of $5 million is rendered against the Company or any
Restricted Subsidiary of the Company and either (A) an enforcement proceeding
has been commenced by any creditor upon such judgment or decree or (B) such
judgment or decree remains

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outstanding for a period of 60 days following such judgment and is not
discharged, waived or stayed within 10 days after notice (the "judgment default
provision").

The Indenture provides that if an Event of Default (other than an Event of
Default resulting from certain events of bankruptcy, insolvency or
reorganization) shall have occurred and be continuing, the Trustee or the
holders of not less than 25% in principal amount of the Notes then outstanding
may declare the principal of all the Notes to be due and payable immediately. In
case an Event of Default resulting from certain events of bankruptcy, insolvency
or reorganization shall occur, such amount with respect to all of the Notes
shall be due and payable immediately without any declaration or other act on the
part of the Trustee or the holders of the Notes.

After a declaration of acceleration, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the holders of a
majority in aggregate principal amount of Notes outstanding by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes
then outstanding, (iii) the principal of and premium, if any, on any Notes then
outstanding which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Notes and (iv) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate borne by the Notes; (b) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction; and (c) all Events of
Default, other than the non-declaration of acceleration, have been cured or
waived as provided in the Indenture. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

The holders of not less than a majority in aggregate principal amount of
the Notes outstanding may on behalf of the holders of all outstanding Notes
waive any past default under the Indenture and its consequences, except a
default (i) in the payment of the principal of, premium, if any, or interest on
any Note (which may only be waived with the consent of each holder of Notes
effected) or (ii) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each Note affected by such modification or amendment.

No holder of any of the Notes has any right to institute any proceedings
with respect to the Indenture or any remedy thereunder, unless the holders of at
least 25% in aggregate principal amount of the outstanding Notes have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as Trustee under the Notes and the Indenture, the Trustee has
failed to institute such proceeding within 15 days after receipt of such notice
and the Trustee, within such 15-day period, has not received directions
inconsistent with such written request by holders of a majority in aggregate
principal amount of the outstanding Notes. Such limitations do not, however,
apply to a suit instituted by a holder of a Note for the enforcement of the
payment of the principal of, premium, if any, or interest on such Note on or
after the respective due dates expressed in such Note.

The Company is required to notify the Trustee within five business days of
the occurrence of any Default. The Company is required to deliver to the
Trustee, on or before a date not more than 60 days after the end of each fiscal
quarter and not more than 120 days after the end of each fiscal year, a written
statement as to compliance with the Indenture, including whether or not any
Default has occurred.

The holders of a majority in principal amount of the Notes then outstanding
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee subject to certain
limitations specified in the Indenture. Subject to the provisions of the
Indenture relating to the duties of the Trustee, in case an Event of Default
shall occur and be continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the holders of the Notes, unless such holders have offered
to the Trustee reasonable indemnity.

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CERTAIN COVENANTS

Limitation on Restricted Payments

The Indenture provides that, so long as any of the Notes remain
outstanding, the Company shall not, and shall not permit any Restricted
Subsidiary to, make any Restricted Payment if (i) immediately before or
immediately after giving effect to such Restricted Payment, a Default or Event
of Default shall have occurred and be continuing or shall occur as a consequence
of such Restricted Payment; (ii) immediately after giving effect to such
Restricted Payment, the Company would not be able to incur $1.00 of additional
Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph
of "Limitation on Indebtedness" below; or (iii) immediately after giving effect
to any such Restricted Payment, the aggregate of all Restricted Payments which
shall have been made on or after the date of the Indenture (the amount of any
Restricted Payment, if other than cash, to be based upon the fair market value
thereof on the date of such Restricted Payment) would exceed an amount equal to
the difference between (a) the Cumulative Credit and (b) 1.4 times Cumulative
Interest Expense.

"Restricted Payment" means (i) any dividend (whether made in cash, property
or securities) on or with respect to any Equity Interests of the Company or of
any Restricted Subsidiary (other than any dividend made to the Company or
another Wholly Owned Restricted Subsidiary or any dividend payable in Equity
Interests of the Company or any Restricted Subsidiaries); or (ii) any
distribution (whether made in cash, property or securities) on or with respect
to any Equity Interests of the Company or of any Restricted Subsidiary (other
than any distribution made to the Company or another Wholly Owned Subsidiary or
any distribution payable in Equity Interests of the Company or any Restricted
Subsidiary); or (iii) any redemption, repurchase, retirement or other direct or
indirect acquisition of any Equity Interests of the Company, or any warrants,
rights or options to purchase or acquire any such Equity Interests or any
securities exchangeable for or convertible into any such Equity Interests; or
(iv) any redemption, repurchase, retirement or other direct or indirect
acquisition for value or other payment of principal, prior to any scheduled
final maturity, scheduled repayment or scheduled sinking fund payment, of any
Subordinated Obligations; or (v) any Investment (other than a Permitted
Investment).

The provisions of the first paragraph of this covenant shall not prevent
(i) the retirement of any of the Company's Equity Interests in exchange for, or
out of the proceeds of, the substantially concurrent sale (other than to a
Subsidiary of the Company or an employee stock ownership plan or to a trust
established by the Company or any Subsidiary of the Company for the benefit of
its employees) of Equity Interests of the Company (other than any Disqualified
Equity Interest), provided that the Net Cash Proceeds from the issuance are
excluded from clause (i) of the definition of Cumulative Credit; (ii) the
payment of any dividend or distribution on, or redemption of Equity Interests
within 60 days after the date of declaration of such dividend or distribution or
the giving of formal notice of such redemption, if at the date of such
declaration or giving of such formal notice such payment or redemption would
comply with the first paragraph of this covenant and the other provisions of the
Indenture; (iii) investments constituting Restricted Payments made as a result
of the receipt of non-cash consideration from any Asset Sale made pursuant to
and in compliance with the provisions described under "Repurchase at the Option
of Holders -- Asset Sales" above; (iv) the redemption, repurchase, retirement,
defeasance or other acquisition of any Subordinated Obligations in exchange for,
or out of Net Cash Proceeds of the substantially concurrent sale (other than to
a Subsidiary of the Company or any employee stock ownership plan or to a trust
established by the Company or any Subsidiary of the Company (for the benefit of
its employees)) of Equity Interests of the Company (other than any Disqualified
Equity Interest); and (v) the making and consummation of (A) an Offer in
accordance with the provisions of the Indenture with any Excess Proceeds or (B)
a Change of Control Offer with respect to the Notes in accordance with the
provisions of the Indenture; provided, however, that in the case of clause (ii),
no Default or Event of Default shall have occurred and be continuing at the time
of such Restricted Payment or as a result thereof. In determining the aggregate
amount of Restricted Payments made on or after the date of the Indenture,
Restricted Payments made pursuant to clause (ii) shall be included in such
calculation.

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Limitation on Indebtedness

The Indenture provides that the Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) except for Permitted Indebtedness; provided,
however, that the Company or any Restricted Subsidiary which is a Subsidiary
Guarantor may incur Indebtedness if, at the time of and immediately after giving
pro forma effect to such incurrence of Indebtedness and the application of the
proceeds therefrom, the Debt to Operating Cash Flow Ratio would be less than or
equal to 7.0 to 1.0 until June 30, 2000, and 6.0 to 1.0 thereafter.

The foregoing limitations will not apply to the incurrence of any of the
following (collectively, "Permitted Indebtedness"), each of which shall be given
independent effect:

(a) Indebtedness under the Notes and the Indenture;

(b) Indebtedness of the Company and the Restricted Subsidiaries
outstanding on the Issuance Date and listed on a schedule to the Indenture,
other than Indebtedness described in clause (a), (c), (d) or (e) of this
paragraph;

(c) Indebtedness of (x) any Wholly Owned Restricted Subsidiary owed to
or issued to and held by the Company or any Restricted Subsidiary and (y)
the Company owed to and held by any Wholly Owned Restricted Subsidiary
which is unsecured and subordinated in right of payment to the payment and
performance of the Company's obligations under the Indenture and the Notes;
provided, however, that an incurrence of Indebtedness that is not permitted
by this clause (c) shall be deemed to have occurred upon (i) any sale or
other disposition of any Indebtedness of the Company or a Restricted
Subsidiary referred to in this clause (c) to any Person (other than the
Company or a Wholly Owned Restricted Subsidiary) such that such Restricted
Subsidiary ceases to be a Restricted Subsidiary or (ii) any designation of
a Restricted Subsidiary which holds Indebtedness of the Company as an
Unrestricted Subsidiary;

(d) Guarantees by any Restricted Subsidiary of Indebtedness of the
Company permitted in accordance with the provisions of the Indenture;

(e) Indebtedness of the Company and any Subsidiary Guarantor under the
Senior Credit Agreement in the aggregate principal amount at any one time
outstanding not to exceed $125 million;

(f) Indebtedness of the Company or any Subsidiary Guarantor to the
extent representing a replacement, renewal, refinancing or extension
(collectively, a "refinancing") of outstanding Indebtedness of the Company
or any Subsidiary Guarantor, as the case may be, incurred in compliance
with clause (a), (b), (e) or (g) of this paragraph of this covenant;
provided, however, that (i) Indebtedness of the Company may not be
refinanced under this clause (f) with Indebtedness of any Restricted
Subsidiary, (ii) any such refinancing shall not exceed the sum of the
principal amount or liquidation preference or redemption payment value (or,
if such Indebtedness provides for a lesser amount to be due and payable
upon a declaration of acceleration thereof at the time of such refinancing,
an amount no greater than such lesser amount) of the Indebtedness being
refinanced plus the amount of accrued interest or dividends thereon and
such reasonable fees and expenses incurred in connection therewith, (iii)
Indebtedness representing a refinancing of Indebtedness of the Company
shall not mature prior to the stated maturity of the Indebtedness
refinanced and shall have a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of the Indebtedness
being refinanced, (iv) Subordinated Obligations of the Company may only be
refinanced with Subordinated Obligations of the Company, and (v) Other Pari
Passu Debt which is unsecured may only be refinanced with unsecured
Indebtedness, which is either Other Pari Passu Debt or Subordinated
Obligations;

(g) Indebtedness of the Company or a Subsidiary Guarantor represented
by Capitalized Lease Obligations, mortgage financings, performance bonds,
purchase money obligations or letters of credit, in each case incurred for
the purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of the Company or such Subsidiary Guarantor in an aggregate
principal amount not to exceed $10 million at any time outstanding;

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(h) Indebtedness incurred and outstanding on or prior to the date on
which such Restricted Subsidiary was acquired by the Company (other than
Indebtedness incurred in connection with, or to provide all or any portion
of the funds or credit support utilized to consummate, the transaction or
series of related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was acquired by the Company); provided,
however, that on the date of such acquisition and after giving effect
thereto, the Debt to Operating Cash Flow Ratio would have been less than or
equal to the Debt to Operating Cash Flow Ratio immediately prior thereto;

(i) Indebtedness of the Company and any Restricted Subsidiary under a
Hedging Agreement related to floating interest on Indebtedness under the
Senior Credit Agreement provided that such Hedging Agreement is designed
solely to protect against fluctuations in interest rates and does not
increase the Indebtedness of the obligor outstanding at any time other than
as a result of fluctuations in interest rates; and

(j) In addition to any Indebtedness described in clauses (a) through
(i) above, Indebtedness of the Company or any of the Subsidiary Guarantors
so long as the aggregate principal amount of all such indebtedness incurred
pursuant to this clause (j) does not exceed $5 million at any one time
outstanding.

For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (a) through (i) above
or is entitled to be incurred pursuant to the first paragraph of this covenant,
the Company shall classify such item of Indebtedness in any manner that complies
with this covenant and such item of Indebtedness shall be treated as having been
incurred pursuant to only one of such clauses or pursuant to the first paragraph
hereof.

Limitation on Transactions with Affiliates. (a) The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, enter into
or conduct any transaction or series of transactions (including the purchase,
sale, lease or exchange of any property, employee compensation arrangements or
the rendering of any service) with any Affiliate, officers or directors of the
Company (an "Affiliate Transaction") unless (i) the terms of such transaction
are no less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could be obtained at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate; (ii) in the
event such Affiliate Transaction involves an aggregate amount in excess of $1.0
million, the terms of such transaction are set forth in writing and shall have
been approved by a majority of the members of the Board of Directors having no
personal stake in such Affiliate Transaction (and such majority determines that
such Affiliate Transaction satisfies the criteria in clause (i) above) and (iii)
in the event such Affiliate Transaction involves an aggregate amount in excess
of $10 million, the Company has received a written opinion from a nationally
recognized independent investment banking firm, or nationally recognized
accounting or appraisal firm, that such Affiliate Transaction is fair to the
Company and its Restricted Subsidiaries from a financial point of view.

(b) The provisions of the foregoing paragraph (a) shall not prohibit (i)
any Restricted Payment permitted to be made pursuant to the covenant "Limitation
on Restricted Payments," (ii) any issuance of securities, or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment arrangements, stock options and stock ownership plans approved by
the Board of Directors and otherwise permitted under the Indenture, (iii) the
grant of stock options or similar rights to employees and directors of the
Company pursuant to plans approved by the Board of Directors, and otherwise
permitted under the Indenture (iv) loans or advances to employees in the
ordinary course of business in accordance with the past practices of the Company
or its Restricted Subsidiaries, but in any event not to exceed $1.0 million in
the aggregate outstanding at any one time, (v) the payment of reasonable fees to
directors of the Company and its Restricted Subsidiaries who are not employees
of the Company or its Restricted Subsidiaries, (vi) any transaction between the
Company and a Wholly Owed Subsidiary or between Wholly Owned Subsidiaries, and
(vii) the payment of Investment Banking Fees.

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Limitation on Sale or Issuance of Capital Stock of Restricted Subsidiaries.

The Company (a) will not, and will not permit any Restricted Subsidiary of
the Company to, directly or indirectly, transfer, convey, sell, lease or
otherwise dispose of any Equity Interest of any Restricted Subsidiary to any
Person (other than to the Company or a Wholly Owned Restricted Subsidiary),
unless (i) such transfer, conveyance, sale, lease or other disposition is of all
the Equity Interest of such Restricted Subsidiary and (ii) the Net Cash Proceeds
from such transfer conveyance, sale, lease or other disposition are applied in
accordance with the provision described above under "Repurchase at the Option of
the Holders -- Asset Sales" and (b) will not permit any Restricted Subsidiary to
issue any of its Equity Interest (other than, if required under applicable law,
shares of its Equity Interest constituting directors' qualifying shares) to any
Person other than to the Company or Wholly Owned Restricted Subsidiary.

Limitation on Sale/Leaseback Transactions.

The Company will not, and will not permit any Restricted Subsidiary to,
enter into any Sale/Leaseback Transaction with respect to any property unless
(i) the Company or such Restricted Subsidiary would be entitled to (A) incur
Indebtedness in an amount equal to the Attributable Indebtedness with respect to
such Sale/Leaseback Transaction pursuant to the covenant described under
"-- Limitation on Indebtedness" and (B) create a Lien on such property securing
such Attributable Indebtedness without equally and ratably securing the New
Notes pursuant to the covenant described under "-- Limitations on Liens," (ii)
the net cash proceeds received by the Company or any Restricted Subsidiary in
connection with such Sale/Leaseback Transaction are at least equal to the fair
value (as determined in good faith by the Board of Directors of the Company and
certified in an Officers' Certificate to the Trustee) of such property and (iii)
the transfer of such property is permitted by, and the Company or such
Restricted Subsidiary applies the proceeds of such transaction in compliance
with, the covenant described under "Repurchase at the Option of the Holders --
Asset Sales."

Limitation on Liens

The Indenture provides that the Company shall not, and will not permit any
Restricted Subsidiary to directly or indirectly incur any Indebtedness secured
by a Lien against or on any of its property or assets now owned or hereafter
acquired by the Company or any Restricted Subsidiary unless contemporaneously
therewith effective provision is made to secure the Notes equally and ratably
with such secured Indebtedness. This restriction does not, however, apply to
Indebtedness secured by (i) Liens securing the Indebtedness under the Senior
Credit Agreement, (ii) Liens, if any, in effect on the date of the Indenture;
(iii) Liens in favor of governmental bodies to secure progress or advance
payments; (iv) Liens on Equity Interests or Indebtedness existing at the time of
the acquisition thereof (including acquisition through merger or consolidation),
provided that such Liens were not incurred in anticipation of such acquisition;
(v) Liens securing the Notes; (vi) other Liens securing Indebtedness of the
Company in an amount not to exceed $5 million at any time outstanding; (vii)
Other Permitted Liens; and (viii) any extension, renewal or replacement of any
Lien referred to in the foregoing clauses (i) through (vii), inclusive but only
to the extent such Liens do not extend to any other property or assets (other
than improvements).

Limitation on Guarantees of Certain Indebtedness

The Indenture provides that the Company shall not, (a) permit any
Restricted Subsidiary to guarantee any Indebtedness of the Company other than
the Notes (the "Other Indebtedness"), or (b) pledge any intercompany
Indebtedness representing obligations of any of its Restricted Subsidiaries to
secure the payment of Other Indebtedness, in each case unless such Restricted
Subsidiary, the Company and the Trustee execute and deliver a supplemental
indenture causing such Restricted Subsidiary to guarantee the Company's
obligations under the Indenture and the Notes to the same extent that such
Restricted Subsidiary guaranteed the Company's obligations under the Other
Indebtedness (including waiver of subrogation, if any except that (A) such
guarantee need not be secured unless required pursuant to "-- Limitation on
Liens" and (B) if such Indebtedness is by its terms expressly subordinated to
the Notes, any such assumption, guarantee or other liability of such Restricted
Subsidiary with respect to such Indebtedness shall be subordinated to such
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Restricted Subsidiary's guarantee of the Notes at least to the same extent as
such Indebtedness is subordinated to the Notes). Thereafter, such Restricted
Subsidiary shall be a Subsidiary Guarantor for all purposes of the Indenture.

Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary of the New Notes shall provide by its terms that it (and all Liens
securing the same) shall be automatically and unconditionally released and
discharged upon any sale, exchange or transfer, to any Person not an Affiliate
of the Company, of all of the Company's Equity Interest in, or all or
substantially all the assets of, such Restricted Subsidiary, which transaction
is in compliance with the terms of the Indenture and such Restricted Subsidiary
is released from all guarantees, if any, by it of other Indebtedness of the
Company or any Restricted Subsidiaries and (with respect to any Subsidiary
Guarantees created after the date of the Indenture) the release by the holders
of the Indebtedness of the Company described in clause (a) above of their
security interest or their guarantee by such Restricted Subsidiary (including
any deemed release upon payment in full of all obligations under such
Indebtedness), at such time as (A) no other Indebtedness of the Company has been
secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B)
the holders of all such other Indebtedness which is secured or guaranteed by
such Restricted Subsidiary also release their security interest in or guarantee
by such Restricted Subsidiary (including any deemed release upon payment in full
of all obligations under such Indebtedness).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

The Indenture provides that the Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of any Restricted Subsidiary to (a) pay dividends in
cash or otherwise or make any other distributions to the Company or any
Restricted Subsidiary on its Equity Interests; (b) pay any Indebtedness owed to
the Company or any Restricted Subsidiary; (c) make loans or advances or
guarantee any such loans or advances, to the Company or any Restricted
Subsidiary; (d) transfer any of its properties or assets to the Company or any
Restricted Subsidiary; (e) grant Liens on the assets of the Company or any
Restricted Subsidiary in favor of the holders of the Notes; or (f) guarantee the
Notes or any renewals or refinancings thereof (any of the actions described in
clauses (a) through (f) above is referred to herein as a "Specified Action"),
except for (i) such encumbrances or restrictions arising by reason of Acquired
Indebtedness of any Restricted Subsidiary existing at the time such Person
became a Restricted Subsidiary, provided that such encumbrances or restrictions
were not created in anticipation of such Person becoming a Restricted Subsidiary
and are not applicable to the Company or any other Restricted Subsidiary, (ii)
such encumbrances or restrictions arising under refinancing indebtedness
permitted by clause (f) of the second paragraph under "-- Limitation on
Indebtedness" above; provided that the terms and conditions of any such
restrictions are not less favorable to the holders of Notes than those under the
Indebtedness being refinanced, (iii) customary provisions restricting the
assignment of any contract of the Company or any Restricted Subsidiary, (iv)
with respect to clause (d) above, restrictions in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent the
restriction restricts the transfer of property subject to such security
agreement or mortgage; (v) restrictions pursuant to the Senior Credit Agreement;
and (vi) restrictions pursuant to the Notes and the related Indenture.

Limitation on Senior Subordinated Indebtedness. The Indenture provides that
(i) the Company shall not, directly or indirectly, incur any Indebtedness that
by its terms would expressly rank senior in right of payment to the Notes and
expressly rank subordinate in right of payment to any Senior Indebtedness; and
(ii) the Company shall not permit any Subsidiary Guarantor to and no Subsidiary
Guarantor will, directly or indirectly, incur any Indebtedness that by its terms
would expressly rank senior in right of payment to the Subsidiary Guarantee of
such Subsidiary Guarantor and expressly rank subordinate in right of payment to
any Senior Guarantor Indebtedness of such Subsidiary Guarantor.

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Limitation on Unrestricted Subsidiaries. The Company may designate after
the Issuance Date any Subsidiary (other than a Subsidiary Guarantor) as an
"Unrestricted Subsidiary" under the Indenture (a "Designation") only if:

(a) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;

(b) the Company would be permitted to make an Investment (other than a
Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to the first paragraph of
"Limitation on Restricted Payments" above in an amount (the "Designation
Amount") equal to the greater of (1) the net book value of the Company's
interest in such Subsidiary calculated in accordance with GAAP or (2) the
Fair Market Value of the Company's interest in such Subsidiary as
determined in good faith by the Company's board of directors;

(c) the Company would be permitted under the Indenture to incur $1.00
of additional Indebtedness (other than Permitted Indebtedness) pursuant to
the covenant described under "-- Limitation on Indebtedness" at the time of
such Designation (assuming the effectiveness of such Designation);

(d) such Unrestricted Subsidiary does not own any Equity Interest in
any Restricted Subsidiary of the Company which is not simultaneously being
designated an Unrestricted Subsidiary;

(e) such Unrestricted Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted
Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may
provide a Subsidiary Guarantee for the Notes; and

(f) such Unrestricted Subsidiary is not a party to any agreement,
contract, arrangement or understanding at such time with the Company or any
Restricted Subsidiary unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company or, in the event such
condition is not satisfied, the value of such agreement, contract,
arrangement or understanding to such Unrestricted Subsidiary shall be
deemed a Restricted Payment.

In the event of any such Designation, the Company shall be deemed to have
made an Investment constituting a Restricted Payment pursuant to the covenant
"-- Limitation on Restricted Payments" for all purposes of the Indenture in the
Designation Amount.

The Indenture also provides that the Company shall not and shall not cause
or permit any Restricted Subsidiary to at any time (x) provide credit support
for, or subject any of its property or assets (other than the Equity Interest of
any Unrestricted Subsidiary) to the satisfaction of, any Indebtedness of any
Unrestricted Subsidiary (including any undertaking, agreement or instrument
evidencing such Indebtedness) (other than permitted Investments in Unrestricted
Subsidiaries) or (y) be directly or indirectly liable for any Indebtedness of
any Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a
Subsidiary of the Company as an Unrestricted Subsidiary shall be deemed to be
the designation of all of the Subsidiaries of such Subsidiary as Unrestricted
Subsidiaries.

The Company may revoke any Designation of a Subsidiary as an Unrestricted
Subsidiary (a "Revocation") if:

(a) no Default shall have occurred and be continuing at the time of
and after giving effect to such Revocation;

(b) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at
such time, have been permitted to be incurred for all purposes of the
Indenture; and

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redesignated Subsidiary as if such Indebtedness was incurred on the date of
the Revocation, the Company could incur $1.00 of additional Indebtedness
(other than Permitted Indebtedness) pursuant to the covenant described
under "-- Limitation on Indebtedness."

All Designations and Revocations must be evidenced by a resolution of the
board of directors of the Company delivered to the Trustee certifying compliance
with the foregoing provisions.

Reports

The Indenture provides that, whether or not the Company is subject to
Section 13(a) or 15(d) of the Exchange Act or any successor provision thereto,
the Company and each Subsidiary Guarantor shall file with the SEC (if permitted
by SEC practice and applicable law and regulations) so long as the Notes are
outstanding the annual reports, quarterly reports and other periodic reports
which the Company and each Subsidiary Guarantor would have been required to file
with the SEC pursuant to Section 13(a) or 15(d) or any successor provision
thereto if the Company and each Subsidiary Guarantor was so subject on or prior
to the respective dates (the "Required Filing Dates") by which the Company and
each Subsidiary Guarantor would have been required to file such documents if the
Company and each Subsidiary Guarantor was so subject. The Company and each
Subsidiary Guarantor shall also in any event (a) within 15 days of each Required
Filing Date (whether or not permitted or required to be filed with the SEC) (i)
transmit or cause to be transmitted by mail to all holders of Notes, at such
holder's address appearing in the register maintained by the Registrar, without
cost to such holders, and (ii) file with the Trustee, copies of the annual
reports, quarterly reports and other documents which the Company and each
Subsidiary Guarantor are required to file with the SEC pursuant to the preceding
sentence, or if such filing is not so permitted, information and data of a
similar nature, and (b) if, notwithstanding the preceding sentence, filing such
documents by the Company and each Subsidiary Guarantor with the SEC is not
permitted by SEC practice or applicable law or regulations, promptly upon
written request supply copies of such documents to any holder of Notes. The
Company shall not be obligated to file any such reports with the SEC if the SEC
does not permit such filings for all companies similarly situated other than due
to any action or inaction by the Company. The Company will also comply with
Section 314(a) of the TIA. In addition, for so long as any Notes remain
outstanding and prior to the later of the consummation of the Exchange Offer and
the effectiveness of the Shelf Registration Statement, if required, the Company
and each Subsidiary Guarantor shall furnish to holders and to securities
analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Merger or Sales of Assets

The Indenture provides that the Company shall not, in a single transaction
or through a series of related transactions, consolidate or merge with or into,
or sell, assign, convey, lease, transfer or otherwise dispose of all or
substantially all of its assets to, another Person or a group of Persons, or
permit any Restricted Subsidiary to do so if such transaction would result in
the transfer of all of the assets of the Company on a consolidated basis unless
(i) either (A) the Company shall be the continuing Person, or (B) the Person
formed by or surviving any such consolidation or merger (if other than the
Company), or to which any such transfer shall have been made, is a corporation,
limited liability company or limited partnership organized and existing under
the laws of the United States, any State thereof or the District of Columbia;
(ii) the surviving Person (if other than the Company) expressly assumes by
supplemental indenture all the obligations of the Company under the Notes and
the Indenture; (iii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; (iv)
immediately after giving effect to such transaction, the surviving Person would
be able to incur $1.00 of additional Indebtedness under the Debt to Operating
Cash Flow Ratio of the first paragraph of "-- Limitation of Indebtedness" above;
and (v) the Company shall have delivered to the Trustee prior to the proposed
transaction an Officers' Certificate and an Opinion of Counsel, each stating
that the proposed consolidation, merger or transfer and such supplemental
indenture will comply with the Indenture.

In addition, the Indenture will provide that each Subsidiary Guarantor will
not, and the Company will not permit a Subsidiary Guarantor to, in a single
transaction or through a series of related transactions, consolidate
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with or merge with or into any other Person (other than the Company or any
Subsidiary Guarantor) or sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets to any Person
or group of Persons (other than the Company or any Subsidiary Guarantor), unless
conditions similar to those described above are satisfied.

In the event of any transaction (other than a lease) described in and
complying with the conditions listed in the two immediately preceding paragraphs
in which the Company or any Subsidiary Guarantor, as the case may be, is not the
continuing corporation, the successor Person formed or remaining or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Subsidiary Guarantor, as the case
may be, and the Company or any Subsidiary Guarantor, as the case may be, would
be discharged from obligations and covenants under the Indenture and the Notes
or its Subordinated Subsidiary Guarantee, as the case may be, and the
Registration Rights Agreement.

CERTAIN DEFINITIONS

Set forth below is a summary of certain of the defined terms used in the
covenants contained in the Indenture. Reference is made to the Indenture for the
full definition of all such terms as well as any other capitalized terms used
herein for which no definition is provided.

"Acquired Indebtedness" means Indebtedness of a Person existing at the time
such Person becomes a Restricted Subsidiary or assumed in connection with an
Asset Acquisition from such Person and not incurred in connection with, or in
anticipation of, such Person becoming a Restricted Subsidiary or such Asset
Acquisition.

"Affiliate" means (i) any Person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the Company; (ii) any spouse, immediate family member or other
relative who has the same principal residence as any Person described in clause
(i) above; (iii) any trust in which any such Persons described in clauses (i)
and (ii) above has a beneficial interest; and (iv) any corporation or other
organization of which any such Persons described above collectively owns 5% or
more of the equity of such entity. For purposes of this definition, "control"
(including, with correlative meaning, the terms "controlling," "controlled by"
and "under common control with") when used with respect to any specified Person
includes the direct or indirect beneficial ownership of more than 5% of the
voting securities of such Person or the power to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.

"Applicable Premium" means, with respect to a Note, the greater of (i) 1.0%
of the then outstanding principal amount of such Note and (ii) the excess of (a)
the present value of the required interest and principal payments due on such
Note to the first optional redemption date (assuming all outstanding Notes were
called for redemption on such date) or to the final maturity date of the Notes
at the option of the Company, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (b) the then outstanding principal
amount of such Note.

"Asset Acquisition" means (i) an Investment by the Company or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be consolidated or merged with or into
the Company or any Restricted Subsidiary, or (ii) any acquisition by the Company
or any Restricted Subsidiary of the assets of any Person which constitute
substantially all of an operating unit, a division or line of business of such
Person or which is otherwise outside of the ordinary course of business.

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definition, the term "Asset Sale" shall not include (i) any transaction
consummated in compliance with "Repurchase at the Option of Holders -- Change of
Control" above and "Certain Covenants -- Merger or Sales of Assets" above, and
the creation of any Lien not prohibited under "Certain Covenants -- Limitations
on Liens" above, (ii) the sale of property or equipment that has become worn
out, obsolete or damaged or otherwise unsuitable for use in connection with the
business of the Company or any Restricted Subsidiary, as the case may be, (iii)
any transaction consummated in compliance with "Certain Covenants -- Limitation
on Restricted Payments" above, and (iv) sales, transfers or other disposition of
assets with a fair market value not in excess of $1 million in any transaction
or series of transactions.

"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
borne by the Notes, compounded annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale/ Leaseback Transaction (including any period for which such lease has been
extended).

"Capitalized Lease Obligations" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with generally accepted accounting principles
and the amount of such Indebtedness shall be the capitalized amount of such
obligations determined in accordance with generally accepted accounting
principles consistently applied.

"Cash Equivalents" means (i) United States dollars; (ii) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than six
months from the date of acquisition; (iii) certificates of deposit and
Eurodollar time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any domestic commercial bank that is
a member of the Federal Reserve System having capital and surplus in excess of
$500.0 million; (iv) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (ii) and (iii)
above entered into with any financial institution meeting the qualifications
specified in clause (iii) above; (v) commercial paper having a rating of at
least P-1 from Moody's or a rating of at least A-1 from S&P; and (vi) money
market mutual or similar funds having assets in excess of $100.0 million, at
least 95% of the assets of which are comprised of assets specified in clauses
(i) through (v) above.

"Consolidated Income Tax Expense" means, with respect to the Company for
any period, the provision for federal, state, local and foreign income taxes
payable by the Company and the Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with generally accepted
accounting principles consistently applied.

"Consolidated Interest Expense" means, with respect to the Company and the
Restricted Subsidiaries for any period, without duplication, the sum of (i) the
interest expense of the Company and the Restricted Subsidiaries for such period
as determined on a consolidated basis in accordance with generally accepted
accounting principles consistently applied, including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation and after taking into account the
effect of elections made under any Hedging Agreements, however denominated, with
respect to such Indebtedness; and (ii) the interest component of Capitalized
Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the
Company and the Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with generally accepted accounting principles
consistently applied. For purposes of this definition, interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with generally accepted accounting
principles consistently applied.

"Consolidated Net Income" means, with respect to any period, the net income
(loss) of the Company and the Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with generally accepted accounting
principles consistently applied, adjusted, to the extent included in calculating
such net income (loss), by excluding, without duplication, (i) all
extraordinary, unusual or nonrecurring items of income or expense and of gains
or losses and all gains and losses from the sale or other disposition of assets
out
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of the ordinary course of business (net of taxes, fees and expenses relating to
the transaction giving rise thereto) for such period; (ii) that portion of such
net income (loss) derived from or in respect of investments in Persons other
than any Restricted Subsidiary, except to the extent actually received in cash
by the Company or any Restricted Subsidiary; (iii) the portion of such net
income (loss) allocable to minority interests in unconsolidated Persons for such
period, except to the extent actually received in cash by the Company or any
Restricted Subsidiary; (iv) net income (loss) of any other Person combined with
the Company or any Restricted Subsidiary on a "pooling of interests" basis
attributable to any period prior to the date of combination; (v) net income
(loss) of any Restricted Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by that Restricted Subsidiary of
that net income (loss) is not at the date of determination permitted without any
prior governmental approval (which has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule of governmental regulation
applicable to that Restricted Subsidiary or the holders of its Equity Interests;
(vi) the cumulative effect of a change in accounting principles after the date
of the Indenture; and (vii) net income (loss) attributable to discontinued
operations determined on a consolidated basis in accordance with generally
accepted accounting principles consistently applied.

"Consolidated Total Indebtedness" means, as at any date of determination,
an amount equal to the aggregate amount of all outstanding Indebtedness of the
Company and the Restricted Subsidiaries outstanding as of such date of
determination (including the liquidation value of all Disqualified Equity
Interests), less the obligations of the Company or any Restricted Subsidiary
under any Hedging Agreement as of such date of determination that would appear
as a liability on the balance sheet of such Person, in each case determined on a
consolidated basis in accordance with generally accepted accounting principles
consistently applied.

"Continuing Members" means, as of the date of determination, any Person who
(i) was a member of the Board of Directors of the Company (or CCI, as the case
may be) on the date of the Indenture, (ii) was nominated for election or elected
to the Board of Directors of the Company (or CCI, as the case may be) with the
affirmative vote of a majority of the Continuing Members who were members of the
Board of Directors of the Company (or CCI, as the case may be) at the time of
such nomination or election or (iii) is a representative of, or was approved by,
a Permitted Holder.

"Cumulative Credit" means the sum of (i) the aggregate Net Cash Proceeds
received by the Company or a Restricted Subsidiary from the issue or sale (other
than to a Restricted Subsidiary) of Equity Interests (other than Disqualified
Equity Interests) of the Company or a Restricted Subsidiary on or after the
Issuance Date, plus (ii) the principal amount (or accreted amount (determined in
accordance with generally accepted accounting principles), if less) of any
Indebtedness, of the Company or any Restricted Subsidiary which has been
converted into or exchanged for Equity Interests of the Company or a Restricted
Subsidiary on or after the Issuance Date plus (iii) cumulative Operating Cash
Flow on or after the Issuance Date, to the end of the fiscal quarter immediately
preceding the date of the proposed Restricted Payment, or, if cumulative
Operating Cash Flow for such period is negative, minus the amount by which
cumulative Operating Cash Flow is less than zero, plus (iv) to the extent not
already included in Operating Cash Flow, if any Investment constituting a
Restricted Payment that was made after the date of the Indenture is sold or
otherwise liquidated or repaid the initial dividend amount of such Restricted
Payment (less the cost of disposition, if any) on the date of such sale,
liquidation or repayment, as determined in good faith by the Board of Directors.

"Cumulative Interest Expense" means the aggregate amount of Consolidated
Interest Expense paid or accrued of the Company and the Restricted Subsidiaries
on or after the Issuance Date, to the end of the fiscal quarter immediately
preceding the proposed Restricted Payment.

"Debt to Operating Cash Flow Ratio" means the ratio of (i) the Consolidated
Total Indebtedness as of the date of calculation (the "Determination Date") to
(ii) four times the Operating Cash Flow for the latest three months for which
financial information is available immediately preceding such Determination Date
(the "Measurement Period"). For purposes of calculating Operating Cash Flow for
the Measurement Period immediately prior to the relevant Determination Date, (I)
any Person that is a Restricted Subsidiary on the Determination Date (or would
become a Restricted Subsidiary on such Determination Date in connection with the
transaction that requires the determination of such Operating Cash Flow) will be
deemed to have

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been a Restricted Subsidiary at all times during the Measurement Period; (II)
any Person that is not a Restricted Subsidiary on such Determination Date (or
would cease to be a Restricted Subsidiary on such Determination Date in
connection with the transaction that requires the determination of such
Operating Cash Flow) will be deemed not to have been a Restricted Subsidiary at
any time during such Measurement Period; and (III) if the Company or any
Restricted Subsidiary shall have in any manner (x) acquired (including through
an Asset Acquisition or the commencement of activities constituting such
operating business) or (y) disposed of (including by way of an Asset Sale or the
termination or discontinuance of activities constituting such operating
business) any operating business during such Measurement Period or after the end
of such period and on or prior to such Determination Date, such calculation will
be made on a pro forma basis in accordance with generally accepted accounting
principles consistently applied, as if, in the case of an Asset Acquisition or
the commencement of activities constituting such operating business, all such
transactions had been consummated on the first day of such Measurement Period,
and, in the case of an Asset Sale or termination or discontinuance of activities
constituting such operating business, all such transactions had been consummated
prior to the first day of such Measurement Period.

"Designated Senior Indebtedness" means (i) any Senior Indebtedness under
the New Senior Credit Agreement and (ii) any other Senior Indebtedness which at
the time of determination has an aggregate principal amount outstanding of at
least $50 million and which is specifically designated in the instrument
evidencing such Senior Indebtedness or the agreement under which such Senior
Indebtedness arises as "Designated Senior Indebtedness" by the Company.

"Disqualified Equity Interest" means, with respect to any Person, any
Equity Interest which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, or is exchangeable
into Indebtedness or Disqualified Equity Interest, on or prior to the earlier of
the maturity date of the Notes or the date on which no Notes remain outstanding.

"Equity Interest" in any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) corporate stock or other equity
participations, including partnership interests, whether general or limited, and
membership interests in such Person, including any Preferred Stock.

"Equity Offering" means an underwritten public offering by the Company for
cash (in an amount not less than $25 million) of its common stock pursuant to
the Securities Act registration statement (not including Forms S-4 or S-8).

"Hedging Agreement" means any interest rate swap agreement, interest rate
cap agreement, interest rate collar agreement or other similar agreement
providing for the transfer or mitigation of interest rate risks either generally
or under specific contingencies.

"Hedging Obligation" of any Person means the obligations of such Person
pursuant to any Hedging Agreement.

"Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

(i) the principal in respect of (A) indebtedness of such Person for
money borrowed and (B) indebtedness evidenced by notes, debentures, bonds
or other similar instruments for the payment of which such Person is
responsible or liable, including, in each case, any premium on such
indebtedness to the extent such premium has become due and payable;

(ii) all Capitalized Lease Obligations of such Person and all
Attributable Debt in respect of Sale/ Leaseback Transactions entered into
by such Person;

(iii) all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such Person
and all obligations of such Person under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of
business);

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(iv) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit
securing obligations (other than obligations described in clauses (i)
through (iii) above) entered into in the ordinary course of business of
such Person to the extent such letters of credit are not drawn upon or, if
and to the extent drawn upon, such drawing is reimbursed no later than the
tenth Business Day following payment on the letter of credit);

(v) the amount of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Equity
Interest or, with respect to any Subsidiary of such Person, the liquidation
preference with respect to, any Preferred Stock (but excluding, in each
case, any accrued dividends);

(vi) all obligations of the type referred to in clauses (i) through
(v) of other Persons and all dividends of other Persons for the payment of
which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee;

(vii) all obligations of the type referred to in clauses (i) through
(vi) of other Persons secured by any Lien on any property or asset of such
Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of
such property or assets or the amount of the obligation so secured; and

(viii) to the extent not otherwise included in this definition,
Hedging Obligations of such Person.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

"Investment" in any Person means, directly or indirectly, any advance, loan
or other extension of credit (including by means of a guarantee) or capital
contribution to (by means of transfers of property to others, payments for
property or services for the account or use of others or otherwise) such Person,
the acquisition, by purchase or otherwise, of any stock, bonds, notes,
debentures, partnership, membership or joint venture interests or other
securities or other evidence of beneficial interest of any Person, and shall
include the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary. If the Company or any Restricted Subsidiary sells or otherwise
disposes of any Voting Equity Interest of any direct or indirect Restricted
Subsidiary such that, after giving effect to such sale or disposition, the
Company no longer owns, directly or indirectly, greater than 50% of the
outstanding Voting Equity Interests of such Restricted Subsidiary, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Voting Equity Interests of
such former Restricted Subsidiary not sold or disposed of.

"Investment Banking Fee" means pursuant to an agreement between J. Merritt
Belisle and Steven E. Seach, on one hand, and CCI, on the other hand, a fee to
be paid by CCI to such individuals (i) upon the consummation of the Financing
Plan in the aggregate amount of $550,000 and (ii) thereafter from time to time
in connection with the consummation of acquisitions or financings by CCI in an
amount equal to 1.0% of the purchase price paid for such acquisition.

"Lien" means any mortgage, pledge, lien, charge, security interest,
hypothecation, assignment for security or encumbrance of any kind (including any
conditional sale or capital lease or other title retention agreement, any lease
in the nature thereof or any agreement to give a security interest).

"Moody's" means Moody's Investors Service, Inc., or any successor rating
agency.

liability under GAAP, as a consequence of such Asset Sale, (ii) all payments
made on any indebtedness which is secured by any assets subject to such Asset
Sale, in accordance with the terms of any Lien upon or other security
arrangement of any kind with respect to such assets, or which must by its terms,
or in order to obtain a necessary consent to such Asset Sale, or by applicable
law, be repaid out of the proceeds from such Asset Sale, (iii) all distributions
and other payments required to be made to minority interest holders in
Restricted Subsidiaries or joint ventures as a result of such Asset Sale and
(iv) the deduction of appropriate amounts to be provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the
assets disposed of in such Asset Sale and retained by the Company or any
Restricted Subsidiary after such Asset Sale.

"Net Cash Proceeds" means, with respect to any issuance or sale of Equity
Interests, the proceeds in the form of cash or Cash Equivalents received by the
Company or any Restricted Subsidiary of such issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

"Non-Recourse Indebtedness" means Indebtedness of a Person (i) as to which
neither the Company nor any of the Restricted Subsidiaries (other than such
Person or any Subsidiaries of such Person) (a) provides any guarantee or credit
support of any kind (including any undertaking, guarantee, indemnity, agreement
or instrument that would constitute Indebtedness) or (b) is directly or
indirectly liable (as a guarantor or otherwise); and (ii) the incurrence of
which will not result in any recourse against any of the assets of either of the
Company or the Restricted Subsidiaries (other than to such Person or to any
Subsidiaries of such Person and other than to the Equity Interests in such
Restricted Subsidiary or an Unrestricted Subsidiary).

"Operating Cash Flow" means, with respect to the Company and the Restricted
Subsidiaries on a consolidated basis, for any period, an amount equal to
Consolidated Net Income for such period increased (without duplication) by the
sum of (i) Consolidated Income Tax Expense accrued for such period to the extent
deducted in determining Consolidated Net Income for such period; (ii)
Consolidated Interest Expense for such period to the extent deducted in
determining Consolidated Net Income for such period; and (iii) depreciation,
amortization and any other non-cash items for such period to the extent deducted
in determining Consolidated Net Income for such period (other than any non-cash
item which requires the accrual of, or a reserve for, cash charges for any
future period) of the Company and the Restricted Subsidiaries, including,
without limitation, amortization of capitalized debt issuance costs for such
period, all of the foregoing determined on a consolidated basis in accordance
with generally accepted accounting principles consistently applied, and
decreased by non-cash items to the extent they increased Consolidated Net Income
(including the partial or entire reversal of reserves taken in prior periods)
for such period. For purposes of this definition, the following items shall, to
the extent expensed in calculating Consolidated Net Income, be added to
Consolidated Net Income: (A) any amounts paid to employees of the Company in
respect of investment banking, advisory or transaction fees in connection with
acquisitions or financings of assets of, or advisory services to, the Company in
an amount not to exceed 1.5 percent of the fair market value of such principal
acquisition or the amount of such financing, and (B) cancellation of debt to any
employee of the Company in an aggregate amount not to exceed $200,000.

"Other Pari Passu Debt" means Indebtedness of the Company or any Restricted
Subsidiary that does not constitute Subordinated Obligations and is not senior
in right of payment to the Notes.

"Other Permitted Liens" means (i) Liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens arising in the
ordinary course of business which secure payment of obligations that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and for which an appropriate
reserve or provision shall have been made in accordance with generally accepted
accounting principles consistently applied; (ii) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and for which an appropriate reserve or provision shall
have been made in accordance with generally accepted accounting principles
consistently applied; (iii) easements, rights of way, and other restrictions on
use of property or minor

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imperfections of title that in the aggregate are not material in amount and do
not in any case materially detract from the property subject thereto or
interfere with the ordinary conduct of the business of the Company or its
Subsidiaries; (iv) Liens related to Capitalized Lease Obligations, mortgage
financings or purchase money obligations (including refinancings thereof), in
each case incurred for the purpose of financing all or any part of the purchase
price or cost of construction or improvement of property, plant or equipment
used in the business of the Company or any Restricted Subsidiary or a Related
Business, provided that any such Lien encumbers only the asset or assets so
financed, purchased, constructed or improved; (v) Liens resulting from the
pledge by the Company of Equity Interests in any Restricted Subsidiary in
connection with the Senior Credit Agreement; (vi) Liens resulting from the
pledge by the Company or Equity Interests in an Unrestricted Subsidiary in any
circumstance where recourse to the Company is limited to the value of the Equity
Interests so pledged; (vii) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security; (viii) Liens to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds,
deposits to secure the performance of bids, trade contracts, government
contracts, leases or licenses or other obligations of a like nature incurred in
the ordinary course of business (including without limitation, landlord Liens on
leased properties); (ix) leases or subleases granted to third Persons not
interfering with the ordinary course of business of the Company; (x) deposits
made in the ordinary course of business to secure liability to insurance
carriers; (xi) Liens securing reimbursement obligations with respect to letters
of credit which encumber documents and other property relating to such letters
of credit and the products and proceeds thereof; (xii) Liens on the assets of
the Company to secure hedging agreements with respect to Indebtedness permitted
by the Indenture to be incurred; (xiii) attachment or judgment Liens not giving
rise to a Default or an Event of Default; and (xiv) any interest or title of a
lessor under any capital lease or operating lease.

"Permitted Holders" means Austin Ventures, L.P., BT Capital Partners, Inc.,
NationsBank Capital Investors, J. Merritt Belisle and Steven E. Seach.

"Permitted Investments" means (i) Cash Equivalents; (ii) Investments in
prepaid expenses, negotiable instruments held for collection and lease, utility
and workers' compensation, performance and other similar deposits; (iii) the
extension of credit to vendors, suppliers and customers in the ordinary course
of business; (iv) Investments existing as of the date of the Indenture, and any
amendment, modification, extension or renewal thereof to the extent such
amendment, modification, extension or renewal does not require the Company or
any Restricted Subsidiary to make any additional cash or non-cash payments or
provide additional services in connection therewith; (v) Hedging Agreements;
(vi) any Investment for which the sole consideration provided is Equity
Interests of the Company; (vii) any Investment consisting of a guarantee
permitted under clause (e) of the second paragraph of "Certain
Covenants -- Limitation on Indebtedness" above; (viii) Investments in the
Company, in any Wholly Owned Restricted Subsidiary or any Person that, as a
result of or in connection with such Investment, becomes a Wholly Owned
Restricted Subsidiary or is merged with or into or consolidated with the Company
or a Wholly Owned Restricted Subsidiary, provided, however, that such Person's
primary business is a Related Business; (ix) loans and advances to officers,
directors and employees of the Company and the Restricted Subsidiaries for
business-related travel expenses, moving expenses and other similar expenses in
each case incurred in the ordinary course of business not to exceed $1 million
outstanding at any time; (x) any acquisition of assets solely in exchange for
the issuance of Equity Interests of the Company; and (xi) other Investments
made, after the date of the Indenture, in addition to any Permitted Investments
described in clauses (i) through (x) above, in an aggregate amount at any one
time outstanding not to exceed $1 million.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated
organization, government or agency or political subdivision thereof or any other
entity.

"Preferred Stock" means, in any Person, an Equity Interest of any class or
classes, however designated, which is preferred as to the payment of dividends
or distributions, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Person, over Equity Interests of
any other class in such Person.

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"Reinvestment Date" means the date which is 365 days after the receipt of
any Net Available Cash from an Asset Sale.

"Related Business" means a cable television, media and communications,
telecommunications, internet service provider or data transmission business, and
businesses ancillary, complementary or reasonably related thereto.

"Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

"Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Restricted Subsidiary
leases it from such Person.

"Senior Guarantor Indebtedness" means the principal of, premium, if any,
and interest (including interest, whether or not allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of any Subsidiary Guarantor (other
than as otherwise provided in this definition), whether outstanding on the date
of the Indenture or thereafter created, incurred or assumed, and whether at any
time owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to any Subsidiary Guarantee. Without limiting
the generality of the foregoing, "Senior Guarantor Indebtedness" will also
include the principal of, premium, if any, and interest (including interest,
whether or not allowable, accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign bankruptcy law) on, and all other
amounts owing in respect of, all obligations of every nature of the Issuer from
time to time owed to the lenders under the Senior Credit Agreement.
Notwithstanding the foregoing, "Senior Guarantor Indebtedness" shall not include
(i) Indebtedness evidenced by the Subsidiary Guarantees, (ii) Indebtedness that
is subordinated or junior in right of payment to any Indebtedness of any
Subsidiary Guarantor, (iii) Indebtedness which when incurred and without respect
to any election under Section 1111(b) of Title 11 United States Code, is without
recourse to any Subsidiary Guarantor, (iv) Indebtedness which is represented by
Redeemable Capital Stock, (v) any liability for foreign, federal, state, local
or other taxes owed or owing by any Subsidiary Guarantor to the extent such
liability constitutes Indebtedness, (vi) Indebtedness of any Subsidiary
Guarantor to a Subsidiary or any other Affiliate of the Company or any of such
Affiliate's Subsidiaries, (vii) to the extent it might constitute Indebtedness,
amounts owing for goods, materials or services purchased in the ordinary course
of business or consisting of trade accounts payable owed or owing by such
Subsidiary Guarantor, and amounts owed by such Subsidiary Guarantor for
compensation to employees or services rendered to such Subsidiary Guarantor,
(viii) that portion of any Indebtedness which at the time of issuance is issued
in violation of the Indenture and (ix) Indebtedness evidenced by any guarantee
of any Subordinated Indebtedness or Pari Passu Indebtedness.

"Senior Indebtedness" means the principal of, premium, if any, and interest
(including interest, whether or not allowable, accruing after the filing of a
petition initiating any proceeding under any state, federal or foreign
bankruptcy law) on any Indebtedness of the Company (other than as otherwise
provided in this definition), whether outstanding on the date of the Indenture
or thereafter created, incurred or assumed, and whether at any time owing,
actually or contingent, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness shall not be senior in
right of payment to the Notes. Without limiting the generality of the foregoing,
"Senior Indebtedness" will also include the principal of, premium, if any, and
interest (including interest, whether or not allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on, and all other amounts owing in respect of, all
obligations of every nature of the Issuer from time to time owned to the lenders
under the Senior Credit Agreement. Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (i) Indebtedness evidenced by the Notes, (ii)
Indebtedness that is subordinate or junior in right of payment to any
Indebtedness of the Company, (iii) Indebtedness which when incurred and without
respect to any election under Section 1111(b) of Title 11 United States Code, is
without recourse to the Company, (iv) Indebtedness which is represented by
Redeemable Capital Stock, (v) any liability for foreign, federal, state, local
or other

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taxes owed or owing by the Company to the extent such liability constitutes
Indebtedness, (vi) Indebtedness of the Company to a Subsidiary or any other
Affiliate of the Company or any of such Affiliate's Subsidiaries, (vii) to the
extent it might constitute Indebtedness, amounts owing for goods, materials or
services purchased in the ordinary course of business or consisting of trade
accounts payable owed or owing by the Company, and amounts owed by the Company
for compensation to employees or services rendered to the Company, (viii) that
portion of any Indebtedness which at the time of issuance is issued in violation
of the Indenture and (ix) Indebtedness evidenced by any guarantee of any
Subordinated Indebtedness or Pari Passu Indebtedness.

"S&P" means Standard & Poor's Ratings Group, a division of the McGraw Hill
Company, Inc., or any successor rating agency.

"Strategic Equity Investment" means an investment in CCI by a company which
is primarily engaged in the media and communications industry or the
telecommunications industry and which has a market capitalization (if a public
company) on the date of such investment in CCI of more than $1 billion or, if
not a public company, had total revenues of more than $5 billion during its
previous fiscal year.

"Subordinated Obligations" means, with respect to the Company, any
Indebtedness of the Company which is expressly subordinated in right of payment
to the Notes.

"Subsidiary" means a Person the majority of whose voting stock, membership
interests or other Voting Equity Interests is or are owned by the Company or a
Subsidiary. Voting stock in a corporation includes Equity Interests having
voting power under ordinary circumstances to elect directors.

"Subsidiary Guarantees" means the guarantees of the Company's obligations
under the Indenture and the Notes.

"Subsidiary Guarantors" means the (i) each Subsidiary of the Company on the
Issuance Date and (ii) any Subsidiary of the Company that guarantees the
Company's obligations under the Indenture and the Notes issued after the date of
the Indenture pursuant to "Covenants -- Limitation on Guarantees of Certain
Indebtedness" above.

"Subsidiary Operating Cash Flow" means, with respect to any Subsidiary for
any period, the "Operating Cash Flow" of such Subsidiary and its Subsidiaries
for such period determined by utilizing all of the elements of the definition of
"Operating Cash Flow" in the Indenture, including the defined terms used in such
definition, consistently applied only to such Subsidiary and its Subsidiaries on
a consolidated basis for such period.

"Treasury Rate" means the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) which
has become publicly available at least two business days prior to the date fixed
for redemption of the Notes following a Change of Control (or, if such
Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the then remaining Weighted Average
Life to Maturity of the Notes; provided, however, that if the Weighted Average
Life to Maturity of the Notes is not equal to the constant maturity of a United
States Treasury security for which a weekly average yield is given, the Treasury
Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the Weighted Average
Life to Maturity of the Notes is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

"Unrestricted Subsidiary" means any Subsidiary of the Company (other than a
Subsidiary Guarantor) designated as such pursuant to and in compliance with the
covenant described under "Certain Covenants -- Limitation on Unrestricted
Subsidiaries." Any such designation may be revoked by resolution of the Board of
Directors of the Company delivered to the Trustee subject to the provisions of
"Certain Covenants -- Limitation on Unrestricted Subsidiaries."

"Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary means
Indebtedness of such Unrestricted Subsidiary (i) as to which neither the Company
nor any Restricted Subsidiary is directly or
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indirectly liable (by virtue of the Company or any such Restricted Subsidiary
being the primary obligor on, guarantor of, or otherwise liable in any respect
to, such Indebtedness), except guaranteed debt of the Company or any Restricted
Subsidiary to any Affiliate, in which case (unless the incurrence of such
guaranteed debt resulted in a Restricted Payment at the time of incurrence) the
Company shall be deemed to have made a Restricted Payment equal to the principal
amount of any such Indebtedness to the extent guaranteed at the time such
Affiliate is designated an Unrestricted Subsidiary and (ii) which, upon the
occurrence of a default with respect thereto, does not result in, or permit any
holder of any Indebtedness of the Company or any Subsidiary to declare, a
default on such Indebtedness of the Company or any Subsidiary or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity;
provided that notwithstanding the foregoing any Unrestricted Subsidiary may
guarantee the Notes.

"Voting Equity Interests" means Equity Interests in any Person with voting
power under ordinary circumstances entitling the holders thereof to elect the
board of directors, board of managers or other governing body of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment of final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding aggregate
principal amount of such Indebtedness.

"Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary of which
all of the outstanding Equity Interests (other than Equity Interests
constituting directors' qualifying shares to the extent mandated by applicable
law) are owned by the Company or by one or more Wholly Owned Restricted
Subsidiaries or by the Company and one or more Wholly Owned Restricted
Subsidiaries. Notwithstanding the foregoing, so long as Universal Cable Holding,
Inc. holds at least 75% of the issued and outstanding shares of stock of
Universal Cable Communications, Inc., Universal Cable of Beaver, Oklahoma, Inc.
and Universal Cable Midwest, Inc., each of such entities shall be deemed to be a
Wholly Owned Subsidiary.

NO LIABILITY OF MANAGERS, OFFICERS, EMPLOYEES, OR SHAREHOLDERS

No manager, director, officer, employee, member, shareholder, partner or
incorporator of the Company or any Subsidiary, as such, will have any liability
for any obligations of the Company under the Notes, or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and the SEC is of the view that such a waiver is against
public policy.

DEFEASANCE AND COVENANT DEFEASANCE

The Indenture provides that the Company may elect either (a) to defease and
be discharged from any and all obligations with respect to the Notes (except for
the obligations to replace temporary or mutilated, destroyed, lost or stolen
Notes, to maintain an office or agency in respect of the Notes and to hold
moneys for payment in trust ) ("defeasance") or (b) to be released from its
obligations with respect to the Notes under certain covenants (and related
Events of Default) contained in the Indenture, including but not limited to
those described above under "Certain Covenants" ("covenant defeasance"), upon
the deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or U.S. Government Obligations which through the payment
of principal and interest in accordance with their terms will provide money, in
an amount sufficient to pay the principal of, premium, if any, and interest, if
any, on the Notes, on the scheduled due dates therefor. Such a trust may only be
established if, among other things, (x) no Default or Event of Default has
occurred and is continuing or would arise therefrom (or, with respect to Events
of Default resulting from certain events of bankruptcy, insolvency or
reorganization, would occur at any time in the period ending on the 91st day
after the date of deposit) and (y) the Company has delivered to the Trustee an
opinion of counsel (as specified in the Indenture) to the effect that (i)
defeasance or covenant defeasance, as

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the case may be, will not require registration of the Company, the Trustee or
the trust fund under the Investment Company Act of 1940, as amended, or the
Investment Advisors Act of 1940, as amended, and (ii) the holders of the Notes
will recognize income, gain or loss for Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such opinion, in the case of
defeasance under clause (a) above, must refer to and be based upon a private
ruling concerning the Notes of the Internal Revenue Service or a ruling of
general effect published by the Internal Revenue Service.

MODIFICATION OF INDENTURE

From time to time, the Company and the Trustee may, without consent of
holders of the Notes, enter into one or more supplemental indentures for certain
specified purposes, including providing for a successor or successors to the
Company, adding guarantees, releasing Guarantors when permitted by the
Indenture, providing for security for the Notes, adding to the covenants of the
Company, surrendering any right or power conferred upon the Company, providing
for uncertificated Notes in addition to or in place of certificated Notes,
making any change that does not adversely affect the rights of any Noteholder,
complying with any requirement of the Trust Indenture Act or curing certain
ambiguities, defects or inconsistencies. The Indenture contains provisions
permitting the Company and the Trustee, with the consent of holders of at least
a majority in aggregate principal amount of the Notes at the time outstanding,
to modify the Indenture or any supplemental indenture or the rights of the
holders of the Notes, except that no such modifications shall, without the
consent of each holder affected thereby (i) change or extend the fixed maturity
of the Notes, reduce the rate or extend the time of payment of interest thereon,
reduce the principal amount thereof or premium, if any, thereon or change the
currency in which the Notes are payable; (ii) reduce the premium payable upon
any redemption of Notes in accordance with the optional redemption provisions of
the Notes or change the time before which no such redemption may be made; (iii)
waive a default in the payment of principal or interest on the Notes (except
that holders of a majority in aggregate principal amount of the Notes at the
time outstanding may (a) rescind an acceleration of the Notes that resulted from
a non-payment default and (b) waive the payment default that resulted from such
acceleration) or alter the rights of Noteholders to waive defaults; or (iv)
reduce the aforesaid percentage of Notes, the consent of the holders of which is
required for any such modification. Any existing Event of Default, other than a
default in the payment of principal or interest on the Notes, or compliance with
any provision of the Notes or the Indenture, other than any provision related to
the payment of principal or interest on the Notes, may be waived with the
consent of holders of at least a majority in aggregate principal amount of the
Notes at the time outstanding.

COMPLIANCE CERTIFICATE

The Indenture provides that the Company will deliver to the Trustee within
120 days after the end of each fiscal year of the Company an Officers'
Certificate stating whether or not the signers know of any Event of Default that
has occurred. If they do, the certificate will describe the Event of Default and
its status.

BOOK-ENTRY; DELIVERY AND FORM

The New Notes will be represented by one or more permanent global New Notes
in definitive, fully registered form without interest coupons (each a "Global
Note") and will be deposited with the Trustee as custodian for, and registered
in the name of a nominee of, DTC.

Each Global Note will be subject to certain restrictions on transfer set
forth therein as described under "Notices to Investors."

Ownership of beneficial interests in a Global Note will be limited to
persons who have accounts with DTC ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in a Global
Note will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC or its nominee (with respect to interests of
participants) and the records of participants (with respect to interests of
persons other than participants). Qualified Institutional Buyers may hold their

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interests in a Restricted Global Note directly through DTC if they are
participants in such system, or indirectly through organizations which are
participants in such system.

So long as DTC, or its nominee, is the registered owner or holder of a
Global Note, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the New Notes represented by such Global Note for all
purposes under the Indenture and the New Notes. No beneficial owner of an
interest in a Global Note will be able to transfer that interest except in
accordance with DTC's applicable procedures, in additional to those provided for
under the Indenture and, if applicable, those of Euroclear and Cedel Bank.

Payments of the principal of, and interest on, a Global Note will be made
to DTC or its nominee, as the case may be, as the registered owner thereof.
Neither the Company, the Trustee nor any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

The Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of a Global Note, will credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Note as shown on the records of
DTC or its nominee. The Company also expects that payments by participants to
owners of beneficial interests in such Global Note held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers registered
in the names of nominees for such customers. Such payments will be the
responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in same-day funds.

The Company expects that DTC will take any action permitted to be taken by
a holder of Notes (including the presentation of Notes for exchange as described
below) only at the direction of one or more participants to whose account the
DTC interests in a Global Note are credited and only in respect of such portion
of the aggregate principal amount of Notes as to which such participant or
participants has or have given such direction. However, if there is an Event of
Default under the Notes, DTC will exchange the applicable Global Note for
Certificated Notes, which it will distribute to its participants and which may
be legended as set forth under the heading "Notices to Investors."

The Company understands that DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization'
within the meaning of New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial
Code and a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC was created to hold securities for its participants
and facilitate the clearance and settlement of securities transactions between
participants through electronic book-entry changes in accounts of its
participants, thereby eliminating the need for physical movement of certificates
and certain other organizations. Indirect access to the DTC system is available
to other such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly ("indirect participants").

Although DTC is expected to follow the foregoing procedures in order to
facilitate transfers of interest in a Global Note among participants of DTC, it
is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither the Company nor the
Trustee will have any responsibility for the performance by DTC, Euroclear or
Cedel Bank or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

If DTC is at any time unwilling or unable to continue as a depositary for
the Global Notes and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Certificated Notes, which may bear the
legend referred to under "Notices to Investors," in exchange for the Global
Notes. Holders of an interest in a Global Note may receive Certificated Notes,
which may bear the legend referred to under "Notices to Investors," in
accordance with the DTC's rules and procedures in addition to those provided for
under the Indenture.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

EXCHANGE OF OLD NOTES FOR NEW NOTES

The following is a summary of certain U.S. federal income tax
considerations relevant to Holders of the Notes. This discussion is based upon
the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury regulations, administrative pronouncements and judicial
decisions now in effect, all of which are subject to change (possibly with
retroactive effect) or different interpretations, which may affect the tax
consequences described herein. This discussion does not purport to deal with all
aspects of federal income taxation that may be relevant to a particular investor
and it is not intended to be wholly applicable to all categories of investors,
some of which, such as dealers in securities, financial institutions, insurance
companies, tax-exempt organizations, or investors who have hedged the risk of
owning Notes, may be subject to special rules. In addition, this discussion is
limited to persons that will hold the Notes as "capital assets" within the
meaning of section 1221 of the Code.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND DOES NOT ADDRESS THE TAX
CONSEQUENCES TO TAXPAYERS WHO ARE SUBJECT TO SPECIAL RULES (SUCH AS FINANCIAL
INSTITUTIONS, TAX-EXEMPT ORGANIZATIONS, INSURANCE COMPANIES, S CORPORATIONS,
REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, BROKER-DEALERS,
TAXPAYERS SUBJECT TO THE ALTERNATIVE MINIMUM TAX AND PERSONS THAT WILL HOLD THE
NOTES AS PART OF A POSITION IN A "STRADDLE" OR AS PART OF A "CONSTRUCTIVE SALE,"
"HEDGING" OR "CONVERSION" TRANSACTION) OR ADDRESS ASPECTS OF FEDERAL TAXATION
THAT MIGHT BE RELEVANT TO A PROSPECTIVE INVESTOR BASED UPON SUCH INVESTOR'S
PARTICULAR TAX SITUATION. THIS SUMMARY DOES NOT ADDRESS ANY TAX CONSEQUENCES
ARISING UNDER ANY STATE, MUNICIPALITY, FOREIGN COUNTRY OR OTHER TAXING
JURISDICTION. INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE
UNITED STATES FEDERAL TAX CONSEQUENCES OF OWNING AND DISPOSING OF THE NOTES
(INCLUDING THE INVESTOR'S STATUS AS A UNITED STATES HOLDER OR A NON-UNITED
STATES HOLDER), AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF
ANY STATE, MUNICIPALITY, FOREIGN COUNTRY OR OTHER TAXING JURISDICTION.

EACH HOLDER SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES TO IT OF EXCHANGING OLD NOTES FOR NEW NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

The following discussion is a summary of certain federal income tax
considerations relevant to the exchange of Old Notes for New Notes, but does not
purport to be a complete analysis of all potential tax effects. The discussion
is based upon the Internal Revenue Code of 1986, as amended, Treasury
regulations, Internal Revenue Service rulings and pronouncements, and judicial
decisions now in effect, all of which are subject to change at any time by
legislative, judicial or administrative action. Any such changes may be applied
retroactively in a manner that could adversely affect a holder of the New Notes.
The description does not consider the effect of any applicable foreign, state,
local or other tax laws or estate or gift tax considerations.

The exchange of Old Notes for New Notes pursuant to the Exchange Offer will
not constitute a sale or exchange for federal income tax purposes. Accordingly,
such exchange will not have federal income tax consequences to holders of Old
Notes.

UNITED STATES HOLDERS

General

The following is a general discussion of certain United States federal
income tax consequences of the ownership and sale or other disposition of the
Notes by a beneficial owner that, for United States federal income tax purposes,
is a "United States person" (a "United States Holder"). For purposes of this
discussion, a "United States person" means a citizen or individual resident (as
defined in Section 7701(b) of the Code) of the United States; a corporation or
partnership (including any entity treated as a corporation or partnership for
United States federal income tax purposes) created or organized under the laws
of the United States, any state thereof or the District of Columbia unless, in
the case of a partnership, otherwise provided by regulation; an estate the
income of which is subject to United States federal income tax without regard to
its source; or a

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trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust.
Notwithstanding the preceding sentence, certain trusts in existence on August
20, 1996, and treated as United States persons prior to such date that elect to
continue to be so treated shall also be considered to be United States persons.

Interest Income

Interest on the Notes will be includable in the income of a U.S. Holder as
ordinary income at the time such interest is received or accrued in accordance
with such Holder's regular method of accounting. Failure of the Company to
consummate the Exchange Offer or to file or cause to be declared effective the
Shelf Registration Statement as described under "The Exchange Offer; Purpose and
Effect" will cause additional interest to accrue on the Notes in the manner
described therein. According to United States Treasury regulations, the
possibility of a change in the interest rate will not affect the amount of
interest income recognized by a U.S. Holder (or the timing of such recognition)
if the likelihood of the change, as of the date the Notes are issued, is remote.
CCI believes that the likelihood of a change in the interest rate on the Notes
is remote and does not intend to treat the possibility of a change in the
interest rate as affecting the yield to maturity of any Note. In the unlikely
event that the interest rate on the Notes is increased, such increased interest
may be treated as original issue discount, includable by a U.S. Holder in income
as such interest accrues, in advance of receipt of any cash payment thereof. If,
as anticipated, the issue price of the Notes will equal their stated principal
amount with a de minimis discount, and because the likelihood of a change in
interest rate is remote, the notes will not be issued with original issue
discount ("OID"). OID will be considered de minimis and, thus, will be treated
as zero if the original issue discount is less than one-fourth ( 1/4) of one
percent of the stated principal amount of a Note, multiplied by the number of
complete years from issue date of the Notes to maturity.

Market Discount

If a United States Holder purchases, subsequent to its original issuance, a
Note for an amount that is less than its stated redemption price at maturity,
the amount of the difference generally will be treated as "market discount,"
unless such difference is less than a specified de minimis amount. The United
States Holder will be required to treat any gain recognized on the sale,
exchange, redemption, retirement or other disposition of the Note as ordinary
income to the extent of the accrued market discount that has not previously been
included in income. In addition, the United States Holder may be required to
defer, until the maturity date of the Note or its earlier disposition in a
taxable transaction, the deduction of all or a portion of the interest expense
on any indebtedness incurred or continued to purchase or carry such Note.

Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Note, unless the United
States Holder elects to accrue market discount on a constant interest method. A
United States Holder of a Note may elect to include market discount in income
currently as it accrues (under either the ratable or constant interest method).
This election to include currently, once made, applies to all market discount
obligations acquired in or after the first taxable year to which the election
applies and may not be revoked without the consent of the Service. If the United
States Holder of a Note makes such an election, the foregoing rules with respect
to the recognition of ordinary income on sales and other dispositions of such
instruments, and with respect to the deferral of interest deductions on debt
incurred or maintained to purchase or carry such debt instruments, would not
apply.

Amortizable Bond Premium

A United States Holder that purchases a Note for an amount in excess of its
principal amount will be considered to have purchased the Note at a premium and
may elect to amortize such premium, using a constant yield method, over the
remaining term of the Note (or, if a smaller amortization allowance would
result, by computing such allowance with reference to the amount payable on an
earlier call date and amortizing such allowance over the shorter period to such
call date). The amount amortized in any year will be treated as a reduction of
the United States Holder's interest income from the Note. Bond premium on a
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Note held by a United States Holder that does not make such an election will
decrease the gain or increase the loss otherwise recognized on disposition of
the Note. The election to amortize bond premium on a constant yield method, once
made, applies to all debt obligations held or subsequently acquired by the
electing United States Holder on or after the first day of the first taxable
year to which the election applies and may not be revoked without the consent of
the Internal Revenue Service (the "Service").

Sale, Exchange or Redemption of the Notes

Each U.S. Holder of a Note generally will recognize gain or loss on the
sale, exchange, redemption, retirement or other disposition of the Note measured
by the difference (if any) between (i) the amount of cash and the fair market
value of any property received (except to the extent that such cash or other
property is attributable to the payment of accrued interest not previously
included in income, which amount will be taxable as ordinary income) and (ii)
the U.S. Holder's adjusted tax basis in the Note (generally, the cost of the
Note plus any market discount previously included in income by the U.S. Holder,
less amortized bond premium and any principal payments received by the U.S.
Holder). Any such gain or loss recognized on the sale, exchange, redemption,
retirement or other disposition of a Note should be capital gain or loss (except
as discussed under "Market Discount" above). Capital gain or loss will be
long-term gain or loss if the Note is held by the United States Holder for more
than one year, otherwise such gain or loss will be short-term.

United States Holders that are corporations will generally be taxed on net
capital gains at a maximum rate of 35%. In contrast, United States Holders that
are individuals will generally be taxed on net capital gains at a maximum rate
of (i) 28% for property held for 18 months or less, and (ii) 20% for property
held more than 18 months. Recent legislation recently passed by Congress and
awaiting the President's signature would reduce the holding period for property
to qualify for the maximum 20% rate to 12 months or more. Special rules (and
generally lower maximum rates) apply for individuals in lower tax brackets. Any
capital losses realized by a United States Holder that is a corporation
generally may be used only to offset capital gains. Any capital losses realized
by a United States Holder that is an individual generally may be used only to
offset capital gains plus $3,000 of other income per year.

Neither an exchange of the Notes for Exchange Notes of the Issuer with
terms identical to those of the Notes nor the filing of a registration statement
with respect to the resale of the Notes should be a taxable event to the United
States Holders. Consequently, United States Holders will not recognize any
taxable gain or loss or any interest income as a result of such an exchange or
such a filing, the holding period of the Exchange Securities will include the
holding period of the Notes, and the basis of the Exchange Notes will equal the
basis of the Notes immediately before the exchange.

FOREIGN HOLDERS

The following is a general discussion of certain United States federal
income and estate and gift tax consequences of the ownership and sale or other
disposition of the Notes by any beneficial owner of a Note that is not a United
States Holder (a "Non-United States Holder"). Resident alien individuals will be
subject to United States federal income tax with respect to the Notes as if they
were United States Holders.

Interest

Under current United States federal income tax law, and subject to the
discussion of backup withholding below, interest paid on the Notes to a
Non-United States Holder will not be subject to the normal 30% United States
federal withholding tax, provided that (i) the interest is "effectively
connected with the conduct of a trade or business in the United States" by the
Non-United States Holder and the Non-United States Holder timely furnishes the
Issuer with two duly executed copies of Service Form 4224 (or any successor
form), or (ii) all of the following conditions of the portfolio interest
exception (the "Portfolio Interest Exception") are met: (A) the Non-United
States Holder does not, actually or constructively, own 10% or more of the total
combined voting power of all classes of stock of a corporate issuer entitled to
vote, (B) the Non-United States Holder is not a controlled foreign corporation
that is related, directly or indirectly, to the Issuer through stock ownership,
(C) the Non-United States Holder is not a bank receiving interest pursuant to a
loan agreement

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entered into in the ordinary course of its trade or business, and (D) either (1)
the Non-United States Holder certifies to the Issuer or its agent, under
penalties of perjury, that it is a Non-United States Holder and provides its
name and address, or (2) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary course of
its trade or business (a "Financial Institution"), and holds the Notes in such
capacity, certifies to the Issuer or its agent, under penalties of perjury, that
such statement has been received from the beneficial owner of the Notes by it or
by a Financial Institution between it and the beneficial owner and furnishes the
Issuer or its agent with a copy thereof. The foregoing certification may be
provided by the Non-United States Holder on Service Form W-8 (or any successor
form). Such certificate is effective with respect to payments of interest made
after the issuance of the certificate in the calendar year of its issuance and
the two immediately succeeding calendar years.

On October 14, 1997, final regulations were published in the Federal
Register (the "1997 Final Regulations") that affect the United States federal
income taxation of Non-United States Holders. The 1997 Final Regulations are
effective for payments after December 31, 1999, regardless of the issue date of
the instrument with respect to which such payments are made, subject to certain
transition rules discussed below. The discussion under this heading and under
"Backup Withholding Tax and Information Reporting," below, is not intended to be
a complete discussion of the provisions of the 1997 Final Regulations.
Prospective Holders of the Notes are urged to consult their tax advisors
concerning the tax consequences of their investment in light of the 1997 Final
Regulations.

The 1997 Final Regulations provide documentation procedures designed to
simplify compliance by withholding agents. The 1997 Final Regulations generally
do not affect the documentation rules described above, but add other
certification options. Under one such option, a withholding agent will be
allowed to rely on an intermediary withholding certificate furnished by a
"qualified intermediary" (as defined below) on behalf of one or more beneficial
owners (or other intermediaries) without having to obtain the beneficial owner
certificate described above. Qualified intermediaries include: (i) foreign
financial institutions or foreign clearing organizations (other than a United
States branch or United States office of such institution or organization), or
(ii) foreign branches or offices of United States financial institutions or
foreign branches or offices of United States clearing organizations, which, as
to both (i) and (ii), have entered into withholding agreements with the Service.
In addition to certain other requirements, qualified intermediaries must obtain
withholding certificates, such as revised Internal Revenue Service Form W-8
(discussed below), from each beneficial owner. Under another option, an
authorized foreign agent of a United States withholding agent will be permitted
to act on behalf of the United States withholding agent (including the receipt
of withholding certificates, the payment of amounts of income subject to
withholding and the deposit of tax withheld), provided that certain conditions
are met.

For purposes of the certification requirements, the 1997 Final Regulations
generally treat as the beneficial owners of payments on a Note those persons
that, under United States federal income tax principles, are the taxpayers with
respect to such payments, rather than persons such as nominees or agents legally
entitled to such payments. In the case of payments to an entity classified as a
foreign partnership under United States tax principles, the partners, rather
than the partnership, generally must provide the required certifications to
qualify for the withholding tax exemption described above (unless the
partnership has entered into a special agreement with the Service). A payment to
a United States partnership, however, is treated for these purposes as payment
to a United States payee, even if the partnership has one or more foreign
partners. The 1997 Final Regulations provide certain presumptions with respect
to withholding for Holders not furnishing the required certifications to qualify
for the withholding tax exemption described above. In addition, the 1997 Final
Regulations will replace a number of current tax certification forms (including
Service Form W-8) with a single, revised Internal Revenue Service Form W-8
(which, in certain circumstances, requires information in addition to that
previously required). Under the 1997 Final Regulations, this revised Form W-8
will remain valid until the last day of the third calendar year following the
year in which the certificate is signed.

The 1997 Final Regulations provide transition rules concerning existing
certificates, such as Internal Revenue Service Form W-8. Valid withholding
certificates that are held on December 31, 1999, will generally remain valid
until the earlier of December 31, 2000 or the date of their expiration. Existing
certificates that

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expire in 1999 will not be effective after their expiration. Certificates dated
prior to January 1, 1998 will generally remain valid until the end of 1998,
irrespective of the fact that their validity expires during 1998.

In the event that the interest paid on the Notes is effectively connected
with the conduct of a trade or business within the United States of the
Non-United States Holder, the Non-United States Holder will generally be taxed
on a net income basis (that is, after allowance for applicable deductions) at
the graduated rates that are applicable to United States persons in essentially
the same manner as if the Notes were held by a United States person, as
discussed above. In the case of a Non-United States Holder that is a
corporation, such income may also be subject to the United States federal branch
profits tax (which is generally imposed on a foreign corporation upon the deemed
repatriation from the United States of effectively connected earnings and
profits) at a 30% rate, unless the rate is reduced or eliminated by an
applicable income tax treaty and the Non-United States Holder is a qualified
resident of the treaty country.

If the interest on the Notes is not "effectively connected" and does not
qualify for the Portfolio Interest Exception, then the interest will be subject
to United States federal withholding tax at a flat rate of 30% (or a lower
applicable income tax treaty rate upon delivery of the appropriate certification
of eligibility for treaty benefits).

Gain on Sale or Other Disposition

Subject to special rules applicable to individuals as described below, a
Non-United States Holder will generally not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of the Notes, unless the gain is effectively connected with the
conduct of a trade or business within the United States of the Non-United States
Holder or of a partnership, trust or estate in which such Non-United States
Holder is a partner or beneficiary.

Gains realized by a Non-United States Holder that are effectively connected
with the conduct of a trade or business within the United States of the
Non-United States Holder will generally be taxed on a net income basis (that is,
after allowance for applicable deductions) at the graduated rates that are
applicable to United States persons, as described above, unless exempt by an
applicable income tax treaty. In the case of a Non-United States Holder that is
a corporation, such income may also be subject to the United States federal
branch profits tax (which is generally imposed on a foreign corporation upon the
deemed repatriation from the United States of effectively connected earnings and
profits) at a 30% rate, unless the rate is reduced or eliminated by an
applicable income tax treaty and the Non-United States Holder is a qualified
resident of the treaty country.

In addition to being subject to the rules described above, an individual
Non-United States Holder who holds the Notes as a capital asset will generally
be subject to tax at a 30% rate on any gain recognized on the sale or other
disposition of such Notes if (i) such gain is not effectively connected with the
conduct of a trade or business within the United States of the Non-United States
Holder, and (ii) such individual is present in the United States for 183 days or
more in the taxable year of the sale or other disposition and either (A) has a
"tax home" in the United States (as specially defined for purposes of the United
States federal income tax), or (B) maintains an office or other fixed place of
business in the United States and the gain from the sale or other disposition of
the Notes is attributable to such office or other fixed place of business.
Individual Non-United States Holders may also be subject to tax pursuant to
provisions of United States federal income tax law applicable to certain United
States expatriates (including certain former long-term residents of the United
States).

Under the 1997 Final Regulations, withholding of United States federal
income tax may apply to payments on a taxable sale or other disposition of the
Notes by a Non-United States Holder who does not provide appropriate
certification to the withholding agent with respect to such transaction.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

Under current United States federal income tax law, information reporting
requirements apply to interest paid to, and to the proceeds of sales or other
dispositions before maturity by, certain non-corporate persons. In

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addition, a 31% backup withholding tax applies if a non-corporate person (i)
fails to furnish such person's Taxpayer Identification Number ("TIN") (which,
for an individual, is his or her Social Security Number) to the payor in the
manner required, (ii) furnishes an incorrect TIN and the payor is so notified by
the Service, (iii) is notified by the Service that such person has failed
properly to report payments of interest and dividends, or (iv) in certain
circumstances, fails to certify, under penalties of perjury, that such person
has not been notified by the Service that such person is subject to backup
withholding for failure properly to report interest and dividend payments.
Backup withholding does not apply to payments made to certain exempt recipients,
such as corporations and tax-exempt organizations.

In the case of a Non-United States Holder, under current United States
federal income tax law, backup withholding and information reporting do not
apply to payments of interest with respect to the Note, or to payments on the
sale or other disposition of a Note, if such Holder has provided to the Issuer
or its paying agent the certification described in clause (ii)(D) of "Certain
United States Federal Income Tax Consequences -- Foreign Holders -- Interest" or
has otherwise established an exemption.

Under current United States federal income tax law, (i) interest payments
with respect to a Note collected outside the United States by a foreign office
of a custodian, nominee or broker acting on behalf of a beneficial owner of a
Note, and (ii) payments on the sale or other disposition of a Note to or through
a foreign office of a broker are not generally subject to backup withholding or
information reporting. However, if such custodian, nominee or broker is a United
States person, a controlled foreign corporation for United States tax purposes
or a foreign person 50% of more of whose gross income is effectively connected
with the conduct of a United States trade or business for a specified three-year
period (a "U.S. Related Person"), such custodian, nominee or broker may be
subject to certain information reporting (but not backup withholding)
requirements with respect to such payments, unless such custodian, nominee or
broker has in its records documentary evidence that the beneficial owner is not
a United States person and certain conditions are met or the beneficial owner
otherwise establishes an exemption. Backup withholding may apply to any payment
that such custodian, nominee or broker is required to report if such person has
actual knowledge that the payee is a United States person. Payments to or
through the United States office of a broker will be subject to backup
withholding and information reporting unless the Holder certifies, under
penalties of perjury, that it is not a United States person or otherwise
establishes an exemption.

The 1997 Final Regulations modify certain of the certification requirements
for backup withholding and expand the group of U.S. Related Persons. It is
possible that the Issuer or its paying agent may request new withholding
exemption forms from Holders in order to qualify for continued exemption from
backup withholding when the 1997 Final Regulations become effective.

Backup withholding tax is not an additional tax. Rather, any amounts
withheld from a payment to a person under the backup withholding rules are
allowed as a refund or a credit against such person's United States federal
income tax, provided that the required information is furnished to the Service.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, for a period of 120 days after
the Expiration Date, it will make this Prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until , 1998, all dealers effecting transactions
in the New Notes may be required to deliver a Prospectus.

The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such New Notes. Any broker-dealer that
resells New Notes that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a distribution of
such New Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any such resale of New Notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

For a period of 120 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Notes) other than commissions or concessions of any
broker-dealers and will indemnify holders of the Old Notes (including any
broker-dealers) against certain liabilities, including certain liabilities under
the Securities Act.

The Initial Purchasers and certain of their affiliates have provided and
continue to provide investment banking, commercial banking and financial
advisory services in the ordinary course of business to the Company and certain
of its affiliates. In addition, Goldman Sachs Credit Partners, L.P. an affiliate
of Goldman Sachs & Co., is co-agent (and a lender) under the Senior Credit
Agreement.

LEGAL MATTERS

The validity of the New Notes will be passed upon for the Company by
Winstead Sechrest & Minick P.C., Austin, Texas.

EXPERTS

The consolidated financial statements of Classic Cable, Inc. at December
31, 1997 and 1996, and for each of the three years in the period ended December
31, 1997, appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

97
<PAGE> 101

CLASSIC CABLE, INC.

INDEX TO HISTORICAL FINANCIAL STATEMENTS

<TABLE>
<S> <C>
CLASSIC CABLE, INC.
Audited Financial Statements
Report of Independent Auditors......................... F-2
Consolidated Balance Sheets as of December 31, 1996 and
1997.................................................. F-3
Consolidated Statements of Operations for the years
ended December 31, 1995, 1996, and 1997............... F-4
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1995, 1996, and 1997......... F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1996, and 1997............... F-6
Notes to Consolidated Financial Statements............. F-7

Unaudited Interim Financial Statements
Unaudited Condensed Consolidated Balance Sheet as of
June 30, 1998......................................... F-19
Unaudited Condensed Consolidated Statements of
Operations for the six months ended June 30, 1997 and
1998.................................................. F-20
Unaudited Condensed Consolidated Statements of Cash
Flows for the six months ended June 30, 1997 and
1998.................................................. F-21
Notes to Unaudited Condensed Consolidated Financial
Statements............................................ F-22
</TABLE>

F-1
<PAGE> 102

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Classic Cable, Inc.

We have audited the accompanying consolidated balance sheets of Classic
Cable, Inc. and its subsidiaries as of December 31, 1996 and 1997, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Classic Cable,
Inc. and its subsidiaries at December 31, 1996 and 1997, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997 in conformity with generally accepted
accounting principles.

/s/ ERNST & YOUNG LLP

Austin, Texas
July 6, 1998 except for Note 13,
as to which the date is September 15, 1998.

F-2
<PAGE> 103

CLASSIC CABLE, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31
----------------------------
1996 1997
------------ ------------
<S> <C> <C>
Cash and cash equivalents................................... $ 653,127 $ 615,942
Accounts receivable, net.................................... 5,446,690 4,768,864
Prepaid expenses............................................ 700,223 606,855
Property, plant and equipment, at cost...................... 88,202,624 96,850,298
Less accumulated depreciation............................... (18,535,449) (28,211,443)
------------ ------------
69,667,175 68,638,855
Deferred financing costs, net............................... 5,786,761 4,494,409
Advances to parent.......................................... 65,046 56,046
Intangible assets:
Subscriber relationships.................................. 83,757,467 82,364,351
Franchise rights.......................................... 60,055,208 59,148,887
Noncompete agreements..................................... 12,059,153 12,104,153
Organization costs........................................ 128,293 228,293
Goodwill.................................................. 43,206,845 39,694,737
------------ ------------
199,206,966 193,540,421
Less accumulated amortization............................. (35,570,928) (52,253,745)
------------ ------------
163,636,038 141,286,676
Other assets................................................ 32,300 --
------------ ------------
Total assets...................................... $245,987,360 $220,467,647
============ ============

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable.......................................... $ 656,639 $ 771,957
Subscriber deposits and unearned income................... 3,260,210 3,506,695
Other accrued expenses.................................... 5,736,197 5,795,285
Accrued interest.......................................... 912,043 1,444,310
Bank debt................................................. 193,997,742 187,967,199
Deferred taxes, net....................................... 11,264,000 3,276,000
------------ ------------
Total liabilities................................. 215,826,831 202,761,446
8% Cumulative Redeemable Preferred Stock, Series A of
Television Enterprises, Inc. (a subsidiary): no par value;
redemption price -- $100 per share plus accrued and unpaid
dividends of $25,548 in 1997 and $25,502 in 1996; 12,670
shares authorized, issued and outstanding -- at net issue
price..................................................... 1,292,502 1,292,548
Stockholders' equity:
Common Stock: $.01 par value per share; 1,000 shares
authorized, issued and outstanding..................... 10 10
Additional paid-in capital................................ 60,478,528 60,478,528
Accumulated deficit....................................... (31,610,511) (44,064,885)
------------ ------------
Total stockholders' equity........................ 28,868,027 16,413,653
------------ ------------
Total liabilities, redeemable preferred stock and
stockholders' equity............................ $245,987,360 $220,467,647
============ ============
</TABLE>

See accompanying notes.

F-3
<PAGE> 104

CLASSIC CABLE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------------
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Revenues......................................... $ 36,677,350 $ 59,821,152 $ 60,994,611
Operating expenses:
Programming.................................... 8,221,481 15,105,601 14,916,135
Plant and operating............................ 4,715,281 7,307,818 7,621,670
General and administrative..................... 4,782,166 8,688,375 9,256,786
Marketing and advertising...................... 71,837 238,352 437,841
Corporate overhead............................. 1,120,729 1,155,116 2,888,209
Depreciation and amortization.................. 16,426,667 27,510,001 27,831,970
------------ ------------ ------------
Earnings (loss) from operations.................. 1,339,189 (184,111) (1,958,000)
Interest expense................................. (14,132,296) (20,163,685) (20,759,318)
Gain on sale of cable systems.................... -- 4,900,670 3,644,365
Write-off of abandoned telephone operations and
accrual of related costs....................... -- (2,993,940) (500,000)
Other income..................................... -- -- 70,915
------------ ------------ ------------
Loss before income taxes and extraordinary
item........................................... (12,793,107) (18,441,066) (19,502,038)
Income tax benefit............................... 4,510,000 6,633,000 7,149,000
------------ ------------ ------------
Loss before extraordinary item................... (8,283,107) (11,808,066) (12,353,038)
Extraordinary loss on extinguishment of debt, net
of income tax benefit of $2,516,000............ (4,054,287) -- --
------------ ------------ ------------
Net loss............................... $(12,337,394) $(11,808,066) $(12,353,038)
============ ============ ============
</TABLE>

See accompanying notes.

F-4
<PAGE> 105

CLASSIC CABLE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
--------------- ADDITIONAL TOTAL
SHARES PAID-IN ACCUMULATED STOCKHOLDERS'
ISSUED AMOUNT CAPITAL DEFICIT EQUITY
------ ------ ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994........ 1,000 $10 $60,478,528 $ (7,309,239) $ 53,169,299
Dividends on preferred stock...... (54,428) (54,428)
Net loss.......................... (12,337,394) (12,337,394)
----- --- ----------- ------------ ------------
Balance at December 31, 1995........ 1,000 $10 $60,478,528 $(19,701,061) $ 40,777,477
Dividends on preferred stock...... -- -- -- (101,384) (101,384)
Net loss.......................... -- -- -- (11,808,066) (11,808,066)
----- --- ----------- ------------ ------------
Balance at December 31, 1996........ 1,000 $10 $60,478,528 $(31,610,511) $ 28,868,027
Dividends on preferred stock...... -- -- -- (101,336) (101,336)
Net loss.......................... -- -- -- (12,353,038) (12,353,038)
----- --- ----------- ------------ ------------
Balance at December 31, 1997........ 1,000 $10 $60,478,528 $(44,064,885) $ 16,413,653
===== === =========== ============ ============
</TABLE>

See accompanying notes.

F-5
<PAGE> 106

CLASSIC CABLE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------------------
1995 1996 1997
------------- ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................... $ (12,337,394) $$(11,808,066) $(12,353,038)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation.................................... 5,470,318 9,490,872 10,284,730
Amortization of intangibles..................... 10,956,349 18,019,129 17,547,240
Amortization of deferred financing costs........ 1,017,859 1,491,104 1,373,526
Discount accretion on bank debt................. 81,579 489,456 456,839
Gain on sales of cable systems.................. -- (4,900,670) (3,644,365)
Deferred tax benefit............................ (7,049,000) (6,635,000) (7,404,000)
Extraordinary loss.............................. 6,570,287 -- --
Changes in working capital, net of acquisition
amounts......................................... 810,000 1,701,565 1,631,428
------------- ------------ ------------
Net cash provided by operating activities......... 5,519,998 7,848,390 7,892,360
INVESTING ACTIVITIES
Acquisition of cable television systems:
Property, plant and equipment................... (53,544,453) (137,006) --
Intangible assets............................... (118,593,951) (229,670) --
Working capital, net of cash.................... 93,895 -- --
------------- ------------ ------------
(172,044,509) (366,676) --
Purchases of property, plant and equipment........ (3,931,163) (8,211,614) (10,135,485)
Payments for franchise rights, noncompete
agreements, and other intangibles............... -- (467,571) (322,886)
Net proceeds from sale of cable systems........... -- 12,432,887 6,189,390
Net proceeds from litigation settlement........... -- -- 2,928,108
Costs of pending acquisition...................... (696,675) -- --
------------- ------------ ------------
Net cash provided by (used in) investing
activities...................................... (176,672,347) 3,387,026 (1,340,873)
FINANCING ACTIVITIES
Capital contributed from parent................... 29,328,264 -- --
Proceeds from borrowings, net of related fees:
Bridge loan advances............................ 9,000,000 -- --
Bank debt and related warrants.................. 208,000,000 2,207,547 758,592
Repayments of bank debt........................... (64,335,542) (13,345,283) (7,245,974)
Cash dividends paid on TVE preferred stock........ (28,881) (101,430) (101,290)
Financing costs and other......................... (11,873,684) (231,655) --
Purchase of shares of subsidiary from minority
shareholder..................................... -- (600,000) --
------------- ------------ ------------
Net cash provided by (used in) financing
activities...................................... 170,090,157 (12,070,821) (6,588,672)
------------- ------------ ------------
Decrease in cash and cash equivalents............. (1,062,192) (835,405) (37,185)
Cash and cash equivalents at beginning of year.... 2,550,724 1,488,532 653,127
------------- ------------ ------------
Cash and cash equivalents at end of year.......... $ 1,488,532 $ 653,127 $ 615,942
============= ============ ============
Cash taxes paid................................... $ 423,000 $ 5,000 $ 600
Cash interest paid................................ $ 12,569,000 $ 17,367,000 $ 18,397,000
Noncash investing and financing activities:
Acquisition of deferred tax liability........... $ 9,642,000 $ -- $ --
Preferred stock issued for conversion of debt... $ 1,267,000 $ -- $ --
</TABLE>

See accompanying notes.

F-6
<PAGE> 107

CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997

1. ORGANIZATION

Classic Cable, Inc. and its subsidiaries (collectively the "Company")
acquires, develops and operates cable television systems throughout the United
States. Operations consist primarily of selling video programming which is
distributed to subscribers for a monthly fee through a network of coaxial
cables. The Company is a wholly-owned subsidiary of Classic Communications, Inc.
("CCI").

Operations originally began in July 1992 as Ponca/Universal Holdings, Inc.
("Ponca"). In May 1995, the Company was formed as a subsidiary to Ponca and
substantially all of the assets and liabilities of Ponca were contributed to the
Company in exchange for 100% of Classic's outstanding capital stock.

In October 1995, a restructuring occurred in which CCI was formed to hold
Ponca. Pursuant to an exchange agreement, all holders of the capital stock
(including Preferred Stock) of Ponca exchanged their shares in Ponca for shares
in CCI. Subsequently, Ponca merged into the Company with the Company being the
surviving entity.

These financial statements represent the consolidated company as a whole.
Certain minority interests, which are not material, are not owned by Classic
Cable, Inc.

2. ACQUISITIONS AND DISPOSITIONS OF CABLE TELEVISION SYSTEMS

ACQUISITIONS

In February 1995, the Company acquired certain assets of American Cable
Entertainment Cable Television Systems serving Eufala and Gould, Oklahoma;
Hugoton, Kansas; and communities in northern Texas ("Scott Cable") and
Rocksprings-Canyon TV Company, Inc. for approximately $12,700,000 and $470,000,
respectively. The purchases were financed with available funds of the Company,
$9,000,000 obtained under a bridge loan (later repaid with bank debt) and
$5,000,000 contributed by CCI.

In May 1995, the Company acquired the stock of W.K. Communications, Inc.
for approximately $46,400,000. The purchase and other transactions were financed
with approximately $13,000,000 contributed by CCI and bank debt. The purchase
price of the systems acquired plus deferred tax liabilities arising from the
acquisition of $9,642,000 were allocated to the tangible and identifiable assets
based on fair market values. The allocation resulted in an excess of cost over
net assets acquired (goodwill) of $11,921,100.

In June 1995, the Company acquired certain assets of Cable-Video
Enterprises, Inc., a corporation operating cable television systems in Texas,
Oklahoma, and Missouri, for approximately $16,400,000 of bank debt.

On October 31, 1995, the Company acquired certain assets of United Video
Cablevision, Inc. ("United Video") serving communities in four states and
Mission Cable Company, L.P. ("Mission Cable") serving communities in three
states for approximately $36,600,000 and $57,500,000, respectively. The
purchases were financed with approximately $10,000,000 contributed by CCI and
bank debt.

On December 1, 1995, the Company acquired certain assets of Douglas
Cablevision IV, L.P. serving a community in Texas for approximately $720,000 of
available funds.

In May 1996, the Company acquired certain assets of Regional Cable TV
(USA), Inc., a corporation operating cable television systems in Texas, for
approximately $400,000 of available funds.

For financial statement purposes, the above acquisitions were accounted for
using the purchase method. The purchase prices of the systems acquired were
allocated to the identifiable tangible and intangible assets based upon
independent appraisals of current fair market values.

F-7
<PAGE> 108
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DISPOSITIONS

On September 19, 1996, the Company sold certain nonstrategic cable
televisions systems in Arkansas for cash consideration of $12,409,000, net of
selling expenses. The net pretax gain from the sale was approximately
$5,200,000. Proceeds from the sale were used to reduce a portion of the
Company's bank debt and for working capital purposes.

In April 1996, the Company sold certain nonstrategic cable television
systems in Texas for cash consideration of $24,000, net of selling expenses. The
net pretax loss from the sale was approximately $300,000.

In April and May 1997, the Company sold certain nonstrategic cable
television systems in Kansas and Oklahoma for $5,731,000, net of selling
expenses. The net pretax gain from the sales was approximately $3,600,000.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The operating results of all acquisitions are included in the Company's
consolidated results of operations from the date of acquisition. All significant
intercompany accounts and transactions have been eliminated in consolidation.

MINORITY INTEREST

Minority interest represents the minority stockholder's proportionate share
of the equity of a subsidiary of the Company, WT Acquisition Corporation ("WT").
At December 31, 1995, the Company owned approximately 97% of WT's capital stock,
representing 49% voting control. For financial reporting purposes, WT's assets
and liabilities are consolidated with those of the Company due to the fact that
subsequent to June 18, 1995, the Company could obtain voting control of WT
through its conversion of nonvoting common stock to voting common stock of WT.
Accordingly, the minority stockholder's interest in WT was included in the
Company's financial statements.

Effective December 31, 1994, the minority interest balance had depleted to
zero due to losses of the subsidiary since inception. Accordingly, the Company
absorbed all losses of the subsidiary during 1995.

On January 1, 1996, the Company purchased all outstanding shares from the
minority owner for $600,000 in cash thereby making WT a wholly owned,
consolidated subsidiary.

REVENUE RECOGNITION

Service income includes earned subscriber service revenues and charges for
installations and connections. Subscriber services paid for in advance are
recorded as income when earned.

Initial installation revenue is recognized as revenue when receivable, to
the extent of direct selling costs, with any balance deferred and taken into
income over the estimated average period that subscribers are expected to remain
connected to the system.

F-8
<PAGE> 109
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost. Depreciation is computed
using the straight-line method over the following estimated useful lives of the
assets:

<TABLE>
<S> <C>
Buildings................................................... 30 Years
Cable television distribution systems....................... 12 Years
Office furniture and equipment.............................. 7 Years
Vehicles.................................................... 5 Years
</TABLE>

Leasehold improvements are amortized over the shorter of their estimated
life or the period of the related leases.

Initial subscriber connection costs are capitalized as part of cable
television distribution systems. Costs related to disconnects and reconnects of
customers are expensed as incurred. Repairs and maintenance are charged to
expense as incurred, while expenditures for major renewals and betterments are
capitalized.

DEFERRED FINANCING COSTS

Included with deferred financing costs are the costs of interest rate cap
agreements. Deferred financing costs are being amortized to interest expense
using the interest method over the terms of the related debt. The Company enters
into interest rate cap agreements to effectively convert a portion of its
floating-rate borrowings into fixed-rate obligations. The cost of such cap
agreements and any interest rate differential to be received are recognized over
the lives of the agreements as an increase in interest expense.

INTANGIBLE ASSETS

Intangible assets, other than goodwill, are being amortized using the
straight-line method over their estimated useful lives ranging from 5 to 15
years. Excess cost over net assets arising from the acquisition of cable
television systems (goodwill) is amortized using the straight-line method over a
period of 40 years.

It is the Company's policy to value intangible assets at the lower of
unamortized cost or fair value. Management reviews the valuation and
amortization of intangible assets on a periodic basis, taking into consideration
any events or circumstances which might result in diminished fair value.

INCOME TAXES

The Company's operations are included in consolidated income tax returns
filed by CCI. The consolidated amount of current and deferred income tax expense
is allocated to the Company by applying the principles of Financial Accounting
Standards Board Statement No. 109, Accounting for Income Taxes, to the Company
as if it were a separate taxpayer.

Deferred income taxes are provided for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for tax reporting purposes.

CASH AND CASH EQUIVALENTS

For financial reporting purposes, the Company considers all highly liquid
investments purchased with original maturities of three months or less to be
cash equivalents.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk are primarily cash, cash equivalents and accounts
receivable. Excess cash is invested in high quality short-term

F-9
<PAGE> 110
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

liquid money instruments issued by highly-rated financial institutions.
Concentrations of credit risk with respect to the Company's receivables are
limited due to the large number of customers, individually small balances, short
payment terms and required deposits.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value and carrying amounts for financial instruments may differ due to
instruments which provide fixed interest rates or contain fixed interest rate
elements. Inherently, such instruments are subject to fluctuations in fair value
due to subsequent movements in interest rates. The carrying amounts of cash,
cash equivalents and receivables approximate fair value due to their short-term
nature. The carrying amount of the Company's borrowings under its bank debt
approximates fair value.

4. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1996 1997
---------- ----------
<S> <C> <C>
Accounts receivable, trade.................................. $4,459,756 $4,570,438
Accounts receivable, other.................................. 1,499,434 960,540
Less allowance for doubtful accounts........................ (512,500) (762,114)
---------- ----------
Accounts receivables, net of allowance...................... $5,446,690 $4,768,864
========== ==========
</TABLE>

The activity in the Company's allowance for doubtful accounts for the
periods ending December 31, 1995, 1996 and 1997 is as follows:

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND END OF
FOR THE PERIOD ENDED PERIOD EXPENSES DEDUCTIONS PERIOD
- -------------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1995....................... 99,127 252,616 (103,014) 248,729
December 31, 1996....................... 248,729 1,491,033 (1,227,262) 512,500
December 31, 1997....................... 512,500 1,248,571 (998,957) 762,114
</TABLE>

F-10
<PAGE> 111
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------
1996 1997
------------ ------------
<S> <C> <C>
Land..................................................... $ 1,021,146 $ 1,020,556
Buildings and improvements............................... 2,020,793 2,107,225
Vehicles................................................. 3,595,075 4,087,781
Cable television distribution systems.................... 78,096,275 83,499,164
Office furniture, tools and equipment.................... 2,214,000 2,499,081
Construction in progress................................. 1,255,335 3,636,491
------------ ------------
88,202,624 96,850,298
Less accumulated depreciation............................ (18,535,449) (28,211,443)
------------ ------------
$ 69,667,175 $ 68,638,855
============ ============
</TABLE>

6. BANK DEBT

Balances of amounts outstanding under the Company's various bank credit
agreements and other notes (collectively "Bank Debt") are as follows:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------
1996 1997
------------ ------------
<S> <C> <C>
Senior Credit Agreement:
Term A Loan............................................ $ 18,729,412 $ 18,323,658
Term B Loan............................................ 59,472,941 58,184,523
Line of Credit Notes................................... 117,497,647 112,717,183
Other.................................................... 646,451 633,705
Discount relating to Senior Credit Agreement............. (2,348,709) (1,891,870)
------------ ------------
$193,997,742 $187,967,199
============ ============
</TABLE>

In May 1995, the Company obtained funds for acquisition, capital
expenditure and working capital purposes through a Senior Credit Agreement
thereby increasing the total credit available through Bank Debt from $57,000,000
to $150,000,000. A portion of the proceeds was used to repay amounts outstanding
under the previously-outstanding Bank Credit Agreement and Loan Agreement.

The Senior Credit Agreement is segregated into three separate debt
facilities, the Term A Loan, the Term B Loan and Line of Credit Notes. In
connection with the 1995 extinguishment of the Bank Credit Agreement and Loan
Agreement, an extraordinary loss related to the write-off of deferred financing
costs of approximately $2,363,000 was recorded. Approximately $4,300,000 in
deferred financing costs were incurred in connection with the Senior Credit
Agreement.

Concurrent with the acquisition of Mission Cable and United Video (in
October 1995 -- see Note 2), the Company amended and restated its Senior Credit
Agreement to obtain additional funds for acquisition, capital expenditure and
working capital purposes. The amendment and restatement increased the total
credit available thereunder from $150,000,000 to $215,000,000 by decreasing the
Term A Loan from $65,000,000 to $20,000,000; increasing the Term B Loan from
$35,000,000 to $65,000,000 and increasing the available Line of Credit Notes
from $50,000,000 to $130,000,000.

In connection with the amendment and restatement, an extraordinary loss
related to the write off of deferred financing costs of the original Senior
Credit Agreement of approximately $4,208,000 was recorded.

F-11
<PAGE> 112
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

An additional $7,624,835 in deferred financing costs were capitalized related to
the amendment and restatement.

The Senior Credit Agreement is collateralized by a security interest in
essentially all the assets of the Company. The terms of the Senior Credit
Agreement restrict certain activities of the Company, including the incurrence
of additional indebtedness and the payment of certain dividends.

Warrants to purchase an aggregate of 15,207 shares of CCI common stock at
$.01 per share were issued in connection with the amendment and restatement. The
value of the warrants has been recorded as a discount to the carrying amount of
the amended and restated Senior Credit Agreement. The discount is being
amortized to interest expense using the interest method over the term of the
Agreement. The discount balance at December 31, 1997 is $1,891,870.

The Term A Loan, the Term B Loan and the Line of Credit Notes bear interest
at the LIBOR rate (5.91% at December 31, 1997) plus an applicable margin or, at
the option of the Company, a base rate (the higher of the weighted average of
the rates on overnight Federal funds transactions or the lender's prime rate)
plus an applicable margin. Interest on LIBOR based debt is payable on the last
day of the Interest Period as defined in the Senior Credit Agreement. Interest
on base rate is payable quarterly. The applicable margin differs for each
facility and is reduced upon the Company's attainment of certain financial
ratios. The range of margin for the facilities is as follows as of December 31,
1997:

<TABLE>
<CAPTION>
LIBOR MARGIN BASE RATE MARGIN
------------ ----------------
<S> <C> <C>
Term A Loan........................................... 3.25 to 3.75% 2.25 to 2.75%
Term B Loan........................................... 3.75 to 4.25% 2.75 to 3.25%
Line of Credit Notes.................................. 1.50 to 3.50% 0.50 to 2.50%
</TABLE>

Principal of the Term A Loan is payable as follows:

<TABLE>
<CAPTION>
PRINCIPAL
DATE PAYMENTS
---- ----------
<S> <C>
September 30, 2003..................................... $7,500,000
December 31, 2003...................................... 7,500,000
March 31, 2004......................................... 2,500,000
June 30, 2004.......................................... 2,500,000
</TABLE>

Principal of the Term B Loan is payable as follows:

<TABLE>
<CAPTION>
PRINCIPAL
DATE PAYMENTS
---- -----------
<S> <C>
September 30, 2004.................................... $ 7,475,000
December 31, 2004..................................... 7,475,000
March 31, 2005........................................ 25,025,000
June 30, 2005......................................... 25,025,000
</TABLE>

Required principal payments of the Term A and Term B Loans are reduced
ratably if borrowings outstanding are less than the total credit available.

The maximum aggregate borrowings available under the Line of Credit Notes
are $114,019,536 at December 31, 1997. The maximum aggregate borrowings will be
reduced quarterly beginning the quarter ended March 31, 1999, with all available
borrowings terminating at June 30, 2003. There are no required quarterly
reductions to the maximum aggregate borrowings available during 1998.

In connection with the Senior Credit Agreement, the Company is required to
pay a quarterly commitment fee equal to 1/2% per annum on the unused portion of
the Line of Credit Notes based on the

F-12
<PAGE> 113
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

maximum aggregate borrowings at such time. Other fees are due in 1998 and 1999
that are based on the amount of outstanding borrowings. These fees are
calculated on June 30, 1998; September 30, 1998 and January 1, 1999 using rates
ranging from 0.25% to 0.75%.

The Company entered into the following interest rate cap agreements whereby
the Company receives compensation when the three-month LIBOR rate exceeds the
maximum interest rate:

<TABLE>
<CAPTION>
MAXIMUM NON-
NOTIONAL INTEREST REFUNDABLE
AMOUNT EFFECTIVE DATE TERMINATION DATE RATE FEE
-------- ----------------- ----------------- -------- ----------
<C> <S> <C> <C> <C>
$ 20,000,000 July 22, 1992 January 24, 1995 6.50% $110,000
4,000,000 July 30, 1993 February 5, 1996 6.00% 20,800
13,400,000 October 4, 1994 July 31, 1996 6.00% 207,700
15,600,000 December 13, 1994 July 31, 1996 6.75% 265,200
65,000,000 February 29, 1996 December 31, 1997 6.50% 175,500
125,000,000 March 31, 1998 October 31, 1998 6.25% 15,700
</TABLE>

In February 1996, the Company entered into an interest rate swap agreement
with a notional amount of $65,000,000 through December 31, 1997. Under the terms
of the agreement, the Company fixes the three month LIBOR rate at 5.51%. No
material fee was paid in connection with the agreement. The fair value of the
Company's interest rate swap at December 31, 1996 was not significant. The
agreement terminated at December 31, 1997.

During the period from June through September of 1995, CCI and the Company
pursued financing for acquisition and working capital purposes through the sale
of notes and debentures under SEC Rule 144A. Costs totaling $1,848,547 were
incurred in connection with this effort. Management determined that the long-
term interest costs associated with this financing were not advantageous to the
Company; therefore, the Company decided to terminate the financing effort. The
costs of the terminated financing are included as a component of interest
expense in 1995.

In February 1997, the Senior Credit Agreement was amended. This amendment
modified certain required ratios and waived the pro forma debt service coverage
ratio covenant through December 30, 1997. In addition, the amendment increased
the interest rates charged on the outstanding Term Loans and Line of Credit
Notes as well as restricting the use of proceeds resulting from the future sales
of assets.

An amendment fee of approximately $1 million was paid to the bank equal to
0.5% of the outstanding Term Loans and Line of Credit Notes in 1997. This amount
is included as a component of interest expense in 1997.

In December 1997, the Senior Credit Agreement was further amended. This
amendment modified certain required ratios and waived the pro forma debt service
coverage ratio covenant through December 31, 1998. The amendment also gave
consent for the Company to enter into certain transactions related to certain
divorce proceedings (See Note 13).

F-13
<PAGE> 114
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Maturities of Bank Debt, reflecting the December 1997 amendment, are as
follows:

<TABLE>
<S> <C>
1998.................................................. $ 101,114
1999.................................................. 30,063,387
2000.................................................. 21,259,183
2001.................................................. 23,407,668
2002.................................................. 26,000,000
Thereafter............................................ 89,027,717
------------
$189,859,069
============
</TABLE>

7. PREFERRED STOCK

Certain notes payable were converted into TVE Preferred Stock in June 1995.
The Company may redeem the outstanding shares of TVE Preferred Stock at any
time, in whole or in part, at a redemption price per share of $100 plus any
accrued and unpaid dividends. The TVE Preferred Stock is subject to mandatory
redemption at a redemption price per share of $100 plus any accrued and unpaid
dividends at June 30, 2001.

The holders of TVE Preferred Stock are entitled to a cumulative cash
dividend equal to $8.00 per share per annum, due and payable on June 30 of each
year. At December 31, 1997, accrued dividends on TVE Preferred Stock totaled
$25,548.

Holders of TVE Preferred Stock shall be entitled to receive, prior to any
distribution of any available assets of TVE to the holders of Common Stock of
TVE, an amount equal to $100 per share plus any accrued and unpaid dividends.

8. INCOME TAXES

Significant components of income tax benefit from continuing operations are
as follows:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
Current:
Federal..................................... $ (191,000) $ -- $ 255,000
State....................................... -- 2,000 --
----------- ----------- -----------
Total Current....................... (191,000) 2,000 255,000
Deferred:
Federal..................................... (3,835,000) (5,890,000) (6,573,000)
State....................................... (484,000) (745,000) (831,000)
----------- ----------- -----------
Total Deferred...................... (4,319,000) (6,635,000) (7,404,000)
----------- ----------- -----------
Income tax benefit.................. $(4,510,000) $(6,633,000) $(7,149,000)
=========== =========== ===========
</TABLE>

A deferred benefit of $2,516,000 was recorded related to the extraordinary
item in 1995.

F-14
<PAGE> 115
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's provision for income taxes differs from the expected tax
expense (benefit) amount computed by applying the statutory federal income tax
rate of 34% to income before income taxes and extraordinary items as a result of
the following:

<TABLE>
<CAPTION>
DECEMBER 31
------------------
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Tax at U.S. statutory rate.................................. 34.0% 34.0% 34.0%
State taxes, net of federal benefit......................... 4.3 4.3 4.3
Permanent items and other................................... (3.0) (2.3) (1.7)
---- ---- ----
35.3% 36.0% 36.7%
==== ==== ====
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1996 1997
----------- -----------
<S> <C> <C>
Deferred tax liabilities:
Book over tax basis of depreciable assets................ $ 6,856,000 $ 2,091,000
Book over tax basis of assets that are amortizable for
tax................................................... 13,582,000 5,414,000
----------- -----------
Total deferred tax liabilities................... 20,438,000 7,505,000
Deferred tax assets:
Net operating loss carryforwards:
Acquired.............................................. 10,771,000 4,880,000
Other................................................. 7,129,000 6,440,000
Other.................................................... 461,000 570,000
----------- -----------
Total deferred tax assets.................................. 18,361,000 11,890,000
Less valuation allowance................................... (9,187,000) (7,661,000)
----------- -----------
Net deferred tax assets.................................... 9,174,000 4,229,000
----------- -----------
Net deferred tax liabilities............................... $11,264,000 $ 3,276,000
=========== ===========
</TABLE>

At December 31, 1997, the Company had net operating loss carryforwards of
$29,515,000 for federal income tax purposes, which begin to expire in 2002 if
not utilized. Utilization of some of the loss carryforwards are subject to
various limitations under the Internal Revenue Code.

A valuation allowance has previously been recorded for certain acquisition
net operating loss carryforwards and other acquisition deferred tax assets due
to restrictions on their utilization under the tax law and other uncertainties
regarding their realization. When, and if, realized, the tax benefit associated
with these deferred tax assets will be applied to reduce goodwill and other
noncurrent intangibles related to the acquisitions. A valuation allowance has
not been recorded for the remaining net operating loss carryforwards and
deferred tax assets because existing deferred tax liabilities will reverse
within the carryforward period.

During 1997, net operating loss carryforwards of approximately $3,986,000,
related to a prior acquisition, expired unutilized. A valuation allowance had
been provided for these loss carryforwards at acquisition, and as a result of
their expiration, the valuation allowance was reduced accordingly.

During 1997, a subsidiary of the Company filed an amended income tax return
for a period prior to its acquisition. The amended return resulted in an
additional net operating loss carryforward of $1,525,000 available to the
Company. The Company has recorded a deferred tax asset of $584,000 for this item
and a corresponding reduction to goodwill related to the subsidiary's
acquisition.

F-15
<PAGE> 116
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. EMPLOYEE BENEFIT PLAN

The Company provides a defined contribution pension plan covering
substantially all full-time employees of the Company who have completed six
months of service. The plan is subject to the provision of Internal Revenue
Codes Section 401(k). The Company will match employee contributions for an
amount up to 3% of each employee's base salary. Company contributions to the
plan were $73,073, $88,590 and $113,975, for the years ended December 31, 1995,
1996 and 1997, respectively.

10. ABANDONMENT OF TELEPHONE OPERATIONS

At December 31, 1995 the Company was negotiating an agreement to purchase
four telephone exchanges in Kansas. For various reasons, the Company did not
complete the acquisitions and hence, did not enter the telephone business. Net
assets of the telephone business, when abandoned in 1996, consisted primarily of
property, plant and equipment. In connection therewith, the Company recorded a
$2,993,940 charge in 1996 related to the termination of the purchase agreement
and operations associated with the proposed acquisition. Items included in the
charge were the write-off of certain costs capitalized in connection with the
proposed acquisition, legal and consulting fees, and estimated severance for
personnel reductions. The Company revised their estimate of costs associated
with the abandonment and took an additional charge of $500,000 in 1997.

11. COMMITMENTS AND CONTINGENCIES

OBLIGATIONS OF PARENT

The Company's parent, CCI, has certain obligations that currently would
require resources of the Company if CCI were to satisfy these obligations. These
obligations include Subordinated Promissory Notes totaling $4,023,328 at
December 31, 1997 and accrued interest. These notes begin to mature in 2002. In
addition, CCI has preferred stock outstanding which requires mandatory
redemption beginning no later than 2005. Certain other events can trigger
earlier redemption. The total redemption obligation (including accrued
dividends) was $27,281,128 at December 31, 1997.

LEASE ARRANGEMENTS

The Company, as an integral part of its cable operations, has entered into
short-term lease contracts for microwave service, pole use and office space. At
December 31, 1997, approximate annual minimum aggregate rentals under such
leases were $1,057,000 in 1998; $115,000 in 1999 and $32,000 in 2000. Rent
expense was $659,012, $1,070,585, and $1,159,665, for the years ended December
31, 1995, 1996 and 1997, respectively.

LITIGATION

The Company is involved in various legal proceedings which have arisen in
the normal course of business. While the ultimate results of these matters
cannot be predicted with certainty, management does not expect them to have a
material adverse effect on the consolidated financial position of the Company.

LEGISLATION AND REGULATION

The Company's operations are subject to extensive regulation at the
federal, state and local levels. Many aspects of such regulation are currently
the subject of judicial proceedings and administrative or legislative proposals.
The Cable Television Consumer Protection and Competition Act of 1992 (the "1992
Cable Act"), among other things, significantly expanded the scope of cable
television regulation and made significant changes to the legislative and
regulatory environment in which the Company operates. On April 1, 1993, the
Federal Communications Commission (the "FCC") adopted rules promulgated by the
1992 Cable Act which allow for a greater degree of regulation of the cable
industry with respect to, among other things: (i) cable system rates for both
basic and certain nonbasic services (the "regulated services"); (ii) programming
access

F-16
<PAGE> 117
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and exclusivity arrangements; (iii) leased access terms and conditions; (iv)
ownership of cable systems; (v) customer service requirements; (vi) television
broadcast signal carriage and retransmission consent; (vii) technical standards;
and (viii) obscene or indecent programming. On March 30, 1994, the FCC released
revisions to its April 30, 1993 rate regulations which further increased
regulation in the cable industry.

In June 1995, the FCC released new regulations providing substantial relief
from rate regulation for small systems owned by small cable companies.
Management believes that all of the systems owned by the Company qualify under
the FCC's definition of a small system, and its rates are within the reasonable
rates prescribed for such small systems.

In accordance with the 1992 Cable Act, the regulated service rates charged
by the Company may be reviewed by local franchise authorities (for basic
service) or the FCC (for cable programming service). Refund liability for cable
programming service rates may be calculated from the date a complaint alleging
an unreasonable rate for cable programming service is filed with the FCC until
the refund is implemented. There have been no complaints filed and accepted by
the FCC.

In February 1996, a telecommunications bill was signed into federal law
which significantly impacts the cable industry. Most notably, the bill allows
cable system operators to provide telephony services, allows telephone companies
to offer video services, and it provides for deregulation of cable programming
service rates by 1999. While the impact of the bill cannot be determined at this
time, management does not expect the bill to have a significant adverse impact
on the financial position or results of operations of the Company.

Management of the Company believes that it has complied in all material
respects with the provisions of the FCC rules and regulations and the provisions
of local franchising authorities. Accordingly, no provision has been made in the
financial statements for any potential refunds. These rules and regulations are,
however, subject to judgmental interpretations, and the impact of potential rate
changes or refunds ordered by local franchising authorities or the FCC could
cause the Company to make refunds and/or lower its rates for regulated services
in the future.

12. SETTLEMENT OF CLAIM

In March 1997, the Company settled certain litigation in which the Company
was seeking damages related to a previous year's acquisition. The Company
received approximately $3.5 million in the settlement. A receivable of $500,000
existed at December 31, 1996 related to this claim. The net proceeds of $3
million were recorded as a reduction of goodwill.

13. SUBSEQUENT EVENTS

CLAIM SETTLEMENT

In February 1998, CCI settled claims that arose in conjunction with divorce
proceedings of an officer of CCI. CCI agreed to purchase certain stock of CCI in
which the officer's wife held a community property interest and provide monetary
consideration for the release of the claims. Total payments related to the
settlement, including $900,000 for the repurchase of CCI stock from the
officer's wife, will approximate $1.1 million. Payments will commence in 1998.
The related expenses, included legal, consultant and other fees of approximately
$1,035,000 are included in corporate overhead expenses of the Company in 1997.
The Company has paid certain legal fees related to these proceedings on behalf
of the officer. These amounts, approximately $200,000, are recorded as a
receivable as of December 31, 1997.

F-17
<PAGE> 118
CLASSIC CABLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ACQUISITION

In July 1998, the Company acquired certain assets of Cable One, Inc.
serving communities in four states for approximately $41.7 million (the "Cable
One Acquisition"). The purchase was financed from proceeds of the private debt
offerings of the Company and CCI. (See Debt Offering below).

The following summarized unaudited pro forma financial information assumes
the Cable One Acquisition had occurred on January 1, 1998 and 1997,
respectively. The following pro forma information is not necessarily indicative
of the results that would have occurred had the transaction been completed at
the beginning of the period indicated, nor is it indicative of future operating
results (in thousands):

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1998 1997
------- -------
<S> <C> <C>
Revenues.................................................... $37,897 $35,812
Net Loss.................................................... $(7,450) $(3,240)
</TABLE>

DEBT OFFERING

In July 1998, CCI issued $60.0 million gross proceeds ($114.0 million in
aggregate principal amount at maturity) of 13.25% Senior Discount Notes due 2009
and the Company issued $125.0 million of 9.875% Senior Subordinated Notes due
2008. Concurrently with the offering, the Company entered into a New Senior
Credit Agreement. The proceeds from these transactions were approximately $280.2
million and were used to (a) fund the acquisition of certain assets of Cable
One, Inc., (b) redeem existing CCI preferred stock, (c) retire the outstanding
CCI subordinated debt, (d) repay the Senior Credit Agreement and other
outstanding debt and (e) pay fees and expenses of these transactions.

The New Senior Credit Agreement consists of a $50.0 million Reducing
Revolving Credit Facility which matures in 2006 and a $75.0 million Term Loan
Facility which matures in 2007. Mandatory payments commence in 2001. Interest is
based upon either a LIBOR rate plus an applicable margin or, at the option of
the Company, a base rate plus an applicable margin.

The Senior Discount Notes were sold in units that consisted of a $1,000
note and three shares of CCI common stock. CCI shares issued in connection with
the offering totaled 342,000.

MERGER

Effective September 15, 1998, all subsidiaries of Universal Cable Holdings,
Inc. (the "Universal Subsidiaries") were merged with and into Universal Cable
Holdings, Inc., a wholly owned subsidiary of Classic Cable, Inc. As a result of
the merger, the Universal Subsidiaries ceased to be separate entities, and
former third party shareholders of the Universal Subsidiaries who owned 25% of
the stock of each of the Universal Subsidiaries received approximately $50,000
in the aggregate for their shares. All subsidiaries of Classic Cable, Inc. are
now wholly owned by Classic Cable, Inc.

F-18
<PAGE> 119

CLASSIC CABLE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998
(IN THOUSANDS)

ASSETS

<TABLE>
<S> <C>
Cash and cash equivalents................................... $ 1,845
Accounts receivable, net.................................... 4,836
Prepaid expenses............................................ 616
Property, plant, and equipment.............................. 101,051
Less accumulated depreciation............................... (33,716)
--------
67,335
Deferred financing cost, net................................ 3,852
Advances to parent.......................................... 360
Intangible assets:
Subscriber relationships.................................. 82,351
Franchise rights.......................................... 59,149
Noncompete agreements..................................... 11,946
Organization costs........................................ 228
Goodwill.................................................. 39,695
--------
193,383
Less accumulated amortization............................... (60,760)
--------
132,609
--------
Total Assets...................................... $211,453
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable.......................................... $ 313
Subscriber deposits and unearned income................... 4,081
Other accrued expenses.................................... 4,840
Accrued interest.......................................... 2,056
Deferred taxes, net....................................... 1,914
Bank debt................................................. 189,157
--------
Total liabilities................................. 202,301
8% Cumulative Redeemable Preferred Stock.................... 1,292
Stockholders' equity:
Common stock.............................................. --
Paid in capital........................................... 60,478
Accumulated deficit....................................... (52,678)
--------
Total stockholders' equity........................ 7,800
--------
Total liabilities and stockholders' equity........ $211,453
========
</TABLE>

See notes to unaudited pro forma condensed consolidated financial statements.

F-19
<PAGE> 120

CLASSIC CABLE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 AND 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
1997 1998
------- --------
<S> <C> <C>
Revenues.................................................... $30,221 $ 32,214
Operating expenses:
Programming............................................... 7,381 8,204
Plant and operating....................................... 3,640 3,865
General and administrative................................ 4,940 4,628
Marketing and advertising................................. 234 340
Corporate overhead........................................ 1,182 783
Depreciation and amortization............................. 13,893 14,169
------- --------
Earnings/(loss) from operations............................. (1,049) 225
Interest expense............................................ (9,740) (10,223)
Gain on Sale of System...................................... 3,644 --
Other income................................................ 39 64
------- --------
Loss before income taxes.................................... (7,106) (9,934)
Income tax benefit.......................................... 2,608 1,371
------- --------
Net loss.................................................... $(4,498) $ (8,563)
======= ========
</TABLE>

See notes to unaudited pro forma condensed consolidated financial statements.

F-20
<PAGE> 121

CLASSIC CABLE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
SIX MONTHS ENDING
JUNE 30,
------------------
1997 1998
------- -------
<S> <C> <C>
CASH FROM OPERATIONS........................................ $ 3,844 $ 4,525

INVESTING ACTIVITIES
Purchases of property, plant and equipment.................. (4,834) (4,201)
Payments for franchise rights, noncompete agreements, and
other intangibles......................................... (288) (18)
Net proceeds from sale of cable system...................... 6,189 --
Net proceeds from litigation settlement..................... 2,928 --
------- -------
Net cash provided by (used in) investing activities......... 3,995 (4,219)

FINANCING ACTIVITIES
Proceeds from borrowings, net of related fees:.............. -- 1,015
Repayments of bank debt..................................... (7,207) (42)
Cash dividends paid on TVE preferred stock.................. (50) (50)
------- -------
Net cash provided by (used in) financing activities......... (7,257) 923

Decrease in cash and cash equivalents....................... 582 1,229
Cash and cash equivalents at beginning of period............ 653 616
------- -------
Cash and cash equivalents at end of period.................. $ 1,235 $ 1,845
======= =======
</TABLE>

See notes to unaudited pro forma condensed consolidated financial statements.

F-21
<PAGE> 122

CLASSIC CABLE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 1998

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Classic Cable, Inc. (the "Company"), have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six-month period ended June 30, 1998 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, which is
required to be adopted in years beginning after June 15, 1999. Because of the
Company's minimal use of derivatives, management does not anticipate that the
adoption of the new Statement will have a significant effect on earnings or the
financial position of the Company.

3. VALUATION ACCOUNTS

<TABLE>
<CAPTION>
CHARGED
BALANCE AT TO COSTS
FOR THE SIX MONTHS BEGINNING OF AND BALANCE AT
ENDED PERIOD EXPENSES DEDUCTIONS END OF PERIOD
------------------------ ------------ --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
June 30, 1997......................... $512,500 $759,786 $(984,529) $287,757
June 30, 1998......................... $762,114 $297,276 $(877,243) $182,147
</TABLE>

4. PROMISSORY NOTES

In February 1998, Classic Communications, Inc. ("CCI"), the Company's
parent, settled claims that arose in conjunction with divorce proceedings of an
officer of CCI. CCI agreed to purchase certain of its stock in which the
officer's wife held a community property interest and provide monetary
compensation for the release of the claims, CCI acquired for $900,000 ($250,000
cash and $650,000 of promissory notes) 101,538 shares of its Common Stock
(76,350 of which were originally awarded under the CCI 1996 Restricted Stock
Award Program). The Company recognized expenses related to this transaction in
1997.

Both promissory notes accrue interest at 7% per annum. The promissory note
for $250,000 requires quarterly interest payments and monthly principal payments
of $10,000. The promissory note for $400,000 requires quarterly interest
payments with all principal due in 2003. Both notes become due and payable upon
a "Major Corporate Event" as defined.

5. INCOME TAXES

The Company recorded an income tax provision for the six months ended June
30, 1998 at an effective tax rate of approximately 13.8% which is based on the
Company's anticipated results for the year. The effective tax rates for the six
months ended June 30, 1998 and June 30, 1997 differ primarily due to an increase
in the valuation allowance against deferred tax assets. The Company believes it
is more likely than not that such deferred tax assets will not be utilized in
the near term.

The Company's benefit for income taxes differs from the amount computed by
applying the statutory rate to loss before income taxes primarily due to the
impact of permanent differences, an increase in the valuation allowance and
other items as discussed above.

F-22
<PAGE> 123

6. CONTINGENCIES

CCI has no assets other than its investment in the Company, its wholly
owned subsidiary. CCI does have certain obligations that currently would require
resources of the Company if CCI were to satisfy these obligations.

7. SUBSEQUENT EVENTS

ACQUISITION

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1998 1997
------- -------
<S> <C> <C>
Revenues......................................... $37,897 $35,812
Net Loss......................................... $(7,450) $(3,240)
</TABLE>

DEBT OFFERING

The Senior Discount Notes were sold in units that consisted of a $1,000
note and three shares of CCI common stock. CCI shares issued in connection with
the offering totaled 342,000.

MERGER

F-23
<PAGE> 124

CLASSIC CABLE, INC.

INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<S> <C>
CLASSIC CABLE, INC.
Unaudited Pro Forma Condensed Consolidated Financial
Information........................................... P-2
Unaudited Pro Forma Condensed Consolidated Balance
Sheet as of June 30, 1998............................. P-3
Notes to Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of June 30, 1998..................... P-4
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1997....... P-5
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the six months ended June 30, 1998..... P-6
Notes to Unaudited Pro Forma Condensed Consolidated
Statements of Operations.............................. P-7
</TABLE>

P-1
<PAGE> 125

CLASSIC CABLE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following Unaudited Pro Forma Condensed Consolidated Financial
Information of the Company is based on audited and unaudited financial
statements of the Company included elsewhere herein, and unaudited financial
information of Cable One. The unaudited pro forma adjustments are based upon
available information and certain assumptions that the Company believes are
reasonable. The Unaudited Pro Forma Condensed Consolidated Financial Information
and accompanying notes should be read in conjunction with the historical
financial statements of the Company and the respective notes thereto, and
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" appearing elsewhere in the Offering Memorandum.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet has been
prepared to give effect to the Financing Plan as if it had occurred on June 30,
1998. The Unaudited Pro Forma Condensed Consolidated Statements of Operations
have been prepared to give effect to the Financing Plan as if it had occurred on
January 1, 1997. Pro Forma Condensed Consolidated Financial Information reflect
the Company's allocation of the purchase price for the Cable One Acquisition
based upon the Company's current estimates of the values of the assets acquired
and liabilities assumed. The final purchase price and the allocation thereof may
vary as additional information is obtained and, accordingly, the ultimate
allocation may differ from those used in the unaudited pro forma financial
information.

The Unaudited Pro Forma Condensed Consolidated Financial Information does
not purport to be indicative of the results that would have been obtained had
such transactions been completed as of the assumed dates and for the periods
presented, or that may be obtained in the future.

P-2
<PAGE> 126

CLASSIC CABLE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998
(DOLLARS IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
CLASSIC CABLE
CABLE ONE ADJUSTMENTS PRO FORMA
-------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Cash and cash equivalents....................... $ 1,845 $ 27 $ (27)(a)
3,189(b) $ 5,034
Accounts receivable, net........................ 4,836 1,023 -- 5,859
Prepaid assets.................................. 616 (20) -- 596
Property, plant and equipment................... 101,051 20,996 (8,129)(c) 113,918
Less accumulated depreciation................... (33,716) (14,604) 14,604(d) (33,716)
-------- -------- --------- --------
67,335 6,392 6,475 80,702
Intercompany receivable......................... 360 -- -- 360
Deferred financing costs, net................... 3,852 -- 6,926(e)
(3,852)(f) 6,926
Intangible assets:
Subscriber relationships...................... 82,351 -- -- 82,351
Franchise rights.............................. 59,149 284 (284)(g)
20,220(h) 79,653
Noncompete agreements......................... 11,946 -- 2,878(i) 14,824
Organization costs............................ 228 -- -- 228
Goodwill...................................... 39,695 1,010 (1,010)(j)
6,115(k) 45,810
-------- -------- --------- --------
193,369 1,294 28,203 222,866
Less accumulated amortization................. (60,760) (105) 105(l) (60,760)
-------- -------- --------- --------
132,609 1,189 28,308 162,106
-------- -------- --------- --------
Total assets.......................... $211,453 $ 8,611 $ 41,019 $261,083
======== ======== ========= ========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable.............................. $ 313 $ -- $ -- $ 313
Subscriber deposits and unearned income....... 4,081 908 -- 4,989
Other accrued expenses........................ 4,840 789 -- 5,629
Accrued interest.............................. 2,056 -- -- 2,056
Bank debt..................................... 189,157 -- 95,800(m)
(190,225)(n)
1,675(p) 96,407
Senior subordinated notes..................... 124,413(q) 124,413
Deferred taxes, net........................... 1,914 -- -- 1,914
-------- -------- --------- --------
Total liabilities..................... 202,361 1,697 31,663 232,766
8% Cumulative Redeemable Preferred Stock........ 1,292 -- (1,292)(r) --
Stockholders' equity:
Common Stock.................................. -- -- -- --
Additional paid-in capital.................... 60,478 4,015 23,089(s)
(4,015)(t) 83,567
Accumulated deficit........................... (52,678) 2,899 (2,899)(u)
(3,852)
(1,675)(p) (58,205)
-------- -------- --------- --------
Total stockholders' equity............ 7,800 6,914 10,648 25,362
-------- -------- --------- --------
Total liabilities and stockholders'
equity.............................. $211,453 $ 8,611 $ 41,019 $261,083
======== ======== ========= ========
</TABLE>

See notes to unaudited pro forma condensed consolidated balance sheet.

P-3
<PAGE> 127

CLASSIC CABLE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998

The following pro forma adjustments to the unaudited condensed consolidated
balance sheet assume the Financing Plan had been consummated on June 30, 1998.

The Cable One Acquisition will be accounted for using the purchase method.
The cost of the acquisition will be allocated to the fair value of the assets
acquired as of the closing date, based upon valuations which are not yet
complete. Accordingly, the allocations of the purchase price may change upon
completion of the acquisition. This pending acquisition is dependent upon
obtaining various approvals and sufficient financing.

The estimated purchase price of the Cable One Acquisition and preliminary
allocations are as follows (in thousands):

<TABLE>
<S> <C>
Purchase price of the Cable One Acquisition................. $ 41,670
========
Net equity of the Cable One Acquisition at June 30, 1998
(book value of net assets):
Paid in capital........................................... $ 4,015(t)
Retained earnings......................................... 2,899(u)
--------
6,914
Assets not acquired:
Cash...................................................... (27)(a)
Eliminate intangible assets previously recorded by Cable
One:
Franchise rights.......................................... (284)(g)
Goodwill.................................................. (1,010)(j)
Accumulated amortization.................................. 105(l)
Adjustments to record assets at fair value:
Property, plant and equipment............................. (8,129)(c)
Eliminate accumulated depreciation........................ 14,604(d)
Franchise rights.......................................... 20,504(h)
Noncompete agreements..................................... 2,878(i)
Goodwill.................................................. 6,115(k)
--------
$ 41,670
========
</TABLE>

Sources and uses of funds for the Financing Plan are as follows (in
thousands):

<TABLE>
<S> <C>
Sources of funds:
Proceeds from the New Senior Credit Agreement............. $ 95,800(m)
Proceeds from the sale of the Notes (less unamortized
discount of $587)...................................... 124,413(q)
Capital contributions from CCI............................ 23,089(s)
--------
Total sources of funds............................ $243,302
========
Uses of funds:
Cable One Acquisition..................................... $ 41,670
Retirement of TVE Preferred Stock......................... 1,292(r)
Prepayment of Existing Senior Credit Agreement............ 190,225(n)
Estimated fees and expenses............................... 6,926(e)
Working capital........................................... 3,189(b)
--------
Total uses of funds............................... $243,302
========
</TABLE>

Concurrent with the Financing Plan, the Company will write off the
following items related to the Existing Senior Credit Agreement and the
Preferred Stock (in thousands):

<TABLE>
<S> <C>
Unamortized deferred financing costs........................ $3,852(f)
Unamortized discount -- Existing Senior Credit Agreement.... $1,675(p)
</TABLE>

P-4
<PAGE> 128

CLASSIC CABLE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
CLASSIC CABLE
CABLE ONE ADJUSTMENTS PRO FORMA
-------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues.......................................... $ 60,995 $11,182 $ -- $ 72,177
Operating Expenses:
Programming..................................... 14,916 2,634 -- 17,550
Plant and operating............................. 7,622 1,415 -- 9,037
General and administrative...................... 9,257 1,768 -- 11,025
Marketing and advertising....................... 438 112 -- 550
Corporate overhead.............................. 2,888 902 -- 3,790
Depreciation and amortization................... 27,832 1,148 5,078(a) 34,058
-------- ------- -------- --------
Earnings (loss) from operations................... (1,958) 3,203 (5,078) (3,833)
Interest expense.................................. (20,760) -- (1,688)(b) (22,448)
Gain on sale of cable system...................... 3,644 -- -- 3,644
Write-off of abandoned telephone operations and
accrual of related costs........................ (500) -- -- (500)
Other income...................................... 72 854 (736)(c) 190
-------- ------- -------- --------
Earnings (loss) before income taxes............... (19,502) 4,057 (7,502) (22,947)
Income tax benefit................................ 7,149 -- 1,320(d) 8,469
-------- ------- -------- --------
Net income (loss)................................. $(12,353) $ 4,057 $ (6,182) $(14,478)
======== ======= ======== ========
</TABLE>

See notes to unaudited pro forma condensed consolidated statement of operations.

P-5
<PAGE> 129

CLASSIC CABLE, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
CLASSIC CABLE
CABLE ONE ADJUSTMENTS PRO FORMA
-------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues........................................... $ 32,214 $5,683 $ -- $ 37,897
Operating Expenses:
Programming...................................... 8,204 1,531 -- 9,735
Plant and operating.............................. 3,865 703 -- 4,568
General and administrative....................... 4,628 917 -- 5,545
Marketing and advertising........................ 340 79 -- 419
Corporate overhead............................... 783 -- -- 783
Depreciation and amortization.................... 14,169 650 2,536(a) 17,355
-------- ------ ------- --------
Earnings (loss) from operations.................... 225 1,803 (2,536) (508)
Interest expense................................... (10,223) -- (766)(b) (10,989)
Other (expense) income............................. 64 (510) -- (446)
-------- ------ ------- --------
Earnings (loss) before income taxes................ (9,934) 1,293 (3,302) (11,943)
Income tax benefit................................. 1,371 -- (642)(d) 729
-------- ------ ------- --------
Net income (loss).................................. $ (8,563) $1,293 $(3,944) $(11,214)
======== ====== ======= ========
</TABLE>

See notes to unaudited pro forma condensed consolidated statement of operations.

P-6
<PAGE> 130

CLASSIC CABLE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

The accompanying Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the year ended December 31, 1997 and the six months ended June
30, 1998 reflect the pro forma adjustments described below as if the Financing
Plan occurred on January 1, 1997. The Unaudited Pro Forma Condensed Consolidated
Statements of Operations combine the historical results of operations of the
Company with those of Cable One. These statements reflect the following
adjustments for the period indicated:

(a) Represents pro forma adjustments to depreciation and amortization
in connection with the Cable One Acquisition. The depreciation and
amortization expense of property, plant and equipment and intangible assets
acquired, net of elimination of depreciation and amortization expense on
historical assets, is as follows:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ----------
<S> <C> <C>
Depreciation and amortization expense on the
purchased basis of property, plant and equipment
and intangible assets acquired (weighted average
life of 7.0 years)................................. $ 6,226 $3,186
Elimination of historical depreciation and
amortization expense............................... (1,148) (650)
------- ------
Total adjustment to depreciation and
amortization............................. $ 5,078 $2,536
======= ======
</TABLE>

(b) Represents (i) interest expense on the New Senior Credit Agreement
using an estimated weighted average interest rate of 8.1% per annum, (ii)
interest expense on the Notes using a rate of 9.875% per annum, (iii)
discount amortization on the Notes, (iv) amortization expense of deferred
financing fees related to the new debt under the Financing Plan and (v)
elimination of historical interest expense from the repayment of the
Existing Senior Credit Agreement with proceeds from the Financing Plan and
elimination of the related amortization of deferred financing costs, as
follows:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ----------
<S> <C> <C>
Interest expense on the New Senior Credit
Agreement.......................................... $ 7,792 $ 3,896
Interest expense on the Notes........................ 12,344 6,172
Discount amortization on the Notes................... 59 30
Amortization expense of deferred financing fees
related to the Financing Plan...................... 760 380
Elimination of historical interest expense on the
Existing Senior Credit Agreement and subordinated
debt and related amortization of deferred financing
costs.............................................. (19,267)* (9,712)*
-------- -------
Total adjustment to interest expense....... $ 1,688 $ (766)
======== =======
</TABLE>

- ---------------

* includes an extraordinary loss from early extinguishment of debt of
approximately $5.5 million, pre-tax.

P-7
<PAGE> 131
CLASSIC CABLE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS -- (CONTINUED)
(DOLLARS IN THOUSANDS)

(d) Represents the (i) tax effect of pro forma adjustments, (ii) the
tax applicable to the Cable One Acquisition (at an assumed effective tax
rate of 38.29% for 1997 and 13.9% for 1998), and (iii) the effect of
recording a valuation allowance on excess deferred tax assets arising from
pro forma adjustments as follows:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
<S> <C> <C>
Tax effect of pro forma adjustments................ $ 2,873 $ 459
Tax applicable to the Cable One Acquisition........ (1,553) (180)
Effect of valuation allowance...................... -- (921)
------- -----
Total adjustment to income tax benefit... $ 1,320 $(642)
======= =====
</TABLE>

P-8
<PAGE> 132

- ------------------------------------------------------
- ------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY
OTHER THAN THE NOTES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH
IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary............................... 1
Risk Factors.......................... 11
Use of Proceeds....................... 17
Capitalization........................ 18
Selected Historical and Pro Forma
Consolidated Financial and Operating
Data................................ 19
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 22
Business.............................. 29
Legislation and Regulation............ 41
Management............................ 50
Certain Relationships and Related
Transactions........................ 54
Principal Stockholders................ 55
Credit Arrangements of the Company.... 56
The Exchange Offer.................... 57
Description of the New Notes.......... 64
Certain United States Federal Income
Tax Considerations.................. 91
Plan of Distribution.................. 97
Legal Matters......................... 97
Experts............................... 97
Index to Historical Financial
Statements.......................... F-1
Index to Pro Forma Condensed
Consolidated Financial
Information......................... P-1
</TABLE>

UNTIL , 1998, ALL DEALERS EFFECTING TRANSACTIONS IN THE NEW
NOTES, WHETHER OR NOT PARTICIPATING IN THE EXCHANGE OFFER, MAY BE REQUIRED TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------

OFFER TO EXCHANGE
ALL OUTSTANDING
9 7/8% SENIOR SUBORDINATED
NOTES DUE 2008
FOR
9 7/8% SENIOR SUBORDINATED
NOTES DUE 2008 OF

[CLASSIC CABLE LOGO]

CLASSIC CABLE, INC.
------------------------

PROSPECTUS

------------------------
, 1998

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 133

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") grants each corporation organized thereunder, such as the Registrant,
the power to indemnify its directors and officers against liabilities for
certain of their acts. Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder, such as
the Registrant, eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for certain breaches of
fiduciary duty as a director except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. Article Eighth of the Registrant's Certificate of
Incorporation has eliminated the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL.

Article 11 of the Registrant's Certificate of Incorporation provides as
follows: The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(whether or not by or in the right of the Corporation) by reason of the fact
that he is or was a director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), liability, loss,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding to the fullest extent
permitted by either (i) any applicable law in effect on the date of
incorporation of the Corporation, or (ii) any law which becomes effective during
the existence of the Corporation and which is applicable to it.

Article 8 of the Registrant's By-Laws provides as follows: To the extent
permitted by law, the Corporation shall indemnify any person against any and all
judgments, fines, amounts paid in settling or otherwise disposing of actions or
threatened actions, and expenses in connection therewith, incurred by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

The foregoing statements are subject to the detailed provisions of Section
102(b)(7) of the DGCL, Article 11 of the Certificate of Incorporation of the
Registrant and Article 8 of the By-Laws of the Registrant, as applicable.

The foregoing discussion is qualified in its entirety by reference to the
DGCL and the Registrant's Certificate of Incorporation and By-Laws.

II-1
<PAGE> 134

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
3.1 -- Classic Cable, Inc. Certificate of Incorporation dated
April 29, 1995.
3.2 -- Classic Cable, Inc. Bylaws.
3.3 -- Classic Cable Holding, Inc. Certificate of Incorporation
dated December 1, 1996.
3.4 -- Classic Cable Holding, Inc. Bylaws.
3.5 -- Ponca Holdings, Inc. Certificate of Incorporation dated
May 3, 1991, as amended.
3.6 -- Ponca Holdings, Inc. Bylaws.
3.7 -- Classic Telephone, Inc. Certificate of Incorporation
dated November 22, 1994.
3.8 -- Classic Telephone, Inc. Bylaws.
3.9 -- Universal Cable Holdings, Inc. Certificate of
Incorporation dated October 17, 1985, as amended.
3.10 -- Universal Cable Holdings, Inc. Bylaws.
3.17 -- WT Acquisition Corporation Articles of Incorporation
dated August 14, 1992, as amended.
3.18 -- WT Acquisition Corporation Bylaws.
3.19 -- W.K. Communications, Inc. Certificate of Incorporation
dated June 11, 1987, as amended.
3.20 -- W.K. Communications, Inc. Bylaws.
3.21 -- Television Enterprises, Inc. Certificate of Incorporation
dated August 12, 1965, as amended.
3.22 -- Television Enterprises, Inc. Bylaws.
3.23 -- Black Creek Communications, L.P. Certificate of Limited
Partnership dated May 19, 1998.
3.24 -- Black Creek Communications, L.P. Limited Partnership
Agreement.
3.25 -- Black Creek Management, L.L.C. Articles of Organization
dated May 19, 1998.
3.26 -- Black Creek Management, L.L.C. Regulations.
4.1 -- Indenture for $125,000,000 9 7/8% Senior Subordinated
Notes due 2008, dated as of July 29, 1998 among Classic
Cable, Inc., as Issuer, and the Subsidiary Guarantors
listed on the Appendix thereto, and Chase Bank of Texas,
National Association, as Trustee.
4.2 -- Form of Global Note.
</TABLE>

II-2
<PAGE> 135

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
4.3 -- Registration Rights Agreement dated as of July 29, 1998,
by and among Classic Cable, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Goldman, Sachs &
Co.
5.1 -- Opinion of Winstead Sechrest & Minick P.C. regarding
enforceability and issuance of the securities, including
consent.
8.1 -- Opinion of Winstead Sechrest & Minick P.C. regarding
certain federal income tax matters, including consent.
10.1 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and J. Merritt Belisle.
10.2 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and Steven E. Seach.
10.3 -- Credit Agreement among Classic Cable, Inc. as Borrower,
the Lenders Parties thereto, Union Bank of California,
N.A. and Goldman Sachs Credit Partners L.P. as
Co-Arrangers, Goldman Sachs Credit partners L.P., as
Syndication Agent and Union Bank of California, N.A., as
Administrative and Documentation Agent, dated as of July
29, 1998.
10.4 -- Asset Purchase Agreement dated May 14, 1998 by and
between Cable One, Inc. and Black Creek Communications,
Inc., as assigned to Black Creek Communications, L.P., as
Purchaser pursuant to that certain Assignment of Asset
Purchase Agreement dated as of June 19, 1998 and as
amended by that certain Amendment No. 1 to Asset Purchase
Agreement dated July 15, 1998.
12.1 -- Statement of Earnings to Fixed Charges.
21.1 -- Subsidiaries of Classic Cable, Inc.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Winstead Sechrest & Minick P.C. (included
within Exhibits 5.1 and 8.1 of this Registration
Statement).
24.1 -- Powers of Attorney (included as part of signature page of
this Registration Statement).
25.1 -- Statement of Eligibility on Form T-1 of Chase Bank of
Texas, National Association, as Trustee, including
consent.
27.1 -- Financial Data Schedule.
99.1 -- Form of Transmittal Letter with respect to the Exchange
Offer (to be filed by amendment).
99.2 -- Form of Notice of Guaranteed Delivery with respect to the
Exchange Offer (to be filed by amendment).
</TABLE>

All other schedules are omitted because the required information is
included in the Consolidated Financial Statements or the Notes thereto or is
otherwise inapplicable.

ITEM 22. UNDERTAKINGS

(a) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or

II-3
<PAGE> 136

in the aggregate, represent a fundamental change in the information set
forth in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to this request.

(c) The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement.

(d) The undersigned Registrants hereby undertake as follows: That prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this Registration Statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issues
undertake that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other Items of the applicable form.

(e) The Registrants undertake that every prospectus (i) that is filed
pursuant to paragraph
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act is used in connection with an offering of securities subject
to Rule 415 (sec. 230.415 of this chapter), will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 137

(f) The undersigned Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time was it declared effective.

(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 138

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF AUSTIN, STATE OF TEXAS, ON
THE 17TH DAY OF SEPTEMBER, 1998.

CLASSIC CABLE, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Merritt Belisle and Steven E. Seach, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including without
limitation post-effective amendments and any subsequent registration statement
filed pursuant to Rule 462(b) or 462(d) under the Securities Act of 1933) to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all interests and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chairman of the Board and September 17, 1998
- ----------------------------------------------------- Chief Executive Officer
J. Merritt Belisle and a Director (Principal
Executive Officer)

/s/ STEVEN E. SEACH President and Chief September 17, 1998
- ----------------------------------------------------- Financial Officer
Steven E. Seach (Principal Financial
Officer and Principal
Accounting Officer)

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-6
<PAGE> 139

SIGNATURES

CLASSIC CABLE HOLDING, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-7
<PAGE> 140

SIGNATURES

PONCA HOLDINGS, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-8
<PAGE> 141

SIGNATURES

CLASSIC TELEPHONE, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-9
<PAGE> 142

SIGNATURES

UNIVERSAL CABLE HOLDINGS, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-10
<PAGE> 143

SIGNATURES

WT ACQUISITION CORPORATION

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-14
<PAGE> 144

SIGNATURES

W.K. COMMUNICATIONS, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-15
<PAGE> 145

SIGNATURES

TELEVISION ENTERPRISES, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-16
<PAGE> 146

SIGNATURES

BLACK CREEK COMMUNICATIONS, L.P.
BY: BLACK CREEK MANAGEMENT, L.L.C.
Its General Partner

By: /s/ J. MERRITT BELISLE
------------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-17
<PAGE> 147

SIGNATURES

BLACK CREEK MANAGEMENT, L.L.C.

By: /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle,
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ JEFFERY C. GARVEY Director September 17, 1998
- -----------------------------------------------------
Jeffery C. Garvey
</TABLE>

II-18
<PAGE> 148

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. NAME
------- ----
<C> <S>
3.1 -- Classic Cable, Inc. Certificate of Incorporation dated
April 29, 1995.
3.2 -- Classic Cable, Inc. Bylaws.
3.3 -- Classic Cable Holding, Inc. Certificate of Incorporation
dated December 1, 1996.
3.4 -- Classic Cable Holding, Inc. Bylaws.
3.5 -- Ponca Holdings, Inc. Certificate of Incorporation dated
May 3, 1991, as amended.
3.6 -- Ponca Holdings, Inc. Bylaws.
3.7 -- Classic Telephone, Inc. Certificate of Incorporation
dated November 22, 1994.
3.8 -- Classic Telephone, Inc. Bylaws.
3.9 -- Universal Cable Holdings, Inc. Certificate of
Incorporation dated October 17, 1985, as amended.
3.10 -- Universal Cable Holdings, Inc. Bylaws.
3.17 -- WT Acquisition Corporation Articles of Incorporation
dated August 14, 1992, as amended.
3.18 -- WT Acquisition Corporation Bylaws.
3.19 -- W.K. Communications, Inc. Certificate of Incorporation
dated June 11, 1987, as amended.
3.20 -- W.K. Communications, Inc. Bylaws.
3.21 -- Television Enterprises, Inc. Certificate of Incorporation
dated August 12, 1965, as amended.
3.22 -- Television Enterprises, Inc. Bylaws.
3.23 -- Black Creek Communications, L.P. Certificate of Limited
Partnership dated May 19, 1998.
3.24 -- Black Creek Communications, L.P. Limited Partnership
Agreement.
3.25 -- Black Creek Management, L.L.C. Articles of Organization
dated May 19, 1998.
3.26 -- Black Creek Management, L.L.C. Regulations.
4.1 -- Indenture for $125,000,000 9 7/8% Senior Subordinated
Notes due 2008, dated as of July 29, 1998 among Classic
Cable, Inc., as Issuer, and the Subsidiary Guarantors
listed on the Appendix thereto, and Chase Bank of Texas,
National Association, as Trustee.
4.2 -- Form of Global Note.
4.3 -- Registration Rights Agreement dated as of July 29, 1998,
by and among Classic Cable, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Goldman, Sachs &
Co.
5.1 -- Opinion of Winstead Sechrest & Minick P.C. regarding
enforceability and issuance of the securities, including
consent.
8.1 -- Opinion of Winstead Sechrest & Minick P.C. regarding
certain federal income tax matters, including consent.
</TABLE>
<PAGE> 149

<TABLE>
<CAPTION>
EXHIBIT
NO. NAME
------- ----
<C> <S>
10.1 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and J. Merritt Belisle.
10.2 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and Steven E. Seach.
10.3 -- Credit Agreement among Classic Cable, Inc. as Borrower,
the Lenders Parties thereto, Union Bank of California,
N.A. and Goldman Sachs Credit Partners L.P. as
Co-Arrangers, Goldman Sachs Credit Partners L.P., as
Syndication Agent and Union Bank of California, N.A., as
Administrative and Documentation Agent, dated as of July
29, 1998.
10.4 -- Asset Purchase Agreement dated May 14, 1998 by and
between Cable One, Inc. and Black Creek Communications,
Inc., as assigned to Black Creek Communications, L.P., as
Purchaser pursuant to that certain Assignment of Asset
Purchase Agreement dated as of June 19, 1998 and as
amended by that certain Amendment No. 1 to Asset Purchase
Agreement dated July 15, 1998.
12.1 -- Statement of Earnings to Fixed Charges.
21.1 -- Subsidiaries of Classic Cable, Inc.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Winstead Sechrest & Minick P.C. (included
within Exhibits 5.1 and 8.1 of this Registration
Statement).
24.1 -- Powers of Attorney (included as part of signature page of
this Registration Statement).
25.1 -- Statement of Eligibility on Form T-1 of Chase Bank of
Texas, National Association, as Trustee, including
consent.
27.1 -- Financial Data Schedule.
99.1 -- Form of Transmittal Letter with respect to the Exchange
Offer (to be filed by amendment).
99.2 -- Form of Notice of Guaranteed Delivery with respect to the
Exchange Offer (to be filed by amendment).
</TABLE>

<PAGE> 1
EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

CLASSIC CABLE, INC.

THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

1. Name. The name of the corporation is Classic Cable, Inc. (the
"Corporation").

2. Duration. The Corporation is to have perpetual existence.

3. Purpose. The Purpose for which the Corporation is organized is to
engage in any and all lawful acts and activities for which corporations may be
organized under the General Corporation Law of the State of Delaware.

4. Authorized Shares. The aggregate number of shares that the
Corporation shall have authority to issue is 1,000 with the par value of $.01
per share. All of such shares shall be designated "Common Stock."

5 Registered Office, Agent. The registered office of the Corporation is
to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

7. Incorporator. The name and address of the incorporator is as
follows:

Thomas L. Hall
100 Congress Avenue, Suite 800
Austin TX 78701

8. Initial Director. The powers of the incorporator shall terminate
upon the filing of this certificate and the following person shall serve as the
sole director of the corporation until his successors are duly elected and
qualified:

J. Merritt Belisle
515 Congress Avenue, Suite 2626
Austin TX 78701

9. Arrangement with Creditors. The following provisions are included
for the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:

(a) The Board of Directors of the Corporation shall have the
power, without the assent or vote of the stockholders, to adopt, amend
or repeal the bylaws of the Corporation in such manner and subject to
such limitations, if any, as shall be set forth in the bylaws.

<PAGE> 2

(b) Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court
of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under the provisions of section 291 of
Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case
may be, agree to any reorganization of this Corporation as consequence
of such compromise or arrangement, the said compromise or arrangement
and the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

10. Director Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, a director of the Corporation shall not be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director.

11. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), liability, loss, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the fullest extent permitted by either
(i) any applicable law in effect on the date of incorporation of the
Corporation, or (ii) any law which becomes effective during the existence of the
Corporation and which is applicable to it.

12. Bylaws. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the bylaws of the Corporation.

13. Election of Directors. Elections of directors need not be by
written ballot unless the by-laws of the Corporation shall so provide.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, hereby declaring and certifying that the facts herein stated
are true, and accordingly have hereunto set my hand this 25th day of April,
1995.

/s/ THOMAS L. HALL
--------------------------------------
Thomas L. Hall, Incorporator

<PAGE> 1
CLASSIC CABLE, INC.

BYLAWS

ARTICLE I.
OFFICES

Section 1.1. Registered Office. The registered office of the
Corporation within the State of Delaware shall be located at the principal place
of business in said state of such corporation or individual acting as the
Corporation's registered agent in Delaware.

Section 1.2. Other Offices. The Corporation may also have
offices and places of business at such other places both within and without the
State of Delaware as the Board of Directors may from time to time determine or
the business of the Corporation may require.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 2.1. Place of Meetings. All meetings of shareholders
shall be held at the principal office of the Corporation, or at such other place
within or without the State of Delaware as shall be stated in the notice of the
meeting or in a duly executed waiver or notice thereof.

Section 2.2. Annual Meetings. The annual meeting of
stockholders shall be held at such time on such day, other than a legal holiday,
in the third month next succeeding the month in which the fiscal year of the
Corporation ends, as the Board of Directors in each such year determines. At the
annual meeting, the stockholders entitled to vote for the election of directors
shall elect, by a plurality vote, a Board of Directors and transact such other
business as may properly come before the meeting.

Section 2.3. Special Meetings. Special meetings of
shareholders, for any purpose or purposes, may be called by the President or the
Board of Directors and shall be called promptly by the President at the written
request of a majority of the entire Board of Directors or the holders of record
of at least twenty-five per cent (25%) of the issued and outstanding shares of
stock of the Corporation entitled to vote. Any such request shall state the
purpose or purposes of the proposed meeting. At any special meeting of
stockholders, only such business may be transacted as is related to the purpose
or purposes set forth in the notice of such meeting.

<PAGE> 2

present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might not have been transacted at the meeting as originally
noticed. Notwithstanding the foregoing, if after any such adjournment the Board
of Directors shall fix a new record date for the adjourned meeting, or if the
adjournment is for more than thirty (30) days, a notice of such adjourned
meeting shall be given as provided in Section 2.4 of these Bylaws, but such
notice may be waived as provided in Section 4.1 hereof.

Section 2.6. Voting. At each meeting of the stockholders, each
holder of record of shares of stock entitled to vote shall be entitled to vote
in person or by proxy, and each such holder shall be entitled to one vote for
every share standing in his name or the books of the Corporation as of the
record date fixed by the Board of Directors or prescribed by law and, if a
quorum is present, a majority of the shares of such stock present or represented
at any meeting of stockholders shall be the vote of the stockholders with
respect to any item of business, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation.

Section 2.7. Proxies. Every stockholder entitled to vote at a
meeting or to express consent or dissent without a meeting or a stockholder's
duly authorized attorney-in-fact may authorize another person or persons to act
for him by proxy. Each proxy shall be in writing executed by the stockholder
giving the proxy or by his duly authorized attorney. No proxy shall be valid
after the expiration of three (3) years from its date, unless a longer period is
provided for in the proxy. Unless and until voted, every proxy shall be
revocable at the pleasure of the person who executed it, or his legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.

Section 2.8. Consents. Whenever a vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provision of statute or of the Certificate of
Incorporation or these Bylaws, the meeting, prior notice thereof and vote of
stockholders may be dispensed with if the holders of shares having not less than
the minimum number of votes that would have been necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted shall consent in writing to the taking of such action. Where
corporate action is taken in such matter by less than unanimous written consent,
prompt written notice of the taking of such action shall be given to all
stockholders who have not consented in writing thereto.

Section 2.9. Stock Records. The Secretary or agent having
charge of the stock transfer books shall make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order
and showing the address of and the number and class and series, if any, of
shares held by each. Such list, for a period of ten (10) days prior to such
meeting, shall be kept at the principal place of business of the Corporation or
at the office of the transfer agent or registrar of the Corporation and such
other places as required by statute and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder at any time during the meeting.

ARTICLE III.
DIRECTORS

Section 3.1. Number. The number of directors of the
Corporation which shall constitute the entire Board of Directors shall be fixed
from time to time by a vote of a majority of the entire Board and

<PAGE> 3

shall be not less than one (1) nor more than seven (7). The first Board of
Directors shall consist of one member.

Section 3.2. Qualifications, Election and Tenure. Directors
shall be at least eighteen (18) years of age but need not be residents of the
State of Delaware. Directors need not be stockholders of the Corporation. With
the exception of the first Board of Directors, which shall be elected by the
incorporator, and except as otherwise provided in these Bylaws, directors shall
be elected at the annual meeting of stockholders, and each director so elected
shall hold office until the next annual meeting of stockholders and until his
successor has been elected and has qualified.

Section 3.3. Resignation and Removal. Any director may resign
at any time upon notice of resignation to the Corporation. Any director may be
removed at any time by vote of the stockholders then entitled to vote for the
election of directors at a special meeting called for that purpose, either with
or without cause.

Section 3.4. Newly Created Directorships and Vacancies. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason whatsoever shall be
filled by vote of the Board. If the number of directors then in office is less
than a quorum, such newly created directorships and vacancies may be filled by a
vote of a majority of the directors then in office. Any director elected to fill
a vacancy shall be elected until the next meeting of stockholders at which the
election of directors is in the regular course of business, and until his
successor has been elected and qualified.

Section 3.5. Powers and Duties. Subject to the applicable
provisions of law, these Bylaws or the Certificate of Incorporation, but in
furtherance and not in limitation of any rights therein conferred, the Board of
Directors shall have the control and management of the business and affairs of
the Corporation and shall exercise all such powers of the Corporation and do all
such lawful acts and things as may be exercised by the Corporation.

Section 3.6. Place of Meetings. All meetings of the Board of
Directors may be held either within or without the State of Delaware.

Section 3.7. Annual Meetings. An annual meeting of each newly
elected Board of Directors shall be held immediately following the annual
meeting of stockholders, and no notice of such meeting to the newly elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present, or the newly elected directors may meet at
such time and place as shall be fixed by the written consent of all of such
directors.

Section 3.8. Regular Meetings. Regular meetings of the Board
of Directors may be held upon such notice or without notice, and at such time
and at such place as shall from time to time be determined by the Board.

Section 3.9. Special Meetings. Special meetings of the Board
of Directors may be called by the President and shall be called promptly by the
President or the Secretary upon the written request of any director specifying
the special purpose thereof, on not less than two (2) days' notice to each
director. Such request shall state the date, time and place of the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

<PAGE> 4

Section 3.10. Notice of Meetings. Notice of each special
meeting of the Board (and of each regular meeting for which notice shall be
required) shall be given by the President, and the Secretary or an Assistant
Secretary and shall state the place, date and time of the meeting. Notice of
each such meeting shall be given orally or shall be mailed to each director at
his residence or usual place of business. If notice of less than one week is
given, it shall be oral, whether by telephone or in person, or sent by special
delivery mail or overnight courier service. If mailed, the notice shall be given
when deposited in the United States mail, postage prepaid. Notice of any meeting
need not be given to any director who shall submit, either before or after the
meeting, a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. Notice
of any adjourned meeting, including the place, date and time of the new meeting,
shall be given to all directors not present at the time of the adjournment, as
well as to the other directors unless the place, date and time of the new
meeting is announced at the adjourned meeting. Nothing herein contained shall
preclude the directors from waiving notice as provided in Section 4.1 hereof.

Section 3.11. Quorum and Voting. At all meetings of the Board
of Directors a majority of the entire Board shall be necessary to and shall
constitute a quorum for the transaction of business at any meeting of directors,
unless otherwise provided by any applicable provision of law, by these Bylaws,
or by the Certificate of Incorporation. The act of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, until a
quorum shall be present.

Section 3.12. Compensation. The Board of Directors, by the
affirmative vote of a majority of the directors then in office, and irrespective
of any personal interest of any of its members, shall have authority to
establish reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise.

Section 3.13. Books and Records. The directors may keep the
books of the Corporation, except such as are required by law to be kept within
the state, outside of the State of Delaware, at such place or places as they may
from time to time determine.

Section 3.14. Action Without a Meeting. Any action required or
permitted to be taken by the Board, or by a committee of the Board, may be taken
without a meeting if all members of the Board or the committee, as the case may
be, consent in writing to the adoption of a resolution authorizing the action.
Any such resolution and the written consents thereto by the members of the Board
or committee shall be filed with the minutes of the proceedings of the Board or
committee.

Section 3.15. Telephone Participation. Any one or more members
of the Board, or any committee of the board, may participate in a meeting of the
Board or committee by means of a conference telephone call or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

Section 3.16. Committees of the Board. The Board, by
resolution adopted by a majority of the entire Board, may designate one or more
committees, each consisting of one or more directors. The Board may designate
one or more directors as alternate members of any such committee. Such alternate
members may replace any absent member or members at any meeting of such
committee. Each committee (including the members thereof) shall serve at the
pleasure of the Board and shall keep minutes of its meetings and report the same
to the Board. Except as otherwise provided by law, each such committee, to

<PAGE> 5

the extent provided in the resolution establishing it, shall have and may
exercise all the authority of the Board with respect to all matters. However, no
such committee shall have power or authority to:

(a) amend the Certificate of Incorporation;

(b) adopt an agreement or merger or consolidation;

(c) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's
property and assets;

(d) recommend to the stockholders a dissolution of
the Corporation or a revocation of a dissolution;

(e) amend these Bylaws; and unless expressly so
provided by resolution of the Board, no such committee shall
have power or authority to:

(f) declare a dividend; or

(g) authorize the issuance of shares of the
Corporation of any class.

ARTICLE IV.
WAIVER

Section 4.1. Waiver. Whenever a notice is required to be given
by any provision of law, by these Bylaws, or by the Certificate of
Incorporation, a waiver thereof in writing, whether before or after the time
stated therein, shall be deemed equivalent to such notice. In addition, any
stockholder attending a meeting of stockholders in person or by proxy without
protesting prior to the conclusion of the meeting the lack of notice thereof to
him, and any director attending a meeting of the Board of Directors without
protesting prior to the meeting or at its commencement such lack of notice,
shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V.
OFFICERS

Section 5.1. Executive Officers. The executive officers of the
Corporation shall be a Chairman of the Board, a President, a Treasurer and a
Secretary. Any person may hold two or more of such offices. The executive
officers of the Corporation shall be elected annually (and from time to time by
the Board of Directors, as vacancies occur), at the annual meeting of the Board
of Directors following the meeting of stockholders at which the Board of
Directors was elected.

Section 5.2. Other Officers. The Board of Directors may
appoint such other officers and agents, including one or more Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it
shall at any time or from time to time deem necessary or advisable.

Section 5.3. Authorities and Duties. All officers, as between
themselves and the Corporation, shall have such authority and perform such
duties in the management of the business and affairs of the Corporation as may
be provided in these Bylaws, or, to the extent not so provided, as may be
prescribed by the Board of Directors.

<PAGE> 6

Section 5.4. Tenure and Removal. The officers of the
Corporation shall be elected or appointed to hold office until their respective
successors are elected or appointed. All officers shall hold office at the
pleasure of the Board of Directors, and any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors for
cause or without cause at any regular or special meeting.

Section 5.5. Vacancies. Any vacancy occurring in any office of
the Corporation, whether because of death, resignation or removal, with or
without cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6. Compensation. The salaries and other compensation
of all officers and agents of the Corporation shall be fixed by or in the manner
prescribed by the Board of Directors.

Section 5.7. Chairman of the Board. The Chairman of the Board
shall be the chief administrative and executive officer of the Corporation. The
Chairman of the Board shall preside at all meetings of the stockholders and the
directors and shall see to it that all orders and resolutions of the Board of
Directors are carried into effect.

Section 5.8. President. The President shall have general and
active management of the business and affairs of the Corporation and be
responsible for its day-to-day operations, subject to the control of the Board
of Directors.

Section 5.9. Vice Presidents. Each Vice President, if any,
shall have such powers and shall perform such duties as may from time to time be
assigned to him by the Board of Directors.

Section 5.10. Secretary. The Secretary shall attend all
meetings of the stockholders and all meetings of the Board of Directors and
shall record all proceedings taken at such meetings in a book to be kept for
that purpose; he shall see that all notices of meetings of stockholders and
meetings of the Board of Directors are duly given in accordance with the
provisions of these Bylaws or as required by law; he shall be the custodian of
the records and of the corporate seal or seals of the Corporation; he, or an
Assistant Secretary, shall have authority to affix the corporate seal or seals
to all documents, the execution of which, on behalf of the Corporation, under
its seal, is duly authorized, and when so affixed it may be attested by his
signature or the signature of such Assistant Secretary; and in general, he shall
perform all duties incident to the office of the Secretary of a corporation, and
such other duties as the Bard of Directors may from time to time prescribe.

Section 5.11. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit, or cause to be deposited, in the name and to the
credit of the Corporation, all moneys and valuable effects in such banks, trust
companies, or other depositories as shall from time to time be selected by the
Board of Directors. He shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; he shall render to the
President and to each member of the Board of Directors, whenever requested, an
account of all of his transactions as Treasurer and of the financial condition
of the Corporation; and in general, he shall perform all of the duties incident
to the office of the Treasurer of a corporation, and such other duties as the
Board of Directors may from time to time prescribe.

Section 5.12. Other Officers. The Board of Directors may also
elect or may delegate to the President the power to appoint such other officers
as it may at any time from time to time deem advisable,

<PAGE> 7

and any officers so elected or appointed shall have such authority and perform
such duties as the Board of Directors or the President, if he shall have
appointed them, may from time to time prescribe.

ARTICLE VI.
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1. Form and Signature. The shares of the Corporation
shall be represented by certificates signed by the President or any Vice
President and by the Secretary or any Assistant Secretary or the Treasurer or
any Assistant Treasurer, and shall bear the seal of the Corporation or a
facsimile thereof. Each certificate representing shares shall state upon its
face (a) that the Corporation is formed under the laws of the State of Delaware,
(b) the name of the person or persons to whom it is issued, (c) the number of
shares which such certificate represents and (d) the par value, if any, of each
share represented by such certificate.

Section 6.2. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares of stock to receive dividends or other distributions, and to
vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares of stock, and shall not be bound
to recognize any equitable or legal claim to or interest in such shares on the
part of any other person.

Section 6.3. Transfer of Stock. Upon surrender to the
Corporation or the appropriate transfer agent, if any, of the Corporation, of a
certificate representing shares of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and, in the event
that the certificate refers to any agreement restricting transfer of the shares
which it represents, proper evidence of compliance with such agreement, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

Section 6.4. Lost Certificates, etc. The Corporation may issue
a new certificate for shares in place of any certificate theretofore issued by
it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit to that fact and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.

Section 6.5. Record Date. For the purpose of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to express written consent to any corporate
action without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date. Such date shall not be more than
sixty (60) nor less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action.

Section 6.6. Regulations. Except as otherwise provided by law,
the Board may make such additional rules and regulations, not inconsistent with
these Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars and may require all certificates for
shares of capital stock to bear the signature or signatures of any of them.

<PAGE> 8

ARTICLE VII.
GENERAL PROVISIONS

Section 7.1. Dividends and Distributions. Dividends and other
distributions upon or with respect to outstanding shares of stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, bonds, property, or in stock of the
Corporation. The Board shall have full power and discretion, subject to the
provisions of the Certificate of Incorporation or the terms of any other
corporate document or instrument binding upon the Corporation to determine what,
if any, dividends or distributions shall be declared and paid or made.

Section 7.2. Checks, etc. All checks or demands for money and
notes or other instruments evidencing indebtedness or obligations of the
Corporation shall be signed by such officer or officers or other person or
persons as may from time to time be designated by the Board of Directors.

Section 7.3. Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

Section 7.4. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.

Section 7.5. General and Special Bank Accounts. The Board may
authorize from time to time the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may be delegated by the Board from time to
time. The Board may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these Bylaws, as it may
deem expedient.

ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS

Section 8.1. Indemnification by Corporation. To the extent
permitted by law, the Corporation shall indemnify any person against any and all
judgments, fines, amounts paid in settling or otherwise disposing of actions or
threatened actions, and expenses in connection therewith, incurred by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

ARTICLE IX.
ADOPTION AND AMENDMENTS

Section 9.1. Power to Amend. These Bylaws may be amended or
repealed and any new Bylaw may be adopted by the Board of Directors; provided
that these Bylaws and any other Bylaws amended or adopted by the Board of
Directors may be amended or repealed, and any Bylaws repealed by the Board of
Directors may be reinstated, and new Bylaws may be adopted, by the stockholders
of the Corporation entitled to vote at the time for the election of directors.

<PAGE> 1
EXHIBIT 3.3

CERTIFICATE OF INCORPORATION

CLASSIC CABLE HOLDING, INC.

THE UNDERSIGNED, acting as the incorporator of a corporation under and in
accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

1. Name. The name of the corporation is Classic Cable Holding, Inc. (the
"Corporation").

2. Duration. The Corporation is to have perpetual existence.

3. Purpose. The purpose for which the Corporation is organized is to
engage in any and all lawful acts and activities for which corporations may be
organized under the General Corporation Law of the State of Delaware.

4. Authorized Shares. The total number of shares of stock which the
Corporation shall have authority to issue is 1,000. Such shares shall be
divided into 500 shares of Senior Stock, $0.01 par value per share (the "Senior
Stock"), and 500 shares of Junior Stock, $0.01 par value per share (the "Junior
Stock").

The designations, powers, preferences and relative, participating,
optional and other special rights with respect to the Senior Stock and the
Junior Stock, and the qualifications, restrictions and limitations thereof, are
as follows:

A. Voting Rights.

Except as required by applicable law, the holders of Junior Stock
shall have no voting rights with regard to matters submitted to a vote of the
Corporation's stockholders. The holders of the Senior Stock shall each have one
vote per share of Senior Stock held by them on all matters to be voted on by
the Corporation's stockholders.

B. Dividends.

The holders of the Junior Stock will be entitled to dividends as follows:

Commencing on the date of its issuance, a cumulative dividend equal to
$40.00 per share per annum shall accrue on the Junior Stock. Such dividends
shall accrue until paid as provided herein.

<PAGE> 2
Dividends shall be paid on the Corporation's Junior Stock and Senior Stock
at such times as may be declared by the Board of Directors.

Notwithstanding any of the foregoing, all dividends declared and paid by
the Corporation shall be applied such that ten percent (10%) of all dividends
shall be paid to the holders of the Junior Stock, until such time as the holders
of the Junior Stock shall have received, in the aggregate, all outstanding
accrued dividends and, if no such dividends are accrued, then such ten percent
(10%) of all dividends ("Excess Dividends") shall be utilized to redeem as much
of the Junior Stock as practicable as set forth below. Upon the payment of all
accrued dividends on the Junior Stock and the redemption of all outstanding
shares of Junior Stock, one hundred percent (100%) of all dividends and
distributions shall be made to the holders of the Senior Stock.

C. Rights Upon Liquidation.

Upon any liquidation (partial or complete), dissolution or winding up of
the Corporation (a "Liquidating Event"), the Corporation shall distribute the
assets of the Corporation legally available for distribution (the "Available
Assets") to its stockholders after making adequate provision for (i) all
contingent and other liabilities of the Corporation, including, without
limitation, any and all indebtedness, fees, penalties, profits, interest or
other amounts or payments due from the Corporation to any creditor of the
Corporation, and (ii) the fair market value of any warrants or options to
acquire any equity securities of the Corporation issued by the Corporation to
any creditor of the Corporation, in accordance with the provisions of this
Article.

Upon the occurrence of a Liquidating Event, the holders of Junior Stock
shall be entitled to receive, by reason of their ownership thereof, an amount
equal to $400.00 per share (the "Junior Stock Liquidation Amount"), plus any
accrued and unpaid dividends thereon. Written notice of any such liquidation,
dissolution or winding up, stating a payment date, the place where such payment
shall be made, the amount of each liquidating payment and the amount of accrued
dividends to be paid, shall be given by first class mail, postage paid, not less
than thirty (30) days prior to the payment date stated therein, to each holder
of record of the Junior Stock at such holder's address as shown on the records
of the Corporation, provided, however, that if upon the occurrence of such
Liquidating Event, the aggregate of the Junior Stock Liquidation Amount exceeds
10% of the Available Assets, then the holders of Senior Stock and Junior Stock
shall share in any distribution of assets of the Corporation in the proportion
ninety percent (90%) to the Holders of the Senior Stock and ten percent (10%) to
the holders of the Junior Stock, as to each such class of stock, ratably among
such shareholders in accordance with their relative ownership of shares.

2
<PAGE> 3
D. Redemption of Junior Stock.

The Corporation shall redeem the outstanding shares of Junior Stock
as follows:

(i) Redemption at the Option of the Corporation.

The Corporation shall have the right to redeem the outstanding shares
of Junior Stock at any time, in whole or in part, at a redemption price
equal to $400.00 per share (the "Redemption Price"), plus any accrued and
unpaid dividends.

(ii) Mandatory Redemption.

If any Excess Dividends are available at any time, such Excess
Dividends shall promptly be applied to redeem Junior Stock to the extent of
such Excess Dividends.

(iii) Procedure for Redemption.

(a) The Corporation shall redeem Junior Stock ratably among the
holders of Junior Stock as shown on the records of the Corporation,
based on their respective percentage ownership of outstanding shares
of such class of Junior Stock as of the date of notices provided for
in subparagraph (b) hereof, and shall pay all dividends outstanding on
such class of Junior Stock to be redeemed at each payment date.

(b) The Corporation shall give the holders of the Junior Stock
not fewer than thirty (30) nor more than forty-five (45) days' prior
written notice (the "Notice of Redemption") of the redemption date and
the amount of each redemption payment and shall set forth the amount
of accrued dividends to be paid.

(c) All Junior Stock redeemed, purchased or otherwise acquired
by the Corporation shall be retired and cancelled and shall not be
reissuable.

(d) Notice shall be deemed given when personally delivered or
deposited in the United States mail, first class, postage prepaid, to
each holder of Junior Stock to be redeemed at the address of such
holder as the same shall appear on the records of the Corporation.
Neither the failure of any stockholder to receive any such Notice of
Redemption nor the failure of the Corporation to mail or deliver the
same to any stockholder shall affect the validity of the proceedings
for redemption except as to a holder whose notice is not mailed or
delivered. If notice is given as

3
<PAGE> 4

provided herein and if on or before the Redemption Date the
Corporation shall set aside or deposit, with a redemption agent
specified in the Redemption Notice, an amount sufficient to pay the
aggregate redemption price of all shares to be redeemed, the shares
called for redemption shall, after the Redemption Date, be deemed no
longer outstanding and the holder thereof shall cease to be a
stockholder with respect to such shares and shall have no right to
dividends or other stockholder rights thereafter.

5. Cumulative Voting Denied. Cumulative voting by the stockholders
of the Corporation at any election of directors of the Corporation is hereby
prohibited.

6. Registered Office, Agent. The registered office of the
Corporation is to be located at 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

7. Incorporator. The name and address of the incorporator is as follows:

Elizabeth J. Ossenfort
100 Congress Avenue, Suite 800
Austin, Texas 78701

8. Initial Director. The powers of the incorporator shall terminate
upon the filing of this certificate and the following person shall serve as the
sole director of the Corporation until his successors are duly elected and
qualified:

J. Merritt Belisle
515 Congress Avenue, Suite 2626
Austin, Texas 78701

9. Arrangement with Creditors. The following provisions are included
for the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders.

Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and
it stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation
under the provisions of section 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of section 279 of Title
8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court

4
<PAGE> 5
directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this Corporation, as the case may be, agree to any
reorganization of this Corporation as consequences of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

10. Director Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

11. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), liability, loss, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent permitted by either (i) any applicable law in
effect on the date of incorporation of the Corporation, or (ii) any law which
becomes effective during the existence of the Corporation and which is
applicable to it.

12. Bylaws. In furtherance of and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the bylaws of the Corporation.

13. Election of Directors. Elections of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.

5
<PAGE> 6
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, hereby declare and certify that the facts herein stated are
true, and accordingly have hereunto set my hand this 1st day of December, 1996.

/s/ ELIZABETH J. OSSENFORT
------------------------------------
Elizabeth J. Ossenfort, Incorporator

<PAGE> 1
EXHIBIT 3.4

CLASSIC CABLE HOLDING, INC.

BYLAWS Adopted 12/21, 1996

ARTICLE I.
OFFICES

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 2.4. Notice of Meetings. Written notice of every
meeting of stockholders, stating the place, date and hour thereof and, in the
case of a special meeting of stockholders, the purpose or purposes thereof and
the person or persons by whom or at whose direction such meeting has been called
and such notice is being issued, shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the persons
calling the meeting, to each stockholder of record, whether or not such
stockholder is entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the stock transfer
books of the Corporation. Nothing herein contained shall preclude the
stockholders from waiving notice as provided in Section 4.1 hereof.

<PAGE> 2

quorum shall not be present or represented at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might not have been transacted
at the meeting as originally noticed. Notwithstanding the foregoing, if after
any such adjournment the Board of Directors shall fix a new record date for the
adjourned meeting, or if the adjournment is for more than thirty (30) days, a
notice of such adjourned meeting shall be given as provided in Section 2.4 of
these Bylaws, but such notice may be waived as provided in Section 4.1 hereof.

<PAGE> 3

ARTICLE III.
DIRECTORS

Section 3.1. Number. The number of directors of the
Corporation which shall constitute the entire Board of Directors shall be fixed
from time to time by a vote of a majority of the entire Board and shall be not
less than one (1) nor more than seven (7). The first Board of Directors shall
consist of one member.

Section 3.6. Place of Meetings. All meetings of the Board of
Directors may be held either within or without the State of Delaware.

<PAGE> 4

Section 3.9. Special Meetings. Special meetings of the Board
of Directors may be called by the President and shall be called promptly by the
President or the Secretary upon the written request of any director specifying
the special purpose thereof, in either event, on not less than five (5) business
days notice to each director. Such request shall state the date, time and place
of the meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

Section 3.10. Notice of Meetings. Notice of each special
meeting of the Board (and of each regular meeting for which notice shall be
required) shall be given by the President, the Secretary or an Assistant
Secretary and shall state the place, date and time of the meeting. Notice of
each such meeting shall be given personally or shall be mailed to each director
at his usual place of business. Notice shall be deemed given when delivered in
person or one (1) business day after deposit in the United States mail, postage
prepaid. Notice of any meeting need not be given to any director who shall
submit, either before or after the meeting, a signed waiver of notice or who
shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to him. Notice of any adjourned meeting, including the place,
date and time of the new meeting, shall be given to all directors not present at
the time of the adjournment, as well as to the other directors unless the place,
date and time of the new meeting is announced at the adjourned meeting. Nothing
herein contained shall preclude the directors from waiving notice as provided in
Section 4.1 hereof.

Section 3.11. Quorum and Voting. At all meetings of the Board
of Directors a majority of the entire Board shall be necessary to and shall
constitute a quorum for the transaction of business at any meeting of directors,
unless otherwise provided by any applicable provision of law, by these Bylaws,
or by the Certificate of Incorporation. The act of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present there may adjourn the meeting from time to time, until a
quorum shall be present.

Section 3.15. Telephone Participation. Any one or more
members of the Board, or any committee of the board, may participate in a
meeting of the Board or committee by means of a conference telephone call or
similar communications equipment allowing all persons participating in the
meeting to

<PAGE> 5

hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

(a) amend the Certificate of Incorporation;

(b) adopt an agreement or merger or consolidation;

(c) recommend to the stockholders the sale, lease
or exchange of all or substantially all of the
Corporation's property and assets;

(d) recommend to the stockholders a dissolution of
the Corporation or a revocation of a
dissolution;

(e) amend these Bylaws; and unless expressly so
provided by resolution of the Board, no such
committee shall have power or authority to:

(f) declare a dividend; or

(g) authorize the issuance of shares of the
Corporation of any class.

ARTICLE IV.
WAIVER

ARTICLE V.
OFFICERS

Section 5.1. Executive Officers. The executive officers of
the Corporation shall be a Chairman of the Board, a President, a Treasurer and a
Secretary. Any person may hold two or more of such offices. The executive
officers of the Corporation shall be elected annually (and from time to time by
the Board of Directors, as vacancies occur), at the annual meeting of the Board
of Directors following the meeting of stockholders at which the Board of
Directors was elected.

<PAGE> 6

Section 5.6. Compensation. The salaries and other
compensation of all officers and agents of the Corporation shall be fixed by or
in the manner prescribed by the Board of Directors.

Section 5.9. Vice Presidents. Each Vice President, if any,
shall have such powers and shall perform such duties as may from time to time be
assigned to him by the Board of Directors.

<PAGE> 7

account of all of his transactions as Treasurer and of the financial condition
of the Corporation; and in general, he shall perform all of the duties incident
to the office of the Treasurer of a corporation, and such other duties as the
Board of Directors may from time to time prescribe.

Section 5.12. Other Officers. The Board of Directors may also
elect or may delegate to the President the power to appoint such other officers
as it may at any time from time to time deem advisable, and any officers so
elected or appointed shall have such authority and perform such duties as the
Board of Directors or the President, if he shall have appointed them, may from
time to time prescribe.

ARTICLE VI.
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1. Form and Signature. The shares of the Corporation
shall be represented by certificates signed by the President or any Vice
President and by the Secretary or any Assistant Secretary or the Treasurer or
any Assistant Treasurer, and may be issued without a seal of the Corporation.
Each certificate representing shares shall state upon its face (a) that the
Corporation is formed under the laws of the State of Delaware, (b) the name of
the person or persons to whom it is issued, (c) the number of shares which such
certificate represents and (d) the par value, if any, of each share represented
by such certificate.

<PAGE> 8

nor less than ten (10) days before the date of any such meeting, nor more than
sixty (60) days prior to any other action.

ARTICLE VII.
GENERAL PROVISIONS

Section 7.3. Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.

Section 7.4. General and Special Bank Accounts. The Board may
authorize from time to time the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may be delegated by the Board from time to
time. The Board may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these Bylaws, as it may
deem expedient.

ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

<PAGE> 9

ARTICLE IX.
ADOPTION AND AMENDMENTS

Section 9.1. Power to Amend. Except as otherwise provided
elsewhere in these Bylaws, these Bylaws may be amended or repealed and any new
Bylaw may be adopted by the Board of Directors; provided that these Bylaws and
any other Bylaws amended or adopted by the Board of Directors may be amended or
repealed, and any Bylaws repealed by the Board of Directors may be reinstated,
and new Bylaws may be adopted, by the stockholders of the Corporation entitled
to vote at the time for the election of directors.

<PAGE> 1

EXHIBIT 3.5

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF INCORPORATION OF "PONCA HOLDINGS, INC.", FILED IN THIS OFFICE ON THE
THIRD DAY OF MAY, A.D. 1991, AT 10 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2261979 8100 AUTHENTICATION: 9209061

981283363 DATE: 07-21-98

<PAGE> 2

CERTIFICATE OF INCORPORATION

PONCA HOLDINGS, INC.

FIRST: The name of the Corporation shall be Ponca Holdings, Inc.

SECOND: The registered office of the Corporation in the State of Delaware
is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent,
19901. The name of the registered agent at that address is The Prentice-Hall
Corporation System, Inc.

THIRD: The nature of business or purposes to be conducted or promoted by
the Corporation are any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is ten thousand (10,000) shares, divided into classes
as follows: five thousand (5,000) shares shall be Preferred Stock, par value
$.01 per share ("Preferred Stock"); and five thousand (5,000) shares shall be
Common Stock, par value $.01 per share ("Common Stock").

The Board of Directors of the Corporation is expressly authorized and
vested with the authority, at any time and from time to time, to provide for
the issuance of shares of Preferred Stock of the Corporation in one or more
series and to establish with respect to each such series, to the extent not set
forth in this Certificate of Incorporation, the voting powers, if any, full or
limited, designations, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or restrictions and
any other conditions thereof, including, without limiting the generality of the
foregoing, the following:

(1) the distinctive designation and number of shares of each such series
and the stated value thereof;

(2) the amount or amounts to which the holders of the shares of each such
series are entitled upon the liquidation of, or upon the distribution of assets
of, the Corporation, which amounts may be different in the case of voluntary
liquidation than in the case of involuntary liquidation, and the preference or
relationship of such amount or amounts payable on any other class or series of
capital stock of the Corporation;

(3) whether the shares of each such series shall be subject to redemption
by the Corporation, and, if made subject to such redemption, the times, prices,
rates, adjustments and other terms and conditions of such redemption;

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<PAGE> 3
(4) the dividends, if any, payable with respect to shares of such series,
the conditions and dates upon which such dividends shall be payable, the
preference or relation of such dividends to dividends payable on any other
class or series of capital stock of the Corporation and whether such dividends
shall be cumulative, partially cumulative or noncumulative;

(5) the terms, conditions and amount of any sinking or similar purchase
or other fund providing for the purchase or redemption of the shares of each
such series and the manner in which the same is to be applied;

(6) whether the shares of each such series shall be convertible into or
exchangeable for shares of capital stock or other securities of the Corporation
or of any other corporation or entity, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustments and other terms and
conditions of such conversion or exchange;

(7) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited; and

(8) any other relative, participating, optional or other special rights
and preferences or qualifications, limitations or restrictions of shares of
such series consistent with this Article FOURTH and applicable law, as it now
exists or may be amended in the future.

Consistent with this Article FOURTH and applicable law, any of the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of any series of Preferred Stock of the Corporation may be
dependent upon facts ascertainable outside this Certificate of Incorporation or
any amendment hereto, or outside the resolutions providing for the issue of
such series of stock adopted by the Board of Directors pursuant to authority
expressly vested in it by this Certificate of Incorporation. Except as may
otherwise be required by applicable law or this Certificate of Incorporation,
the terms of any series of Preferred Stock may be amended without consent of
the holders of any other series of Preferred Stock or of any class of capital
stock of the Corporation.

At every meeting of stockholders of the Corporation, each share of Common
Stock shall entitle the holder thereof as shown on the transfer books of the
Corporation to one vote in person or by proxy.

In the event of any dissolution, liquidation or winding up of the affairs
of the Corporation, whether voluntary or involuntary, after payment or
provision for payment of the debts and other liabilities of the Corporation,
the holders of each series of Preferred Stock that ranks senior to the Common
Stock upon dissolution, liquidation or winding up of the affairs of the
Corporation shall be entitled to receive, out of the net assets of the
Corporation, an amount for each share equal to the preferential amount to which
they are entitled, and then the holders of Common Stock and any series of

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<PAGE> 4
Preferred Stock entitled to participate shall be entitled to share in the
remaining net assets of the Corporation. In any such case, an equal amount of
net assets shall be allocated to each share of Common Stock or series of
Preferred Stock entitled to participate, if any. A merger or consolidation of
the Corporation with or into any other company or a sale or conveyance of all
or any part of the assets of the Corporation (which shall not in fact result in
the liquidation of the Corporation and the distribution of assets to
stockholders) shall not be deemed to be a voluntary or involuntary liquidation
or dissolution or winding up of the Corporation within the meaning of this
paragraph.

Any action requiring or which may require the vote of stockholders of the
Corporation at any annual or special meeting, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents, in writing,
setting forth the action to be taken, shall be signed by the holders of a
designated proportion, not less than a majority, of the voting power of the
shares, or of the shares of any particular class, entitled to vote thereon or
to take such action, as may be provided in this Certificate of Incorporation,
or their duly authorized attorneys. The Secretary shall file such consent or
consents, or certify the tabulation of such consents, and file such
certificate, with the minutes of the meetings of the stockholders. Any consent
or consents which become effective as provided herein shall have the same force
and effect as a vote of stockholders at a meeting duly held, and may be stated
as such in any certificate or document filed under the Delaware General
Corporation Law.

FIFTH: No stockholder of the Corporation shall, by reason of his holding
any shares of any class of the Corporation, have any preemptive or preferential
right to acquire or subscribe for any treasury or unissued shares of any class
of the Corporation now or hereafter to be authorized, or any notes, debentures,
bonds or other securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of stock of the
Corporation now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividends or voting rights of such stockholder, and the
Board of Directors of the Corporation may issue shares of any class of stock of
the Corporation, or any notes, debentures, bonds or other securities
convertible into or carrying rights, options or warrants to subscribe for or
acquire shares of any class of the Corporation, without offering any such
shares of any class of stock of the Corporation, either in whole or in part, to
the existing stockholders of any class of stock of the Corporation.

SIXTH: The name and mailing address of the sole incorporator is:

Katherine P. Ellis
One Shell Plaza
910 Louisiana
Houston, Texas 77002

SEVENTH: The powers of the sole incorporator shall terminate upon the
filing of this Certificate of Incorporation and the name and mailing address
of the

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<PAGE> 5
person who is to serve as sole Director of the Corporation until the first
annual meeting of the stockholders or until his successors are elected and
qualified is J. Merritt Belisle, 6714 Belmont, Houston, Texas 77005.

EIGHTH: Each person who is or was or had agreed to become a Director or
officer of the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board of Directors or an officer of
the Corporation as an employee or agent of the Corporation or as a Director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted from time to time by the General Corporation Law of the State
of Delaware or any other applicable laws as presently or hereafter in effect.
Without limiting the generality or the effect of the foregoing, the Corporation
may enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article EIGHTH.
Any amendment or repeal of this Article EIGHTH shall not adversely affect any
right or protection existing hereunder immediately prior to such amendment or
repeal.

NINTH: No Director of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from which
the Director derived an improper personal benefit. If the General Corporation
Law of the State of Delaware is hereafter amended to authorize corporate action
further limiting or eliminating the personal liability of Directors, then the
liability of each Director of the Corporation shall be limited or eliminated to
the fullest extent permitted by the General Corporation Law of the State of
Delaware as so amended from time to time. Any amendment or repeal of this
Article NINTH shall not adversely affect any limitation or elimination of the
personal liability of a Director of the Corporation existing at the time of such
amendment or repeal.

TENTH: The Board of Directors is expressly empowered to adopt, amend or
repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the Directors. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the Corporation, in addition to any vote
of the holders of any class or series of stock of the Corporation required by
law or by this Certificate of Incorporation, by the affirmative vote of the
holders of at least a majority of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.

ELEVENTH: Whenever a compromise is proposed between this Corporation and
its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any

-4-
<PAGE> 6
creditor or stockholder hereof or on the application of any receiver or
receivers appointed for this Corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for this Corporation under the
provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

EXECUTED and effective this 3rd day of May, 1991.

/s/ KATHERINE P. ELLIS
------------------------------
Katherine P. Ellis
Sole Incorporator

-5-
<PAGE> 7

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF CHANGE OF REGISTERED AGENT OF "PONCA HOLDINGS, INC.", FILED
IN THIS OFFICE ON THE NINTH DAY OF NOVEMBER, A.D. 1993, AT 10 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2261979 8100 AUTHENTICATION: 9209062

981283363 DATE: 07-21-98
<PAGE> 8
CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

PONCA HOLDINGS, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

The present registered agent of the corporation is THE PRENTICE-HALL
CORPORATION SYSTEM, INC. and the present registered office of the corporation is
in the county of Kent

The Board of Directors of PONCA HOLDINGS, INC. adopted the following
resolution on the 25th day of August, 1993.

Resolved, that the registered office of PONCA HOLDINGS, INC.

in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered
agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, PONCA HOLDINGS, INC. has caused this statement to be
signed by J. Merritt Belisle, its President and attested by Bryan J. Noteboom,
its Secretary this 25th day of August, 1993

By /s/ J. MERRITT BELISLE
-----------------------
President
-------------

ATTEST:

By: /s/ BRYAN J. NOTEBOOM
---------------------
Secretary
-----------

<PAGE> 1
EXHIBIT 3.6

BYLAWS

PONCA HOLDINGS, INC.

Adopted and Effective

May 3, 1991

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
ARTICLE I OFFICES.............................................1
Section 1. Registered Office...................................1
Section 2. Other Offices.......................................1

ARTICLE II MEETINGS OF STOCKHOLDERS............................1

Section 1. Place of Meetings...................................1
Section 2. Annual Meetings.....................................1
Section 3. Special Meetings....................................1
Section 4. Quorum..............................................2
Section 5. Voting..............................................2
Section 6. List of Stockholders Entitled to Vote...............2

ARTICLE III DIRECTORS...........................................3

Section 1. Number and Election of Directors....................3
Section 2. Vacancies...........................................3
Section 3. Duties and Powers...................................3
Section 4. Meetings............................................3
Section 5. Quorum..............................................4
Section 6. Actions by Written Consent..........................4
Section 7. Meetings by Conference Telephone....................4
Section 8. Committees..........................................4
Section 9. Compensation........................................5
Section 10. Interested Directors................................5

ARTICLE IV OFFICERS............................................5

Section 1. General.............................................5
Section 2. Powers and Duties...................................5
Section 3. Election............................................6

ARTICLE V STOCK...............................................6

Section 1. Form of Certificates................................6
Section 2. Signatures..........................................6
Section 3. Lost Certificates...................................6
Section 4. Transfers...........................................6

ARTICLE VI NOTICES.............................................7

Section 1. Notices.............................................7
Section 2. Waivers of Notice...................................7
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C> <C>
ARTICLE VII INDEMNIFICATION.....................................7

Section 1. General.............................................7
Section 2. Expenses Related to Proceedings.....................7
Section 3. Advancement of Expenses.............................8
Section 4. Request for Indemnification.........................8
Section 5. Determining Entitlement to Indemnification
If No Change of Control..................8
Section 6. Determining Entitlement to Indemnification
If Change of Control.....................8
Section 7. Procedures of Independent Counsel...................8
Section 8. Expenses of Independent Counsel.....................9
Section 9. Trial De Novo.......................................9
Section 10. Non-Exclusivity....................................10
Section 11. Insurance and Subrogation..........................10
Section 12. Severability.......................................11
Section 13. Certain Persons Not Entitled to Indemnification....11
Section 14. Definitions........................................11
Section 15. Notices............................................12

ARTICLE VIII GENERAL PROVISIONS.................................12

Section 1. Dividends..........................................12
Section 2. Disbursements......................................13
Section 3. Fiscal Year........................................13
Section 4. Corporate Seal.....................................13
Section 5. Amendments.........................................13
</TABLE>

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<PAGE> 4

BYLAWS

PONCA HOLDINGS, INC.
(hereinafter the "Corporation")

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation
shall be located at 32 Loockerman Square, Suite L-100, City of Dover, County of
Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as may be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meeting of stockholders shall be
held on such date and at such time as may be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meeting the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the
Corporation's Certificate of Incorporation as may be amended and restated from
time to time (the "Certificate of Incorporation"), special meetings of
stockholders, for any purpose or purposes, may be called by either (a) the
Chairman of the Board of Directors, if there be one or (b) the President, and
shall be called by any officer of the Corporation at the instruction of a
majority of the Board of Directors. Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten nor more than

<PAGE> 5

sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting.

Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting.

Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
voting power of the stock represented and entitled to vote thereat. Such votes
may be cast in person or by proxy but no proxy shall be voted or acted upon
after three years from its date, unless such proxy provides for a longer
period. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his or her discretion,
may require that any votes cast at such meeting shall be cast by written
ballot.

Section 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder of the Corporation who is
present. The stock ledger of the Corporation shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list
required by this Section 6 of this Article II or the books of the Corporation,
or to vote in person or by proxy at any meeting of stockholders.

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<PAGE> 6

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The business and affairs
of the Corporation shall be managed by a Board of Directors initially consisting
of one director. The number of directors of the Corporation may be increased or
decreased from time to time by resolution adopted by the Board of Directors, but
no decrease by the Board of Directors shall have the effect of shortening the
term of any incumbent director. Except as provided in Section 2 of this Article
III, directors shall be elected by a plurality of the votes cast at annual
meetings of stockholders and each director so elected shall hold office until
the next annual meeting and until his or her successor is duly elected and
qualified or until his or her earlier resignation or removal. Any director may
resign at any time upon notice to the Corporation. A director need not be a
stockholder, a citizen of the United States or a resident of the State of
Delaware.

Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified or until their earlier resignation or removal. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.

Section 4. Meetings. Meetings shall be held at such time as the Board
of Directors shall fix, except that the first meeting of a newly elected Board
of Directors shall be held as soon after its election as the directors may
conveniently assemble. The Chairman of the Board shall preside at meetings of
the Board of Directors and at meetings of stockholders. Meetings shall be held
at such place within or without the State of Delaware as may be fixed by the
Board of Directors. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the President or a majority of
the directors then in office. No notice shall be required for regular meetings
for which the time and place have been fixed. Written, oral or any other mode of
notice of the time and place shall be given for special meetings in sufficient
time for the convenient assembly of the directors thereat. Notice need not be
given to any director or to any member of a committee of directors who submits a
written waiver of notice signed by him or her before or after the time stated
therein. Attendance of any such person at a meeting shall constitute a waiver of
notice of such meeting, except when he or she attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted

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<PAGE> 7

at, nor the purpose of, any regular or special meeting of the directors need be
specified in any written waiver of notice.

Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these bylaws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 6. Actions by Written Consent. Unless otherwise provided by the
Certificate of Incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if all the members of the Board of
Directors or committee, as the case may be, consent thereto in writing, in one
document or in counterparts, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Conference Telephone. Unless otherwise provided by
the Certificate of Incorporation or these bylaws, members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or such committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant to this Section 7 shall constitute presence in person at
such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
absent or disqualified member. Any committee, to the extent allowed by law and
provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Without limitation
to the foregoing, any committee shall have the power and authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law. Each committee shall keep regular minutes and report to the
Board of Directors when required.

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<PAGE> 8

Section 9. Compensation. Directors as such shall not receive any stated
salary for their services, but by resolution of the Board of Directors a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board of Directors or any committee thereof;
provided that nothing contained herein shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

Section 10. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose if (a) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or committee, and the Board of
Directors or committee in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum, (b) the material facts as to
his, her or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon and the contract or transaction is specifically approved in good faith
by vote of the stockholders or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or a committee that authorizes the contract
or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President and a Secretary. The Board of
Directors, in its discretion, may also choose a Treasurer and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited
by law, the Certificate of Incorporation or these bylaws. The officers of the
Corporation need not be stockholders of the Corporation or directors of the
Corporation.

Section 2. Powers and Duties. The officers of the Corporation shall have
such powers and duties as generally pertain to their offices, except as
modified herein or by the Board of Directors, as well as such powers and duties
as from time to time may be conferred by the Board of Directors. The President
shall be chief executive officer of the Corporation and shall have general
supervision over the business, affairs and property of the Corporation.

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<PAGE> 9

Section 3. Election. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors; and all officers of the Corporation shall hold office
until their successors are chosen and qualified or until their earlier
resignation or removal. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors and may be altered from
time to time except as otherwise provided by contract.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed in the name of the Corporation
(a) by the President or a Vice President and (b) by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by such holder.

Section 2. Signatures. Where a certificate is countersigned by (a) a
transfer agent other than the Corporation or its designated employees or (b) a
registrar other than the Corporation or its designated employees, any other
signature on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his or her legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the
certificate or by his or her attorney lawfully constituted in writing and upon
the surrender of the certificate therefor, which shall be cancelled before a
new certificate shall be issued.

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<PAGE> 10

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these bylaws to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his or
her address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by facsimile transmission, telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the
Certificate of Incorporation or these bylaws to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

ARTICLE VII

INDEMNIFICATION

Section 1. General. The Corporation shall indemnify, and advance Expenses
(as this and all other capitalized words used in this Article VII and not
previously defined in these bylaws are defined in Section 14 of this Article
VII) to, Indemnitee to the fullest extent permitted by applicable law in effect
on the date of the effectiveness of these bylaws, and to such greater extent as
applicable law may thereafter permit. The rights of Indemnitee provided under
the preceding sentence shall include, but not be limited to, the right to be
indemnified to the fullest extent permitted by Section 145(b) of the D.G.C.L.
in Proceedings by or in the right of the Corporation and to the fullest extent
permitted by Section 145(a) of the D.G.C.L. in all other Proceedings. The
provisions set forth below in this Article VII are provided in furtherance, and
not by way of limitation, of the obligations expressed in this Section 1.

Section 2. Expenses Related to Proceedings. If Indemnitee is, by reason
of his or her Corporate Status, a witness in or a party to and is successful,
on the merits or otherwise, in any Proceeding, he or she shall be indemnified
against all Expenses actually and reasonably incurred by him or her or on his
or her behalf in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to any
Matter in such Proceeding, the Corporation shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by him or her or on his or her
behalf relating to each Matter. The termination of any Matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Matter.

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<PAGE> 11
Section 3. Advancement of Expenses. Indemnitee shall be advanced Expenses
within ten days after requesting them to the fullest extent permitted by
Section 145(e) of the D.G.C.L

Section 4. Request for Indemnification. To obtain indemnification
Indemnitee shall submit to the Corporation a written request with such
information as is reasonably available to Indemnitee. The Secretary of the
Corporation shall promptly advise the Board of Directors of such request.

Section 5. Determining Entitlement to Indemnification If No Change of
Control. If there has been no Change of Control at the time the request for
Indemnification is sent, Indemnitee's entitlement to indemnification shall be
determined in accordance with Section 145(d) of the D.G.C.L. If entitlement to
indemnification is to be determined by Independent Counsel, the Corporation
shall furnish notice to Indemnitee within ten days after receipt of the request
for indemnification, specifying the identity and address of Independent
Counsel. Indemnitee may, within fourteen days after receipt of such written
notice of selection, deliver to the Corporation a written objection to such
selection. Such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of Independent
Counsel and the objection shall set forth with particularity the factual basis
of such assertion. If there is an objection to the selection of Independent
Counsel, either the Corporation or Indemnitee may petition the Court of
Chancery of the State of Delaware or any other court of competent jurisdiction
for a determination that the objection is without a reasonable basis and/or for
the appointment of Independent Counsel selected by the court.

Section 6. Determining Entitlement to Indemnification If Change of
Control. If there has been a Change of Control at the time the request for
indemnification is sent, Indemnitee's entitlement to indemnification shall be
determined in a written opinion by Independent Counsel selected by Indemnitee.
Indemnitee shall give the Corporation written notice advising of the identity
and address of the Independent Counsel so selected. The Corporation may, within
seven days after receipt of such written notice of selection, deliver to
Indemnitee a written objection to such selection. Indemnitee may, within five
days after the receipt of such objection from the Corporation, submit the name
of another Independent Counsel and the Corporation may, within seven days after
receipt of such written notice of selection, deliver to Indemnitee a written
objection to such selection. Any objection is subject to the limitations in
Section 5 of this Article VII. Indemnitee may petition the Court of Chancery of
the State of Delaware or any other court of competent jurisdiction for a
determination that the Corporation's objection to the first and/or second
selection of Independent Counsel is without a reasonable basis and/or for the
appointment as Independent Counsel of a person selected by the court.

Section 7. Procedures of Independent Counsel. If there has been a Change
of Control before the time the request for indemnification is sent by
Indemnitee, Indemnitee shall be presumed (except as otherwise expressly
provided in this Article VII) to be entitled to indemnification upon submission
of a request for indemnification in accordance with Section 4 of this Article
VII, and thereafter the Corporation shall have the burden of proof to overcome
the presumption in reaching a

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<PAGE> 12

determination contrary to the presumption. The presumption shall be used by
Independent Counsel as a basis for a determination of entitlement to
indemnification unless the Corporation provides information sufficient to
overcome such presumption by clear and convincing evidence or the
investigation, review and analysis of Independent Counsel convinces him or her
by clear and convincing evidence that the presumption should not apply.

Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5 or 6 of this Article VII to determine entitlement to
indemnification shall not have made and furnished to Indemnitee in writing a
determination within sixty days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification unless Indemnitee knowingly misrepresented a material fact in
connection with the request for indemnification or such indemnification is
prohibited by law. The termination of any Proceeding or of any Matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Article VII) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that (a) Indemnitee did not act in good
faith and in a manner that he or she reasonably believed, in the case of
conduct in his or her official capacity as a director of the Corporation, to be
in the best interests of the Corporation or in all other cases that at least
his or her conduct was not opposed to the Corporation's best interests, or (b)
with respect to any criminal Proceeding, that Indemnitee had reasonable cause
to believe that his or her conduct was unlawful.

Section 8. Expenses of Independent Counsel. The Corporation shall pay any
and all reasonable fees and expenses of Independent Counsel incurred acting
pursuant to this Article VII and in any proceeding to which it is a party or
witness in respect of its investigation and written report and shall pay all
reasonable fees and expenses incident to the procedures in which such
Independent Counsel was selected or appointed. No Independent Counsel may serve
if a timely objection has been made to his or her selection until a court has
determined that such objection is without a reasonable basis.

Section 9. Trial De Novo. In the event that (a) a determination is made
pursuant to Section 5 or 6 of this Article VII that Indemnitee is not entitled
to indemnification under this Article VII, (b) advancement of Expenses is not
timely made pursuant to Section 3 of this Article VII, (c) Independent Counsel
has not made and delivered a written opinion determining the request for
indemnification (i) within ninety days after being appointed by a court, (ii)
within ninety days after objections to his or her selection have been overruled
by a court or (iii) within ninety days after the time for the Corporation or
Indemnitee to object to his or her selection or (d) payment of indemnification
is not made within five days after a determination of entitlement to
indemnification has been made or deemed to have been made pursuant to Section
5, 6 or 7 of this Article VII, Indemnitee shall be entitled to an adjudication
in any court of competent jurisdiction of his or her entitlement to such
indemnification or advancement of Expenses. In the event that a determination
shall have been made that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced

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<PAGE> 13

pursuant to this Section 9 shall be conducted in all respects as a de novo
trial on the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination. If a Change of Control shall have occurred, in any
judicial proceeding commenced pursuant to this Section 9, the Corporation shall
have the burden of proving that Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be. If a determination shall have
been made or deemed to have been made that Indemnitee is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to this Section 9, or otherwise, unless
Indemnitee knowingly misrepresented a material fact in connection with the
request for indemnification, or such indemnification is prohibited by law.

The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 9 that the procedures and
presumptions of this Article VII are not valid, binding and enforceable and
shall stipulate in any such court that the Corporation is bound by all
provisions of this Article VII. In the event that Indemnitee, pursuant to this
Section 9, seeks a judicial adjudication to enforce his or her rights under, or
to recover damages for breach of, this Article VII, Indemnitee shall be
entitled to recover from the Corporation, and shall be indemnified by the
Corporation against, any and all Expenses actually and reasonably incurred by
him or her in such judicial adjudication, but only if he or she prevails
therein. If it shall be determined in such judicial adjudication that
Indemnitee is entitled to receive part but not all of the indemnification or
advancement of Expenses sought, the Expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be
appropriately prorated.

Section 10. Non-Exclusivity. The rights of indemnification and to receive
advancement of Expenses as provided by this Article VII shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Certificate of Incorporation, these Bylaws, any
agreement, a vote of stockholders, a resolution of the Board of Directors or
otherwise. No amendment, alteration or repeal of this Article VII or any
provision hereof shall be effective as to any Indemnitee for acts, events and
circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article VII shall continue as to
an Indemnitee whose Corporate Status has ceased and shall inure to the benefit
of his or her heirs, executors and administrators.

Section 11. Insurance and Subrogation. To the extent the Corporation
maintains an insurance policy or policies providing liability insurance for
directors, officers, employees, agents or fiduciaries of the Corporation or of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise which such person serves at the request of the Corporation,
Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of coverage available for any such
director, officer, employee or agent under such policy or policies.

In the event of any payment hereunder, the Company shall be subrogated to
the extent of such payment to all the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such
rights, including

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<PAGE> 14

execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.

The Company shall not be liable under this Article VII to make any
payment of amounts otherwise indemnifiable hereunder if, and to the extent
that, Indemnitee has otherwise actually receive such payment under any
insurance policy, contract, agreement or otherwise.

Section 12. Severability. If any provision or provisions of this Article
VII shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Article VII shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

Section 13. Certain Persons Not Entitled to Indemnification.
Notwithstanding any other provision of this Article VII, no person shall be
entitled to indemnification or advancement of Expenses under this Article VII
with respect to any Proceeding, or any Matter therein, brought or made by such
person against the Corporation.

Section 14. Definitions. For purposes of this Article VII:

"Change of Control" means a change in control of the Corporation after
the date of adoption of these bylaws in any one of the following circumstances:
(a) there shall have occurred an event required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act
of 1934 (the "Exchange Act"), whether or not the Corporation is then subject to
such reporting requirement, which event has not previously been approved by a
vote of at least two-thirds of the members of the Board of Directors in office
immediately preceding such event; (b) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) shall have become the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 15% or more of the
combined voting power of the Corporation's then outstanding voting securities
without prior approval of at least two-thirds of the members of the Board of
Directors in office immediately prior to such person's attaining such
percentage interest; (c) the Corporation is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of
which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter or (d) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for election by
the Corporation's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.

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<PAGE> 15

"Corporate Status" describes the status of a person who is or was a
director, officer, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is or was serving at the request of the
Corporation.

"D.G.C.L." means the Delaware General Corporation Law.

"Expenses" shall include all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating or being or preparing to be a witness in a
Proceeding.

"Indemnitee" includes any person who is, or is threatened to be made, a
witness in or a party to any Proceeding as described in Section 1 or 2 of this
Article by reason of his or her Corporate Status.

"Independent Counsel" means a law firm, or member of a law firm, that is
experienced in matters of corporation law and neither presently is, nor in the
five years previous to his or her selection or appointment has been, retained
to represent: (a) the Corporation or Indemnitee in any matter material to
either such party, (b) any other party to the Proceeding giving rise to a claim
for indemnification hereunder or (c) the beneficial owner, directly or
indirectly, of securities of the Corporation representing 5% or more of the
combined voting power of the Corporation's then outstanding voting securities.

"Matter" is a claim, a material issue, or a substantial request for
relief.

"Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except
one initiated by an Indemnitee pursuant to Section 9 of this Article VII to
enforce his or her rights under this Article VII.

Section 15. Notices. Any communication required or permitted to the
Corporation shall be addressed to the Secretary of the Corporation and any such
communication to Indemnitee shall be addressed to his or her home address
unless he specifies otherwise and shall be personally delivered or delivered by
overnight mail delivery.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be

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<PAGE> 16

paid in cash, in property or in shares of the capital stock. Before payment of
any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon
the name of the Corporation and shall be in such form as may be approved by the
Board of Directors. The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced.

Section 5. Amendments. These bylaws may be altered, amended or repealed,
in whole or in part, or new bylaws may be adopted by the stockholders or by the
Board of Directors of the Corporation.

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<PAGE> 1
EXHIBIT 3.7

CERTIFICATE OF INCORPORATION

CLASSIC TELEPHONE, INC.

THE UNDERSIGNED, acting as the incorporator of a corporation under and in
accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

1. Name. The name of the corporation is CLASSIC TELEPHONE, INC. (the
"Corporation").

2. Duration. The Corporation is to have perpetual existence.

5. Registered Office, Agent. The registered office of the Corporation
is to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

6. Incorporator. The name and address of the incorporator is as follows:

Cary Ferchill
Ferchill & Hall, P.C.
301 Congress Avenue, Suite 1950
Austin, Texas 78701

7. Initial Director. The powers of the incorporator shall terminate
upon the filing of this certificate and the following person shall serve as the
sole director of the corporation until his successors are duly elected and
qualified:

J. Merritt Belisle
515 Congress Avenue, Suite 2626
Austin, Texas 78701
<PAGE> 2
8. Arrangement with Creditors. The following provisions are included
for the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders:

(a) The Board of Directors of the Corporation shall have the power,
without the assent or vote of the stockholders, to adopt, amend or repeal
the bylaws of the Corporation in such manner and subject to such
limitations, if any, as shall be set forth in the bylaws.

(b) Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this Corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions
of section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case
may be, agree to any reorganization of this Corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.

9. Director Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

10. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), liability, loss, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent permitted
by either (i) any applicable law in effect on the date
<PAGE> 3
of incorporation of the Corporation, or (ii) any law which becomes effective
during the existence of the Corporation and which is applicable to it.

11. By-Laws. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the by-laws of the Corporation.

12. Election of Directors. Elections of directors need not be by written
ballot unless the by-laws of the Corporation shall so provide.

/s/ CARY FERCHILL
-----------------------
Cary Ferchill

<PAGE> 1
EXHIBIT 3.8

CLASSIC TELEPHONE, INC.

BYLAWS

ARTICLE I.
OFFICES

Section 1.2. Other Offices. The Corporation may also have offices and
places of business at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 2.1. Place of Meetings. All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place within
or without the State of Delaware as shall be stated in the notice of the meeting
or in a duly executed waiver or notice thereof.

Section 2.2. Annual Meetings. The annual meeting of stockholders
shall be held at such time on such day, other than a legal holiday, in the third
month next succeeding the month in which the fiscal year of the Corporation
ends, as the Board of Directors in each such year determines. At the annual
meeting, the stockholders entitled to vote for the election of directors shall
elect, by a plurality vote, a Board of Directors and transact such other
business as may properly come before the meeting.

Section 2.3. Special Meetings. Special meetings of shareholders, for
any purpose or purposes, may be called by the President or the Board of
Directors and shall be called promptly by the President at the written request
of a majority of the entire Board of Directors or the holders of record of at
least twenty-five per cent (25%) of the issued and outstanding shares of stock
of the Corporation entitled to vote. Any such request shall state the purpose
or purposes of the proposed meeting. At any special meeting of stockholders,
only such business may be transacted as is related to the purpose or purposes
set forth in the notice of such meeting.

Section 2.5. Quorum. The holders of a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote, represented in
person or by proxy, shall be necessary to and shall constitute a quorum for the
transaction of business at any meeting of stockholders. If, however, such
quorum shall not be present or represented at any meeting of stockholders, the
stockholders entitled to vote
<PAGE> 2
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might not have been transacted at the meeting as originally
noticed. Notwithstanding the foregoing, if after any such adjournment the Board
of Directors shall fix a new record date for the adjourned meeting, or if the
adjournment is for more than thirty (30) days, a notice of such adjourned
meeting shall be given as provided in Section 2.4 of these Bylaws, but such
notice may be waived as provided in Section 4.1 hereof.

Section 2.6. Voting. At each meeting of the stockholders, each holder
of record of shares of stock entitled to vote shall be entitled to vote in
person or by proxy, and each such holder shall be entitled to one vote for
every share standing in his name or the books of the Corporation as of the
record date fixed by the Board of Directors or prescribed by law and, if a
quorum is present, a majority of the shares of such stock present or
represented at any meeting of stockholders shall be the vote of the
stockholders with respect to any item of business, unless otherwise provided by
any applicable provision of law, by these Bylaws or by the Certificate of
Incorporation.

Section 2.7. Proxies. Every stockholder entitled to vote at a meeting
or to express consent or dissent without a meeting or a stockholder's duly
authorized attorney-in-fact may authorize another person or persons to act for
him by proxy. Each proxy shall be in writing executed by the stockholder giving
the proxy or by his duly authorized attorney. No proxy shall be valid after the
expiration of three (3) years from its date, unless a longer period is provided
for in the proxy. Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it, or his legal representatives or
assigns, except in those cases where an irrevocable proxy permitted by statute
has been given.

Section 2.8. Consents. Whenever a vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provision of statute or of the Certificate of Incorporation or
these Bylaws, the meeting, prior notice thereof and vote of stockholders may be
dispensed with if the holders of shares having not less than the minimum number
of votes that would have been necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted
shall consent in writing to the taking of such action. Where corporate action
is taken in such matter by less than unanimous written consent, prompt written
notice of the taking of such action shall be given to all stockholders who have
not consented in writing thereto.

Section 2.9. Stock Records. The Secretary or agent having charge of the
stock transfer books shall make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order and showing
the address of and the number and class and series, if any, of shares held by
each. Such list, for a period of ten (10) days prior to such meeting, shall be
kept at the principal place of business of the Corporation or at the office of
the transfer agent or registrar of the Corporation and such other places as
required by statute and shall be subject to inspection by any stockholder at
any time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any stockholder at any time during the meeting.

ARTICLE III.
DIRECTORS

Section 3.1. Number. The number of directors of the Corporation which
shall constitute the entire Board of Directors shall be fixed from time to time
by a vote of a majority of the entire Board

2
<PAGE> 3
and shall be not less than one (1) nor more than seven (7). The first Board of
Directors shall consist of one member.

Section 3.2. Qualifications, Election and Tenure. Directors shall be at
least eighteen (18) years of age but need not be residents of the State of
Delaware. Directors need not be stockholders of the Corporation. With the
exception of the first Board of Directors, which shall be elected by the
incorporator, and except as otherwise provided in these Bylaws, directors shall
be elected at the annual meeting of stockholders, and each director so elected
shall hold office until the next annual meeting of stockholders and until his
successor has been elected and has qualified.

Section 3.3. Resignation and Removal. Any director may resign at any
time upon notice of resignation to the Corporation. Any director may be removed
at any time by vote of the stockholders then entitled to vote for the election
of directors at a special meeting called for that purpose, either with or
without cause.

Section 3.4. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason whatsoever shall
be filled by vote of the Board. If the number of directors then in office is
less than a quorum, such newly created directorships and vacancies may be
filled by a vote of a majority of the directors then in office. Any director
elected to fill a vacancy shall be elected until the next meeting of
stockholders at which the election of directors is in the regular course of
business, and until his successor has been elected and qualified.

Section 3.5. Powers and Duties. Subject to the applicable provisions of
law, these Bylaws or the Certificate of Incorporation, but in furtherance and
not in limitation of any rights therein conferred, the Board of Directors shall
have the control and management of the business and affairs of the Corporation
and shall exercise all such powers of the Corporation and do all such lawful
acts and things as may be exercised by the Corporation.

Section 3.6. Place of Meetings. All meetings of the Board of Directors
may be held either within or without the State of Delaware.

Section 3.7. Annual Meetings. An annual meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting to the newly elected directors
shall be necessary in order legally to constitute the meeting, provided a
quorum shall be present, or the newly elected directors may meet at such time
and place as shall be fixed by the written consent of all such directors.

Section 3.8. Regular Meetings. Regular meetings of the Board of
Directors may be held upon such notice or without notice, and at such time and
at such place as shall from time to time be determined by the Board.

Section 3.9. Special Meetings. Special meetings of the Board of
Directors may be called by the President and shall be called promptly by the
President or the Secretary upon the written request of any director specifying
the special purpose thereof, on not less than two (2) days' notice to each
director. Such request shall state the date, time and place of the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

3
<PAGE> 4
Section 3.10. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required) shall be
given by the President, and the Secretary or an Assistant Secretary and shall
state the place, date and time of the meeting. Notice of each such meeting
shall be given orally or shall be mailed to each director at his residence or
usual place of business. If notice of less than one week is given, it shall be
oral, whether by telephone or in person, or sent by special delivery mail or
overnight courier service. If mailed, the notice shall be given when deposited
in the United States mail, postage prepaid. Notice of any meeting need not be
given to any director who shall submit, either before or after the meeting, a
signed waiver of notice or who shall attend such meeting without protesting,
prior to or at its commencement, the lack of notice to him. Notice of any
adjourned meeting, including the place, date and time of the new meeting, shall
be given to all directors not present at the time of the adjournment, as well
as to the other directors unless the place, date and time of the new meeting is
announced at the adjourned meeting. Nothing herein contained shall preclude the
directors from waiving notice as provided in Section 4.1 hereof.

Section 3.11. Quorum and Voting. At all meetings of the Board of Directors
a majority of the entire Board shall be necessary to and shall constitute a
quorum for the transaction of business at any meeting of directors, unless
otherwise provided by any applicable provision of law, by these Bylaws, or by
the Certificate of Incorporation. The act of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors, unless otherwise provided by any applicable
provision of law, by these Bylaws or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, until a
quorum shall be present.

Section 3.12. Compensation. The Board of Directors, by the affirmative
vote of a majority of the directors then in office, and irrespective of any
personal interest of any of its members, shall have authority to establish
reasonable compensation of all directors for services to the Corporation as
directors, officers or otherwise.

Section 3.13. Books and Records. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the state,
outside of the State of Delaware, at such place or places as they may from
time to time determine.

Section 3.14. Action Without a Meeting. Any action required or permitted
to be taken by the Board, or by a committee of the Board, may be taken without
a meeting if all members of the Board or the committee, as the case may be,
consent in writing to the adoption of a resolution authorizing the action. Any
such resolution and the written consents thereto by the members of the Board or
committee shall be filed with the minutes of the proceedings of the Board or
committee.

Section 3.15. Telephone Participation. Any one or more members of the
Board, or any committee of the board, may participate in a meeting of the
Board or committee by means of a conference telephone call or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

Section 3.16. Committees of the Board. The Board, by resolution adopted by
a majority of the entire Board, may designate one or more committees, each
consisting of one or more directors. The Board may designate one or more
directors as alternate members of any such committee. Such alternate members
may replace any absent member or members at any meeting of such committee. Each
committee (including the members thereof) shall serve at the pleasure of the
Board and shall keep minutes of its meetings and report the same to the Board.
Except as otherwise provided by law, each such committee,

<PAGE> 5
to the extent provided in the resolution establishing it, shall have and may
exercise all the authority of the Board with respect to all matters. However,
no such committee shall have power or authority to:

(a) amend the Certificate of Incorporation;

(b) adopt an agreement or merger or consolidation;

(c) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets;

(d) recommend to the stockholders a dissolution of the Corporation or
a revocation of a dissolution;

(e) amend these Bylaws; and unless expressly so provided by
resolution of the Board, no such committee shall have power or authority
to:

(f) declare a dividend; or

(g) authorize the issuance of shares of the Corporation of any class.

ARTICLE IV.
WAIVER

Section 4.1. Waiver. Whenever a notice is required to be given by any
provision of law, by these Bylaws, or by the Certificate of Incorporation, a
waiver thereof in writing, whether before or after the time stated therein,
shall be deemed equivalent to such notice. In addition, any stockholder
attending a meeting of stockholders in person or by proxy without protesting
prior to the conclusion of the meeting the lack of notice thereof to him,
and any director attending a meeting of the Board of Directors without
protesting prior to the meeting or at its commencement such lack of notice,
shall be conclusively deemed to have waived notice of such meeting.

ARTICLE V.
OFFICERS

Section 5.1. Executive Officers. The executive officers of the
Corporation shall be a Chairman of the Board, a President, a Treasurer and a
Secretary. Any person may hold two or more of such offices. The executive
officers of the Corporation shall be elected annually (and from time to time by
the Board of Directors, as vacancies occur), at the annual meeting of the
Board of Directors following the meeting of stockholders at which the Board of
Directors was elected.

Section 5.2. Other Officers. The Board of Directors may appoint such
other officers and agents, including one or more Vice Presidents, Assistant
Vice President, Assistant Secretaries and Assistant Treasurers, as it shall at
any time or from time to time deem necessary or advisable.

5
<PAGE> 6
Section 5.4. Tenure and Removal. The officers of the Corporation shall
be elected or appointed to hold office until their respective successors are
elected or appointed. All officers shall hold office at the pleasure of the
Board of Directors, and any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors for cause or
without cause at any regular or special meeting.

Section 5.5. Vacancies. Any vacancy occurring in any office of the
Corporation, whether because of death, resignation or removal, with or without
cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6. Compensation. The salaries and other compensation of all
officers and agents of the Corporation shall be fixed by or in the manner
prescribed by the Board of Directors.

Section 5.7. Chairman of the Board. The Chairman of the Board shall be
the chief administrative and executive officer of the Corporation. The
Chairman of the Board shall preside at all meetings of the stockholders and the
directors and shall see to it that all orders and resolutions of the Board of
Directors are carried into effect.

Section 5.8. President. The President shall have general and active
management of the business and affairs of the Corporation and be responsible
for its day-to-day operations, subject to the control of the Board of Directors.

Section 5.9. Vice Presidents. Each Vice President, if any, shall have
such powers and shall perform such duties as may from time to time be assigned
to him by the Board of Directors.

Section 5.10. Secretary. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors and shall record all
proceedings taken at such meetings in a book to be kept for that purpose; he
shall see that all notices of meetings of stockholders and meetings of the Board
of Directors are duly given in accordance with the provisions of these Bylaws or
as required by law; he shall be the custodian of the records and of the
corporate seal or seals of the Corporation; he, or an Assistant Secretary, shall
have authority to affix the corporate seal or seals to all documents, the
execution of which, on behalf of the Corporation, under its seal, is duly
authorized, and when so affixed it may be attested by his signature or the
signature of such Assistant Secretary; and in general, he shall perform all
duties incident to the office of the Secretary of a corporation, and such other
duties as the Board of Directors may from time to time prescribe.

Section 5.11. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit, or cause to be deposited, in the name and to the
credit of the Corporation, all moneys and valuable effects in such banks, trust
companies, or other depositories as shall from time to time be selected by the
Board of Directors. He shall keep full and accurate amounts of receipts and
disbursements in books belonging to the Corporation; he shall render to the
President and to each member of the Board of Directors, whenever requested, an
account of all of his transactions as Treasurer and of the financial condition
of the Corporation; and in general, he shall perform all of the duties incident
to the office of the Treasurer of a corporation, and such other duties as the
Board of Directors may from time to time prescribe.

Section 5.12. Other Officers. The Board of Directors may also elect or
may delegate to the President the power to appoint such other officers as it
may at any time from time to time deem advisable, and any officers so elected
or appointed shall have such authority and perform such duties as the Board of
Directors or the President, if he shall have appointed them, may from time to
time prescribe.

<PAGE> 7
ARTICLE VI.
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1. Form and Signature. The shares of the Corporation shall be
represented by certificates signed by the President or any Vice President and
by the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.
Each certificate representing shares shall state upon its face (a) that the
Corporation is formed under the laws of the State of Delaware, (b) the name of
the person or persons who whom it is issued, (c) the number of shares which
such certificate represents and (d) the par value, if any, of each share
represented by such certificate.

Section 6.2. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares of stock to receive dividends or other distributions, and to
vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares of stock, and shall not be bound
to recognize any equitable or legal claim to or interest in such shares on the
part of any other person.

Section 6.3. Transfer of Stock. Upon surrender to the Corporation or the
appropriate transfer agent, if any, of the Corporation, of a certificate
representing shares of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and, in the event that the
certificate refers to any agreement restricting transfer of the shares which it
represents, proper evidence of compliance with such agreement, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

Section 6.4. Lost Certificates, etc. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit to that fact and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.

Section 6.6. Regulations. Except as otherwise provided by law, the Board
may make such additional rules and regulations, not inconsistent with these
Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars and may require all certificates for
shares of capital stock to bear the signature or signatures of any of them.

7
<PAGE> 8
ARTICLE VII.
GENERAL PROVISIONS

Section 7.1. Dividends and Distributions. Dividends and other
distributions upon or with respect to outstanding shares of stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, bonds, property, or in stock of the
Corporation. The Board shall have full power and discretion, subject to the
provisions of the Certificate of Incorporation or the terms of any other
corporate document or instrument binding upon the Corporation to determine
what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2. Checks, etc. All checks or demands for money and notes or
other instruments evidencing indebtedness or obligations of the Corporation
shall be signed by such officer or officers or other person or persons as may
from time to time be designated by the Board of Directors.

Section 7.3. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

Section 7.4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 7.5. General and Special Bank Accounts. The Board may authorize
from time to time the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may be delegated by the Board from time to
time. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.

ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS

Section 8.1. Indemnification by Corporation. To the extent permitted by
law, the Corporation shall indemnify any person against any and all judgments,
fines, amounts paid in settling or otherwise disposing of actions or threatened
actions, and expenses in connection therewith, incurred by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

ARTICLE IX.
ADOPTION AND AMENDMENTS

Section 9.1. Power to Amend. These Bylaws may be amended or repealed and
any new Bylaw may be adopted by the Board of Directors; provided that these
Bylaws and any other Bylaws amended or adopted by the Board of Directors may be
amended or repealed, and any Bylaws repealed by the Board of Directors may be
reinstated, and new Bylaws may be adopted, by the stockholders of the
Corporation entitled to vote at the time for the election of directors.

<PAGE> 1
EXHIBIT 3.9

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF INCORPORATION OF "UNIVERSAL CABLE HOLDINGS, INC.", FILED IN
THIS OFFICE ON THE TWENTY-FIRST DAY OF OCTOBER, A.D. 1985, AT 10 O'CLOCK
A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2073810 8100 AUTHENTICATION: 9209005

981283361 DATE: 07-21-98
<PAGE> 2
CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.

I, the undersigned natural person of the age of 18 years or more, acting as
an incorporator of a corporation (hereinafter called the "Corporation") under
the General Corporation Law of Delaware, do hereby adopt the following
Certificate of Incorporation for the Corporation:

ARTICLE ONE

The name of the Corporation is Universal Cable Holdings, Inc.

ARTICLE TWO

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Centre, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

ARTICLE THREE

The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activity for which corporations may be organized under
the General Corporation Law of Delaware.

ARTICLE FOUR

The aggregate number of shares which the Corporation shall have authority
to issue is 5,000 shares of Common Stock and shall be of the par value of $.01
per share. Each share of Common Stock shall have identical rights and privileges
in every respect.

ARTICLE FIVE

No holder of any shares of any class or series of stock (whether now or
hereafter authorized) of the Corporation shall, as such holder, have any
preemptive or preferential right to receive, purchase or subscribe to (a) any
unissued or treasury shares of any class of stock (whether now or hereafter
authorized) of the Corporation (b) any obligations, evidences of indebtedness
or other securities of the Corporation convertible

<PAGE> 3
into or exchangeable for, or carrying or accompanied by any rights to receive,
purchase or subscribe to, any such unissued or treasury shares, (c) any right
of subscription to or right to receive, or any warrant or option for the
purchase of, any of the foregoing securities or (d) any other securities that
may be issued or sold by the Corporation.

ARTICLE SIX

Cumulative voting for the election of directors is expressly denied and
prohibited.

ARTICLE SEVEN

The name of the incorporator of the Corporation is Ronald A. Woessner and
the mailing address of such incorporator is Founders Square, Suite 100, 900
Jackson Street, Dallas, Texas 75202-4499.

ARTICLE EIGHT

The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the name and mailing address of the person
who is to serve as the sole director of the Corporation until the first annual
meeting of the stockholders of the Corporation or until his successor is
elected and qualified is:

Name Mailing Address
---- ---------------
Eric C. Neuman 1509 Main Street, Suite 1300
Dallas, Texas 75201

Thereafter, the number of directors of the Corporation shall be specified in,
or determined in the manner provided in, the bylaws of the Corporation.

ARTICLE NINE

Directors of the Corporation need not be elected by written ballot.

ARTICLE TEN

The directors of the Corporation shall have the power to adopt, amend, and
repeal the bylaws of the Corporation.

<PAGE> 4

ARTICLE ELEVEN

No contract or transaction between a corporation and one or more of its
directors, officers, or shareholders or between a corporation and any person
(as used herein "person" means other corporation, partnership, association,
firm, trust, joint venture, political subdivision, or instrumentality) or other
organization in which one or more of its directors, officers, or shareholders
are directors, officers or shareholders, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if; (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders; or (3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee or the shareholders. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or transaction.

Every person who may become a director of the Corporation is hereby
relieved from any liability that might otherwise exist from contracting with
the Corporation for the benefit of himself or of any person in which he has any
interest; provided that the fact of such interest shall have been disclosed or
known to the other directors or shareholders of the Corporation, as the case
may be, acting upon or with reference to such act, contract, or transaction,
even though the presence at a meeting or vote or votes of such interested
director might have been necessary to obligate the Corporation upon such act,
contract, or transaction.

3
<PAGE> 5

ARTICLE TWELVE

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, upon a plea of nolo contendere or equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect of any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

4
<PAGE> 6

ARTICLE THIRTEEN

Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court or equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for the Corporation
under the provisions of section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

I, the undersigned, for the purpose of forming the Corporation under the
laws of the State of Delaware, do make, file, and record this Certificate of
Incorporation and do certify that the facts stated herein are true and,
accordingly, I do hereunto set my hand on October 17, 1985.

/s/ RONALD A. WOESSNER
---------------------------
Ronald A. Woessner

5
<PAGE> 7
STATE OF TEXAS )
)
COUNTY OF DALLAS )

Be it remembered, that on this 17 day of October, 1985, personally
appeared before me, Michele L. Kiper, a notary public, Ronald A. Woessner,
party to the foregoing Certificate of Incorporation, known to me personally to
be such, and I having first made known to him the contents of said
certificate, he did acknowledge that he signed and delivered the same as his
voluntary act and deed, and deposed that the facts therein stated were truly
set forth.

Given under my hand and seal of office the day and year aforesaid.

/s/ MICHELE L. KIPER
----------------------------- [SEAL]
Notary Public in and for
the State of Texas

My Commission Expires:
11-4-87

6
<PAGE> 8

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "UNIVERSAL CABLE HOLDINGS, INC.", FILED IN THIS OFFICE ON
THE TWENTIETH DAY OF DECEMBER, A.D. 1985, AT 3 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2073810 8100 AUTHENTICATION: 9209006

981283361 DATE: 07-21-98
<PAGE> 9
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.
(with amendments)

(Pursuant to Section 242 & 245)

Universal Cable Holdings, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify as follows:

First: That the name of the Corporation is Universal Cable Holdings, Inc.

Second: That the Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on October 21, 1985.

Third: This Restated Certificate of Incorporation was adopted in accordance
with Section 245 of the Delaware General Corporation Law (including approval by
unanimous written consent of the directors and shareholders of the Corporation).

Fourth: That as restated and amended, the Corporation's Certificate of
Incorporation shall read as follows:

RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.

_______________________________________________________________________________

FIRST

The name of the Corporation is Universal Cable Holdings, Inc.

SECOND

<PAGE> 10
THIRD

The purpose for which the Corporation is organized is to engage in any and
all lawful acts and activity for which corporations may be organized under the
General Corporation Law of Delaware.

FOURTH

The aggregate number of shares which the Corporation shall have authority
to issue is (i) 300,000 shares, $.10 par value, designated Common Stock, (ii)
150,000 shares, $.10 par value, designated Nonvoting Common Stock, and (iii)
75,000 shares, $1.00 par value, designated 12% Senior Redeemable Preferred
Stock (the "Preferred Stock").

The following is a statement of the designations, preferences,
limitations, and relative rights in respect of the shares of each class of
stock of the Corporation.

Section 1. Preferred Stock. The rights and preferences of the Preferred
Stock shall be as follows:

(a) Dividends. Dividends on each share of Preferred Stock shall
accumulate daily whether or not earned or declared, at an annual rate of $.12
per annum from and after the date of issuance thereof. Such dividends shall be
paid, to the extent declared by the board of directors, out of funds legally
available for the payment of dividends, at such time or times as may be
declared by the board of directors.

(b) Redemption.

(i) Optional Redemption. The Corporation may redeem the
Preferred Stock at any time prior to December 31, 1990, in whole or in part
on not less than 10 days' prior written notice to each holder of Preferred
Stock, for cash at a price equal to $1.00 per share, plus the amount of all
unpaid dividends accumulated thereon through the date of redemption
(provided, that if the Corporation elects at any time to redeem less than all
shares of Preferred Stock then outstanding, it shall redeem the shares of
Preferred Stock that it elects to redeem ratably from all holders of
Preferred Stock according to the number of shares held by each, with such
adjustments as may be necessary to eliminate fractional shares).

(ii) Mandatory Redemption. On December 31, 1990, the Corporation
shall, to the extent it may lawfully do so, redeem all shares of Preferred
Stock then

2
<PAGE> 11
outstanding, for cash at a price equal to $1.00 per share, plus the
amount of all unpaid dividends accumulated thereon through the date of
redemption (the "Liquidation Value"), and if an Event of Noncompliance
(as defined in the Purchase Agreement, dated as of December 20, 1985
(the "Agreement"), by and among the Corporation, Jay O'Neal,
Communications Partners, Ltd., and InterFirst Venture Corporation (the
"Buyer")), shall have occurred and be continuing, the Corporation shall,
within 60 days following receipt by the Corporation of a written request
of the holders of more than 50% of the outstanding Preferred Stock and
to the extent it may lawfully do so, redeem all shares of Preferred
Stock then outstanding, for cash at the liquidation value; provided
that, with respect to an Event of Noncompliance set forth in Section
11(b)(vi)(y) of the Agreement, the rights of the Majority Preferred
Stockholders under this clause shall not arise until any such default
therein referenced shall have resulted in an acceleration of the
indebtedness evidenced by the Loan Agreement or other contract or
agreement; provided, that if pursuant to this subsection (b)(ii) of this
Section 1, the Corporation at any time redeems less than all shares of
Preferred Stock then outstanding, it shall redeem such shares ratably
from all holders of Preferred Stock according to the number of shares
held by each, with such adjustments as may be necessary to eliminate
fractional shares. The Corporation shall take all corporate and other
action it can lawfully take to enable it to redeem the Preferred Stock
as contemplated by this subsection (b)(ii) of this Section 1, and if it
cannot lawfully redeem all of the then outstanding shares of Preferred
Stock on December 31, 1990, it shall redeem the maximum number of shares
it may lawfully redeem on such date, and it shall redeem the remainder
of the Preferred Stock at the earliest possible time or times thereafter
when it can lawfully do so.

(iii) Sale of the Company.

(A) In the event of a Sale of the Corporation, any holder of
Preferred Stock may require the Corporation to redeem all or any
portion of the Preferred Stock owned by such holder at a price
per share equal to the Liquidation Value of such shares. The
Corporation will notify each holder of Preferred Stock of an
impending Sale of the Corporation not less than 30 days prior to
the consummation thereof, and each such holder will have until 20
days after the receipt of

3
<PAGE> 12
such notice to request redemption of all or any portion of the
Preferred Stock owned by such holder. Upon receipt of such
request, the Corporation will be obligated to redeem the number
of shares specified in such request at the time of the
consummation of such Sale of the Corporation. No Sale of the
Corporation will be consummated unless the Corporation has
fulfilled all of its obligations to the holders of Preferred
Stock under this Section 1(b)(iii). The Sale of the Corporation
must occur within 180 days after the delivery of the notice
herein required to be sent to each holder of Preferred Stock.
The term "Sale of the Corporation" means (a) a sale or transfer
of all or substantially all of the assets of the Corporation in
any transaction or series of related transactions, and (b) any
merger or consolidation to which the Corporation is a party.

(B) Redemption made pursuant to this Section 1(b)(iii)
will not relieve the Corporation of its obligation to redeem
Preferred Stock on the dates set forth in Section 1(b)(i) or
(ii).

(iv) Redemption Obligations. For each share which is to be
redeemed, the Corporation will be obligated on the redemption date to pay
to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such Share duly endorsed
in blank or accompanied by an appropriate form of assignment) an amount
equal to the Liquidation Value thereof. If the funds of the Corporation
legally and actually available for redemption of a series of shares on any
Redemption Date are insufficient to redeem the total number of shares of
that Series to be redeemed on such date, those funds which are legally and
actually available will be used to redeem the maximum possible number of
shares of that series ratably, according to the number of shares held,
among the holders of the shares to be redeemed. At any time thereafter as
additional funds of the Corporation are legally and actually available for
the redemption of shares, such funds will immediately be used to redeem
the balance of the shares which the Corporation has become obligated to
redeem on any redemption date but which it has not redeemed.

(v) Other Redemptions or Acquisitions. The Corporation will
neither redeem nor otherwise acquire any

4
<PAGE> 13
Preferred Stock, except as expressly authorized herein or pursuant to
offers made pro rata to all holders of Preferred Stock.

(c) Voting Rights. The holders of Preferred Stock shall not be
entitled to vote on any matters to be voted on by the shareholders of the
Corporation, except as may otherwise be expressly required by law, by this
Restated Certificate of Incorporation or by the Agreement (as defined in
Section 1(b)(ii) hereof). Notwithstanding the foregoing, the Corporation shall
not (i) pay any dividends or make any distributions on or purchase any Common
Stock or Nonvoting Common Stock without the written consent of the holders of
at least a majority of the Preferred Stock (ii) issue any class of stock that
ranks senior to or equal with the Preferred Stock as to dividends or rights on
liquidation without the written consent of the holders of at least a majority
of the Preferred Stock, or (iii) change the preferences, limitations, or
relative rights of the Preferred Stock without the written consent of the
holders of at least a majority of the Preferred Stock.

(d) Priority of Preferred Stock upon Dissolution. Subject to the
remaining provisions of this subsection (d) of this Section 1, in the event of
any liquidation, dissolution, or winding up of the affairs of the Corporation,
whether voluntary or involuntary, after payment or provision for payment of the
debts and liabilities of the Corporation, the holders of the Preferred Stock
shall be entitled to receive, out of the remaining assets of the Corporation,
$1.00 in cash for each share of Preferred Stock they then hold, plus an amount
equal to all dividends accumulated and unpaid on each share through the date of
distribution (the "Preference Amount"), before any distribution shall be made
to the holders of any shares of Common Stock or Nonvoting Common Stock or any
other class of stock of the Corporation. If upon any such liquidation,
dissolution, or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the assets of the Corporation available for distribution to
shareholders shall be insufficient to permit the payment to the holders of the
Preferred Stock of their respective Preference Amounts, then the entire assets
of the Corporation remaining after payment or provision for payment of the
debts and liabilities of the Corporation shall be distributed among the holders
of Preferred Stock then outstanding, ratably among the holders of Preferred
Stock then outstanding according to the number of shares held by each.

Neither the consolidation nor the merger of the Corporation with or
into any other corporation, nor any sale, lease, exchange, or conveyance of all
or any part of the

5
<PAGE> 14
properties, assets, or business of the Corporation, shall be deemed to be a
liquidation, dissolution, or winding up of the affairs of the Corporation
within the meaning of this subsection (d) of this Section 1.

No provisions of this subsection (d) of this Section 1 shall in any
manner, prior to any liquidation, dissolution, or winding up of the affairs of
the Corporation, whether voluntary or involuntary, create or be deemed to
create any restrictions upon the surplus of the Corporation or prohibit the
payment of dividends on the capital stock of the Corporation out of the funds
of the Corporation legally available therefor, nor shall any such restriction
or prohibition be in any manner inferred from the provisions of this subsection
(d) of this Section 1.

(e) No Reissue. No shares of Preferred Stock that are acquired by
the Corporation, through redemption, repurchase, or otherwise, shall be
reissued by the Corporation.

Section 2. Common Stock and Nonvoting Common Stock.

(a) Common Stock and Nonvoting Common Stock shall have identical
rights and privileges in every respect, except that the holders of Nonvoting
Common Stock shall not be entitled to vote on any matter whatsoever except as
otherwise expressly required by law.

(b) Subject to the prior rights and preferences of the Preferred
Stock and subject to the provisions and on the conditions set forth in Section
1 of this ARTICLE FOURTH, such dividends (payable in cash, stock, or otherwise)
as may be determined by the board of directors of the Corporation may be
declared and paid on the Common Stock and Nonvoting Common Stock from time to
time out of any funds legally available therefor.

(d) After payment shall have been made in full to the holders of the
Preferred Stock in the event of any liquidation, dissolution, or winding up of
the affairs of the Corporation, the remaining assets and funds of the
Corporation shall be distributed among the holders of the Common Stock and
Nonvoting Common Stock according to their respective shares.

6
<PAGE> 15
(e) Each share of Nonvoting Common Stock shall be convertible into
one share (subject to appropriate adjustment if there shall be any stock split,
reverse stock split, or similar change in the Common Stock or Nonvoting Common
Stock after the date hereof) of Common Stock, at any time at the option of the
holder by delivery to the Corporation at its principal executive office of the
certificates representing shares to be converted, duly endorsed, together with
written instructions that the shares are to be converted; provided, however,
that (i) no shares may be converted until such time as all necessary filings
shall have been made with, and all necessary approvals obtained from, the
Federal Communications Commission (the "FCC"), and (ii) no conversion may be
made in violation of Section 4 of this ARTICLE FOURTH of this Restated
Certificate of Incorporation.

Section 3. Preemptive Rights. Except as otherwise provided in this
Restated Certificate of Incorporation or in the Agreement, no holder of any
shares of the Preferred Stock, Common Stock, or Nonvoting Common Stock issued
by the Company shall, solely by reason of his capacity as such a holder, have
any preemptive right whatsoever.

Section 4. Compliance With Laws. No transfer of stock of the
Corporation may be made by any stockholder to any person, association,
corporation, joint venture, partnership, trust, business, or individual (any
"Person"), nor may conversion of any stock of the Corporation be made by any
Person, (i) until receipt by the Corporation of a notice from such Person that
such transfer or conversion, as applicable, shall not cause (solely as the
result of such Person's then ownership of one or more licenses issued by the
FCC or of then ownership interest by such Person or its Affiliates (hereinafter
defined) in any Person(s) which then hold(s) one or more licenses issued by the
FCC) the Corporation or any of its subsidiaries to be in violation of the
multiple ownership rules of the FCC, and (ii) solely in the case of a transfer
in a negotiated arm's length transaction, until receipt by the Corporation of an
agreement from such Person, binding and enforceable by the Corporation, that if
such transfer shall, in fact, cause a violation by the Corporation or any of its
subsidiaries of such multiple ownership rules (solely as the result of such then
ownership) then it shall be the obligation of such Person, and not of the
Corporation or its subsidiaries, to correct such violation, and such Person
shall indemnify and hold harmless the Corporation and its subsidiaries from and
against any damage which they may incur as a result of such violation.
"Affiliate" shall mean with respect to any Person, a corporation, association,
joint venture, partnership, trust, business, or

<PAGE> 16
individual which directly or indirectly through one or more intermediaries, is
controlled by such Person, or in which such Person has an ownership interest.

FIFTH

Cumulative voting for the election of directors is expressly denied and
prohibited.
SIXTH

The name of the incorporator of the Corporation is Ronald A. Woessner and
the mailing address of such incorporator is Founders Square, Suite 100, 900
Jackson Street, Dallas, Texas 75202-4499.

SEVENTH

Directors of the Corporation need not be elected by written ballot.

EIGHTH

The directors of the Corporation shall have the power to adopt, amend, and
repeal the bylaws of the Corporation.

NINTH

No contract or transaction between the Corporation and one or more of its
directors, officers, or shareholders or between the Corporation and any person
(as used herein "person" means other corporation, partnership, association,
firm, trust, joint venture, political subdivision, or instrumentality) or other
organization in which one or more of its directors, officers, or shareholders
are directors, officers or shareholders, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if; (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the
contract or

8
<PAGE> 17
transaction is specifically approved in good faith by vote of the shareholders;
or (3) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the board of directors, a committee
or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

TENTH

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, upon a plea of nolo contendere or equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect of any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened,

9
<PAGE> 18
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

ELEVENTH

Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for the Corporation
under the provisions of section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

10
<PAGE> 19
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be executed as of the 20th day of December, 1985.

UNIVERSAL CABLE HOLDINGS, INC.

Attest: ERIC C. NEUMAN By ERIC C. NEUMAN
------------------- ----------------------
Eric C. Neuman, Eric C. Neuman,
Secretary Vice President

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

Before me, the undersigned authority, on this day personally appeared Eric
C. Neuman, the Vice President and Secretary of Universal Cable Holdings, Inc.,
a Delaware corporation, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he executed the same
for the purposes and consideration therein expressed, in the capacity therein
stated and as the act and deed of said corporation and the facts stated therein
are true.

Given under my hand and seal of office on this the 20th day of December,
A.D. 1985.

NANCY WALLIN
--------------------------- [SEAL]
Notary Public in and for
the State of Texas

My Commission Expires:

June 4, 1989

<PAGE> 20

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "UNIVERSAL CABLE HOLDINGS, INC.", FILED IN THIS OFFICE
ON THE THIRD DAY OF FEBRUARY, A.D. 1987, AT 1:45 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2073810 8100 AUTHENTICATION: 9209007

981283361 DATE: 07-21-98
<PAGE> 21
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.

(Pursuant to GCL Section 242 and Section 245)

Universal Cable Holdings, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify as follows:

First: That the name of the Corporation is Universal Cable Holdings, Inc.

Second: That the Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on October 21, 1985.

Third: That a Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on December 20, 1985.

Fourth: That this Restated Certificate of Incorporation, which restates and
also further amends the Corporation's Restated Certificate of Incorporation
filed on December 20, 1985, was proposed by the directors and duly adopted by
the stockholders in the manner and by the vote prescribed by Section 242 and
Section 245 of the Delaware General Corporation Law.

Fifth: That as restated and amended, the Corporation's Restated Certificate of
Incorporation shall read as follow:

RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.

- -------------------------------------------------------------------------------

FIRST

The name of the Corporation is Universal Cable Holdings, Inc.

SECOND

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Corporation.

<PAGE> 22
THIRD

The purpose for which the Corporation is organized is to engage in any and
all lawful acts and activity for which corporations may be organized under the
General Corporation Law of Delaware.

FOURTH

The aggregate number of shares which the Corporation shall have authority
to issue is (i) 635,000 shares, $.10 par value, designated Common Stock, (ii)
560,000 shares, $.10 par value, designated Nonvoting Common Stock, and (iii)
3,065,000 shares, $1.00 par value, designated 12% Senior Redeemable Preferred
Stock (the "Preferred Stock").

The following is a statement of the designations, preferences,
limitations, and relative rights in respect of the shares of each class of
stock of the Corporation.

Section 1. Preferred Stock. The rights and preferences of the Preferred
Stock shall be as follows (unless the holders of a majority of the outstanding
Preferred Stock otherwise agree):

(b) Redemption.

(i) Optional Redemption. The Corporation may redeem shares of
Preferred Stock at any time prior to five (5) years from the date of
issuance of such shares of Preferred Stock, in whole or in part on not less
than 10 days' prior written notice to each holder of such shares of
Preferred Stock, for cash at a price equal to $1.00 per share, plus the
amount of all unpaid dividends accumulated thereon through the date of
redemption (provided, that if the Corporation elects at any time to redeem
less than all shares of Preferred Stock then outstanding, it shall redeem
the shares of Preferred Stock that it elects to redeem ratably from all
holders of Preferred Stock according to the number of shares held by each,
with such adjustments as may be necessary to eliminate fractional shares).

(ii) Mandatory Redemption. On the fifth anniversary of the date
of issuance of shares of Preferred Stock, the

2
<PAGE> 23
Corporation shall, to the extent it may lawfully do so, redeem those shares
of Preferred Stock which have been outstanding for such five year period,
for cash at a price equal to $1.00 per share, plus the amount of all unpaid
dividends accumulated thereon through the date of redemption (the
"Liquidation Value"), and if an Event of Noncompliance (as defined in that
certain Purchase Agreement, dated as of February 3, 1987 (the
"Agreement"), by and among the Corporation, Jay J. O'Neal, Communications
Partners, Ltd., Rust Capital, Ltd. ("Rust"), and MVenture Corp.
("MVenture") shall have occurred and be continuing, the Corporation shall,
within 60 days following receipt by the Corporation of a written request of
the holders of more than 50% of the outstanding Preferred Stock and to the
extent it may lawfully do so, redeem all shares of Preferred Stock then
outstanding, for cash at the Liquidation Value; provided that, with respect
to an Event of Noncompliance set forth in Section 11(b)(vi)(y) of the
Agreement, the rights of the Majority Preferred Stockholders (as defined in
the Agreement) under this clause shall not arise until any such default
therein referenced shall have resulted in an acceleration of the
indebtedness evidenced by any agreement for borrowed money or other
contract or agreement; provided, that if pursuant to this subsection
(b)(ii) of this Section 1, the Corporation at any time redeems less than
all shares of Preferred Stock which have been outstanding for a period of
five (5) years or more, it shall redeem such shares ratably from all
holders of shares of Preferred Stock which have been outstanding for such
five (5) year period according to the number of such shares held by each,
with such adjustments as may be necessary to eliminate fractional shares.
The Corporation shall take all corporate and other action it can lawfully
take to enable it to redeem the Preferred Stock as contemplated by this
subsection (b)(ii), and if it cannot lawfully redeem all of the shares of
Preferred Stock which remain outstanding on the fifth (5th) anniversary of
their issuance, it shall (A) redeem the maximum number of such shares it
may lawfully redeem on such date, (B) pay interest as it accrues to each
holder of Preferred Stock on the first day of each month after such fifth
anniversary at the rate of 12% per annum on all accrued but unpaid
dividends, and (C) redeem the remainder of the Preferred Stock which has
been outstanding for such five (5) year period at the earliest possible
time or times thereafter when it can lawfully do so.

(iii) Sale of the Company.

3
<PAGE> 24
to the Liquidation Value of such share. The Corporation will
notify each holder of Preferred Stock of an impending Sale of
the Corporation not less than 30 days prior to the consummation
thereof, and each such holder will have until 20 days after the
receipt of such notice to request redemption of all or any
portion of the Preferred Stock owned by such holder. Upon
receipt of such request, the Corporation will be obligated to
redeem the number of shares specified in such request at the time
of the consummation of such Sale of the Corporation. No Sale of
the Corporation will be consummated unless the Corporation has
fulfilled all of its obligations to the holders of Preferred
Stock under this Section 1(b)(iii). Unless the Sale of the
Corporation occurs within 180 days after the delivery of the
notice herein required to be sent to each holder of Preferred
Stock, the Corporation may not consummate the Sale of
the Corporation without the foregoing notice, request, and
redemption procedure being repeated. The term "Sale of the
Corporation" means (a) a sale or transfer of all or
substantially all of the assets of the Corporation in any
transaction or series of related transactions, and (b) any
merger or consolidation to which the Corporation is a party if
the Corporation thereby becomes a subsidiary of another entity
or does not survive.

(B) Redemptions made pursuant to this Section 1(b)(iii)
will not relieve the Corporation of its obligation to redeem
Preferred Stock that remains outstanding on the dates set forth
in Section 1(b)(i) or (ii).

(iv) Redemption Obligations. For each share of Preferred
Stock which is to be redeemed, the Corporation will be obligated on
the redemption date to pay to the holder thereof (upon surrender by
such holder at the Corporation's principal office of the certificate
representing such share duly endorsed in blank or accompanied by an
appropriate form of assignment) an amount equal to the Liquidation
Value thereof. If the funds of the Corporation legally and actually
available for redemption of shares on any redemption date are
insufficient to redeem the total number of shares of Preferred Stock
to be redeemed on such date, those funds which are legally and
actually available will be used to redeem the maximum possible number
of shares of Preferred Stock ratably, according to the number of
shares held, among the holders of the shares to be redeemed. At any
time thereafter as additional funds of the Corporation are legally and
actually available for the redemption of shares, such funds will
immediately be used to redeem the balance of the shares

4
<PAGE> 25

which the Corporation has become obligated to redeem on any redemption date
but which it has not redeemed.

(v) Other Redemptions or Acquisitions. The Corporation will
neither redeem nor otherwise acquire any Preferred Stock, except as
expressly authorized herein or pursuant to offers made pro rata to all
holders of Preferred Stock.

(c) Voting Rights. The holders of Preferred Stock shall not be
entitled to vote on any matters to be voted on by the stockholders of the
Corporation, except as may otherwise be expressly required by law, by this
Restated Certificate of Incorporation, or by the Agreement (as defined in
Section 1(b)(ii) hereof). Notwithstanding the foregoing, the Corporation shall
not (i) pay any dividends or make any distributions on or purchase any Common
Stock or Nonvoting Common Stock without the written consent of the holders of at
least a majority of the Preferred Stock, (ii) issue any class of stock that
ranks senior to or equal with the Preferred Stock as to dividends or rights on
liquidation without the written consent of the holders of at least a majority of
the Preferred Stock, or (iii) change the preferences, limitations, or relative
rights of the Preferred Stock without the written consent of the holders of at
least a majority of the Preferred Stock.

(d) Priority of Preferred Stock upon Dissolution. Subject to the
remaining provisions of this subsection (d) of this Section 1, in the event of
any liquidation, dissolution, or winding up of the affairs of the Corporation,
whether voluntary or involuntary, after payment or provision for payment of the
debts and liabilities of the Corporation, the holders of the Preferred Stock
shall be entitled to receive, out of the remaining assets of the Corporation,
$1.00 in cash for each share of Preferred Stock they then hold, plus an amount
equal to all dividends accumulated and unpaid on each share through the date of
distribution (the "Preference Amount"), before any distribution shall be made to
the holders of any shares of Common Stock or Nonvoting Common Stock or any other
class of stock of the Corporation. If upon any such liquidation, dissolution, or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
the assets of the Corporation available for distribution to stockholders shall
be insufficient to permit the payment to the holders of the Preferred Stock of
their respective Preference Amounts, then the entire assets of the Corporation
remaining after payment or provision for payment of the debts and liabilities of
the Corporation shall be distributed among the holders of Preferred Stock then
outstanding, ratably among the holders of Preferred Stock then outstanding
according to the number of shares held by each.

Neither the consolidation nor the merger of the Corporation with or into
any other corporation, nor any sale, lease, exchange, or

5
<PAGE> 26
conveyance of all or any part of the properties, assets, or business of the
Corporation, shall be deemed to be a liquidation, dissolution, or winding up of
the affairs of the Corporation within the meaning of this subsection (d) of
this Section 1.

(e) No Reissue. No shares of Preferred Stock that are acquired by
the Corporation, through redemption, repurchase, or otherwise, shall be reissued
by the Corporation.

Section 2. Common Stock and Nonvoting Common Stock.

(e) Each share of Nonvoting Common Stock shall be convertible into
one share (subject to appropriate adjustment if there shall be any stock split,
reverse stock split, or similar change in the Common Stock or Nonvoting Common
Stock after the date hereof) of Common Stock, at any time at the option of the
holder by delivery to the

<PAGE> 27
Corporation at its principal executive office of the certificate(s)
representing shares to be converted, duly endorsed, together with written
instructions that the shares are to be converted; provided, however, that (i)
no shares may be converted until such time as all necessary filings shall have
been made with, and all necessary approvals obtained from, the Federal
Communications Commission (the "FCC"), and (ii) no conversion may be made in
violation of Section 4 of this ARTICLE FOURTH of this Restated Certificate of
Incorporation.

Section 4. Compliance With Laws. No transfer of stock of the
Corporation may be made by any stockholder to any person, association,
corporation, joint venture, partnership, trust, business, or individual (any
"Person"), nor may conversion of any stock of the Corporation be made by any
Person, (i) until receipt by the Corporation of a notice from such Person that
such transfer or conversion, as applicable, shall not cause (solely as the
result of such Person's then ownership of one or more licenses issued by the
FCC or of then ownership interest by such Person or its Affiliates (hereinafter
defined) in any Person(s) which then hold(s) one or more licenses issued by the
FCC) the Corporation or any of its subsidiaries to be in violation of the
multiple ownership rules of the FCC, and (ii) solely in the case of a transfer
in a negotiated arm's-length transaction, until receipt by the Corporation of
an agreement from such Person, binding and enforceable by the Corporation, that
if such transfer shall, in fact, cause a violation by the Corporation or any of
its subsidiaries of such multiple ownership rules (solely as the result of such
then ownership) then it shall be the obligation of such Person, and not of the
Corporation or its subsidiaries, to correct such violation, and such Person
shall indemnify and hold harmless the Corporation and its subsidiaries from and
against any damage which they may incur as a result of such violation.
"Affiliate" shall mean with respect to any Person, a corporation, association,
joint venture, partnership, trust, business, or individual which directly or
indirectly through one or more intermediaries, is controlled by, in control of,
or under common control with such Person, or in which such Person has an
ownership interest.

Section 5. Exchange of Stock. As used herein, the term "Original
Common Stock" means shares of Common Stock, $.10 par value, of the Corporation
that are issued shares immediately prior to this Restated Certificate of
Incorporation becoming effective; the term "Original Nonvoting Common Stock"
means shares of Nonvoting Common

7
<PAGE> 28

Stock, $.10 par value, of the Corporation that are issued shares immediately
prior to this Restated Certificate of Incorporation becoming effective; the
term "Original Preferred Stock" means shares of 12% Senior Redeemable Preferred
Stock, $1.00 par value, of the Corporation that are issued shares immediately
prior to this Restated Certificate of Incorporation becoming effective; the
term "Original Share" means a share of Original Common Stock, Original
Nonvoting Common Stock, or Original Preferred Stock; and the term "Replacement
New Stock" means, with respect to Original Common Stock, the
Common Stock that is created at the time this Restated Certificate of
Incorporation becomes effective; with respect to Original Nonvoting Common
Stock, the Nonvoting Common Stock that is created at the time this Restated
Certificate of Incorporation becomes effective; and with respect to Original
Preferred Stock, the Preferred Stock that is created at the time this Restated
Certificate of Incorporation becomes effective.

Each Original Share shall, automatically and without further action on the
part of the holder thereof, be converted into one share of Replacement New
Stock at the time this Restated Certificate of Incorporation becomes effective.
Each certificate representing an Original Share shall, from and after the time
this Restated Certificate of Incorporation becomes effective, be deemed to
represent the same number of shares of Replacement New Stock that is indicated
on such certificate and may be surrendered for a certificate representing such
number of shares of Replacement New Stock; and the Corporation shall issue a
certificate or certificates representing such number of shares of the
Replacement New Stock to the holders of Original Shares upon the surrender of
the certificate(s) representing the Original Shares, provided, however, that
the surrender of certificates representing Original Shares shall not be
necessary to effect such conversion.

FIFTH

Cumulative voting for the election of directors is expressly denied and
prohibited.

SIXTH

Directors of the Corporation need not be elected by written ballot.

SEVENTH

The directors of the Corporation shall have the power to adopt, amend, and
repeal the by-laws of the Corporation.

8
<PAGE> 29

EIGHTH

No contract or transaction between the Corporation and one or more of its
directors, officers, or stockholders or between the Corporation and any person
(as used herein "person" means other corporation, partnership, association,
firm, trust, joint venture, political subdivision, or instrumentality) or other
organization in which one or more of its directors, officers, or stockholders
are directors, officers, or stockholders, or have a financial interest, shall
be void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board or committee
in good faith authorizes the contract or transaction by the affirmative votes
of a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved, or ratified, by the board of directors, a
committee, or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board of directors
or of a committee which authorizes the contract or transaction.

Every person who may become a director of the Corporation is hereby
relieved from any liability that might otherwise exist from contracting with
the Corporation for the benefit of himself or of any person in which he has any
interest; provided that the fact of such interest shall have been disclosed or
known to the other directors or stockholders of the Corporation, as the case
may be, acting upon or with reference to such act, contract, or transaction,
even though the presence at a meeting or vote or votes of such interested
director might have been necessary to obligate the Corporation upon such act,
contract, or transaction.

NINTH

9
<PAGE> 30
was serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, upon a plea of nolo contendere or equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect of any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be made in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

TENTH

10
<PAGE> 31
Corporation under the provisions of section 279 of Title 8 of the Delaware
Code, order a meeting of the creditors or class of creditors and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

ELEVENTH

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

11
<PAGE> 32
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be executed as of the 2nd day of February, 1987.

UNIVERSAL CABLE HOLDINGS, INC.

By /s/ G. BRADFORD BULKLEY
--------------------------------
G. Bradford Bulkley,
Vice President

Attest: /s/ NANCY WALLIN
-----------------------------
Nancy Wallin,
Assistant Secretary

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

Before me, the undersigned authority, on this day personally appeared G.
Bradford Bulkley, the Vice President, and Nancy Wallin, the Assistant Secretary
of Universal Cable Holdings, Inc., a Delaware corporation, known to me to be
the persons whose names are subscribed to the foregoing instrument and
acknowledged to me that they executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the act
and deed of said corporation and the facts stated therein are true.

Given under my hand and seal of office on this the 2nd day of February,
1987.

/s/ ANDREA L. MYERS
-----------------------------------
Notary Public in and for
the State of Texas

My Commission Expires:

7-26-89
- ----------------------

[SEAL]

<PAGE> 33

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "UNIVERSAL CABLE HOLDINGS, INC.", FILED IN THIS OFFICE ON
THE THIRTEENTH DAY OF JANUARY, A.D. 1988, AT 1:15 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2073810 8100 AUTHENTICATION: 9209008

981283361 DATE: 07-21-98
<PAGE> 34
RESTATED CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.

(Pursuant to GCL Section 242 and Section 245)

Universal Cable Holdings, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby
certify as follows:

First: That the name of the Corporation is Universal Cable Holdings, Inc.

Second: That the Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on October 21,
1985.

Third: That a Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on December 20, 1985.

Fourth: That a Restated Certificate of Incorporation was filed with the
Secretary of the State of Delaware on February 3, 1987.

Fifth: That this Restated Certificate of Incorporation, which restates and
also further amends the Corporation's Restated Certificate of
Incorporation filed on February 3, 1987, was proposed by the directors
and duly adopted by the stockholders in the manner and by the vote
prescribed by Section 242 and section 245 of the Delaware General
Corporation Law.

Sixth: That as restated and amended, the Corporation's Restated Certificate
of Incorporation shall read as follows:

RESTATED CERTIFICATE OF INCORPORATION
OF
UNIVERSAL CABLE HOLDINGS, INC.

FIRST

The name of the Corporation is Universal Cable Holdings, Inc.

SECOND

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name

<PAGE> 35
of the registered agent of the Corporation at such address is The Corporation
Trust Corporation.

THIRD

The purpose for which the Corporation is organized is to engage in any and
all lawful acts and activity for which corporations may be organized under the
General Corporation Law of Delaware.

FOURTH

The aggregate number of shares which the Corporation shall have authority
to issue is (i) 697,222 shares, $.10 par value, designated Common Stock, (ii)
560,000 shares, $.10 par value, designated Nonvoting Common Stock, and (iii)
3,065,000 shares, $1.00 par value, designated 12% Senior Redeemable Preferred
Stock (the "Preferred Stock").

The following is a statement of the designations, preferences, limitations
and relative rights in respect of the shares of each class of stock of the
Corporation.

Section 1. Preferred Stock. The rights and preferences of the
Preferred Stock shall be as follows (unless the holders of a majority of the
outstanding Preferred Stock otherwise agree):

(b) Redemption.

2
<PAGE> 36
(ii) Mandatory Redemption. On the fifth anniversary of the date
of issuance of shares of Preferred Stock, the Corporation shall, to the
extent it may lawfully do so, redeem those shares of Preferred Stock which
have been outstanding for such five year period, for cash at a price equal
to $1.00 per share, plus the amount of all unpaid dividends accumulated
thereon through the date of redemption (the "Liquidation Value"), and if an
Event of Noncompliance (as defined in that certain Purchase Agreement,
dated as of February 3, 1987 (the "Agreement"), by and among the
Corporation, Jay J. O'Neal, Communications Partners, Ltd., Rust Capital,
Ltd. ("Rust"), and MVenture Corp. ("MVenture") shall have occurred and be
continuing, the Corporation shall, within 60 days following receipt by the
Corporation of a written request of the holders of more than 50% of the
outstanding Preferred Stock and to the extent it may lawfully do so, redeem
all shares of Preferred Stock then outstanding, for cash at the Liquidation
Value; provided that, with respect to an Event of Noncompliance set forth
in Section 11(b)(vi)(y) of the Agreement, the rights of the Majority
Preferred Stockholders (as defined in the Agreement) under this clause
shall not arise until any such default therein referenced shall have
resulted in an acceleration of the indebtedness evidenced by any agreement
for borrowed money or other contract or agreement; provided, that if
pursuant to this subsection (b)(ii) of this Section 1, the Corporation at
any time redeems less than all shares of Preferred Stock which have been
outstanding for a period of five (5) years or more, it shall redeem such
shares ratably from all holders of shares of Preferred Stock which have
been outstanding for such five (5) year period according to the number of
such shares held by each, with such adjustments as may be necessary to
eliminate fractional shares. The Corporation shall take all corporate and
other action it can lawfully take to enable it to redeem the Preferred
Stock as contemplated by this subsection (b)(ii), and if it cannot lawfully
redeem all of the shares of Preferred Stock which remain outstanding on the
fifth (5th) anniversary of their issuance, it shall (A) redeem the maximum
number of such shares it may lawfully redeem on such date, (B) pay interest
as it accrues to each holder of Preferred Stock on the first day of each
month after such fifth anniversary at the rate of 12% per annum on all
accrued but unpaid dividends, and (C) redeem the remainder of the Preferred
Stock which has been outstanding for such five (5) year period at the
earliest possible time or times thereafter when it can lawfully do so.

(iii) Sale of the Company.

(A) In the event of a Sale of the Corporation, any holder
of Preferred Stock may

<PAGE> 37
require the Corporation to redeem all or any portion of the
Preferred Stock owned by such holder at a price per share equal
to the Liquidation Value of such share. The Corporation will
notify each holder of Preferred Stock of an impending Sale of
the Corporation not less than 30 days prior to the consummation
thereof, and each such holder will have until 20 days after the
receipt of such notice to request redemption of all or any
portion of the Preferred Stock owned by such holder. Upon
receipt of such request, the Corporation will be obligated to
redeem the number of shares specified in such request at the
time of the consummation of such Sale of the Corporation. No
Sale of the Corporation will be consummated unless the
Corporation has fulfilled all of its obligations to the holders
of Preferred Stock under this Section 1(b)(iii). Unless the Sale
of the Corporation occurs within 180 days after the delivery of
the notice herein required to be sent to each holder of
Preferred Stock, the Corporation may not consummate the Sale of
the Corporation without the foregoing notice, request, and
redemption procedure being repeated. The term "Sale of the
Corporation" means (a) a sale or transfer of all or
substantially all of the assets of the Corporation in any
transaction or series of related transactions, and (b) any
merger or consolidation to which the Corporation is a party if
the Corporation thereby becomes a subsidiary of another entity
or does not survive.

(iv) Redemption Obligations. For each share of Preferred Stock
which is to be redeemed, the Corporation will be obligated on the
redemption date to pay to the holder thereof (upon surrender by such
holder at the Corporation's principal office of the certificate
representing such share duly endorsed in blank or accompanied by an
appropriate form of assignment) an amount equal to the Liquidation Value
thereof. If the funds of the Corporation legally and actually available
for redemption of shares on any redemption date are insufficient to redeem
the total number of shares of Preferred Stock to be redeemed on such date,
those funds which are legally and actually available will be used to
redeem the maximum possible number of shares of Preferred Stock ratably,
according to the

4
<PAGE> 38
number of shares held, among the holders of the shares to be redeemed. At
any time thereafter as additional funds of the Corporation are legally and
actually available for the redemption of shares, such funds will
immediately be used to redeem the balance of the shares which the
Corporation has become obligated to redeem on any redemption date but which
it has not redeemed.

(c) Voting Rights. The holders of Preferred Stock shall not be
entitled to vote on any matters to be voted on by the stockholders of the
Corporation, except as may otherwise be expressly required by law, by this
Restated Certificate of Incorporation, or by the Agreement (as defined in
Section 1(b)(ii) hereof). Notwithstanding the foregoing, the Corporation shall
not (i) pay any dividends or make any distributions on or purchase any Common
Stock or Nonvoting Common Stock without the written consent of the holders of
at least a majority of the Preferred Stock, (ii) issue any class of stock that
ranks senior to or equal with the Preferred Stock as to dividends or rights on
liquidation without the written consent of the holders of at least a majority
of the Preferred Stock, or (iii) change the preferences, limitations, or
relative rights of the Preferred Stock without the written consent of the
holders of at least a majority of the Preferred Stock.

(d) Priority of Preferred Stock upon Dissolution. Subject to the
remaining provisions of this subsection (d) of this Section 1, in the event of
any liquidation, dissolution, or winding up of the affairs of the Corporation,
whether voluntary or involuntary, after payment or provision for payment of the
debts and liabilities of the Corporation, the holders of the Preferred Stock
shall be entitled to receive, out of the remaining assets of the Corporation,
$1.00 in cash for each share of Preferred Stock they then hold, plus an amount
equal to all dividends accumulated and unpaid on each share through the date of
distribution (the "Preference Amount"), before any distribution shall be made
to the holders of any shares of Common Stock or Nonvoting Common Stock or any
other class of stock of the Corporation. If upon any such liquidation,
dissolution, or winding up of the affairs of the Corporation, whether voluntary
or involuntary, the assets of the Corporation available for distribution to
stockholders shall be insufficient to permit the payment to the holders of the
Preferred Stock of their respective Preference Amounts, then the entire assets
of the Corporation remaining after payment or provision for payment of the
debts and liabilities of the Corporation shall be distributed among the

5
<PAGE> 39
holders of Preferred Stock then outstanding, ratably among the holders of
Preferred Stock then outstanding according to the number of shares held by each.

Neither the consolidation nor the merger of the Corporation with or
into any other corporation, nor any sale, lease, exchange, or conveyance of all
or any part of the properties, assets, or business of the Corporation, shall be
deemed to be a liquidation, dissolution, or winding up of the affairs of the
Corporation within the meaning of this subsection (d) of this Section 1.

(e) No Reissue. No shares of Preferred Stock that are acquired by
the Corporation, through redemption, repurchase, or otherwise, shall be
reissued by the Corporation.

Section 2. Common Stock and Nonvoting Common Stock.

6
<PAGE> 40
(e) Each share of Nonvoting Common Stock shall be convertible into
one share (subject to appropriate adjustment if there shall be any stock split,
reverse stock split, or similar change in the Common Stock or Nonvoting Common
Stock after the date hereof) of Common Stock, at any time at the option of the
holder by delivery to the Corporation at its principal executive office of the
certificate(s) representing shares to be converted, duly endorsed, together
with written instructions that the shares are to be converted; provided,
however, that (i) no shares may be converted until such time as all necessary
filings shall have been made with, and all necessary approvals obtained from,
the Federal Communications Commission (the "FCC"), and (ii) no conversion may be
made in violation of Section 4 of this ARTICLE FOURTH of this Restated
Certificate of Incorporation.

Section 4. Compliance With Laws. No transfer of stock of the
Corporation may be made by any stockholder to any person, association,
corporation, joint venture, partnership, trust, business, or individual (any
"Person"), nor may conversion of any stock of the Corporation be made by any
Person, (i) until receipt by the Corporation of a notice from such Person that
such transfer or conversion, as applicable, shall not cause (solely as the
result of such Person's then ownership of one or more licenses issued by the
FCC or of then ownership interest by such Person or its Affiliates (hereinafter
defined) in any Person(s) which then hold(s) one or more licenses issued by the
FCC) the Corporation or any of its subsidiaries to be in violation of the
multiple ownership rules of the FCC, and (ii) solely in the case of a transfer
in a negotiated arm's-length transaction, until receipt by the Corporation of an
agreement from such Person, binding and enforceable by the Corporation, that if
such transfer shall, in fact, cause a violation by the Corporation or any of
its subsidiaries of such multiple ownership rules (solely as the result of such
then ownership) then it shall be the obligation of such Person, and not of the
Corporation or its subsidiaries, to correct such violation, and such Person
shall indemnify and hold harmless the Corporation and its subsidiaries from and
against any damage which they may incur as a result of such violation.
"Affiliate" shall mean with respect to any Person, a corporation, association,
joint venture, partnership, trust, business, or individual which directly or
indirectly through one or more intermediaries, is controlled by, in control of,
or under common control with such Person, or in which such Person has an
ownership interest.

7
<PAGE> 41
FIFTH

Cumulative voting for the election of directors is expressly denied and
prohibited.

SIXTH

Directors of the Corporation need not be elected by written ballot.

SEVENTH

The directors of the Corporation shall have the power to adopt, amend, and
repeal the by-laws of the Corporation.

EIGHTH

No contract or transaction between the Corporation and one or more of its
directors, officers, or stockholders or between the Corporation and any person
(as used herein "person" means other corporation, partnership, association,
firm, trust, joint venture, political subdivision, or instrumentality) or other
organization in which one or more of its directors, officers, or stockholders
are directors, officers, or stockholders, or have a financial interest, shall
be void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board or committee
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or are known to the board of directors or the committee, and the board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (2) the material facts
as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified, by the board of
directors, a committee, or the stockholders. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or transaction.

8
<PAGE> 42
fact of such interest shall have been disclosed or known to the other directors
or stockholders of the Corporation, as the case may be, acting upon or with
reference to such act, contract, or transaction, even though the presence at a
meeting or vote or votes of such interested director might have been necessary
to obligate the Corporation upon such act, contract, or transaction.

NINTH

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding
if he acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, upon a plea of nolo contendere or
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect of any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be made in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the

9
<PAGE> 43
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

TENTH

Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

ELEVENTH

10
<PAGE> 44
IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be executed as of the 29th day of December, 1987.

UNIVERSAL CABLE HOLDINGS, INC.

By /s/ LYNNE M. McGANITY
------------------------------------
Lynne M. McGanity
Vice President

Attest: /s/ NANCY WALLIN
-----------------------------
Nancy Wallin,
Assistant Secretary

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

Before me, the undersigned authority, on this day personally appeared
Lynne M. McGanity, a Vice President, and Nancy Wallin, an Assistant Secretary
of Universal Cable Holdings, Inc. a Delaware corporation, known to me to be the
persons whose names are subscribed to the foregoing instrument and acknowledged
to me that they executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said
corporation and the facts stated therein are true.

Given under my hand and seal of office on this the 29th day of December,
1987.

/s/ STEPHANIE JANE GUTHRIE
------------------------------------
Notary Public in and for
the State of Texas

My Commission Expires:

September 19, 1990
- ---------------------

11
<PAGE> 45

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF RENEWAL OF "UNIVERSAL CABLE HOLDINGS, INC.", FILED IN THIS OFFICE ON THE
TWENTY-EIGHTH DAY OF JUNE, A.D. 1989, AT 9 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2073810 8100 AUTHENTICATION: 9209009

981283361 DATE: 07-21-98

<PAGE> 46

CERTIFICATE

FOR RENEWAL AND REVIVAL OF CHARTER

Universal Cable Holdings, Inc., a corporation organized under the laws of
Delaware, the charter of which was voided for non-payment of taxes, now desires
to procure a restoration, renewal and revival of its charter, and hereby
certifies as follows:

1. The name of this corporation is Universal Cable Holdings, Inc.

2. Its registered office in the State of Delaware is located at 15 East
North Street, City of Dover Zip Code 19901 County of Kent County the name and
address of its registered agent is United Corporate Services, Inc. 15 East
North Street, Dover, DE 19901.

3. The date of filing of the original Certificate of Incorporation in
Delaware was October 21, 1985.

4. The date when restoration, renewal, and revival of the charter of
this company is to commence is the 28th day of February, same being prior to
the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.

5. This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D. 1989, at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal and revival is filed by authority of the duly elected
directors of the corporation in accordance with the laws of the State of
Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, Christopher J. Conley
the last and acting President, and Candace A. Christianson, the last and acting
Secretary of Universal Cable Holdings, Inc., have hereunto set their hands to
this certificate this 21st day of June.

/s/ CHRISTOPHER J. CONLEY
-----------------------------
Last and Acting President

ATTEST:

/s/ CANDACE CHRISTIANSON
-----------------------------
Last and Acting Secretary

<PAGE> 47

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

--------------------------------

/s/ EDWARD J. FREEL
[SEAL] ----------------------------------------
Edward J. Freel, Secretary of State

AUTHENTICATION: 9209010

DATE: 07-21-98
2073810 8100

981283361
<PAGE> 48

RESTATED CERTIFICATE OF INCORPORATION

UNIVERSAL CABLE HOLDINGS, INC.

It is hereby certified that:

1. (a) The name of the corporation is Universal Cable Holdings, Inc.
(the "Corporation").

(b) The date of filing of the original Certificate of Incorporation
with the Secretary of State of the State of Delaware was October 21, 1985.

(c) A Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on December 20, 1985.

(d) A Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on February 3, 1987.

(e) A Restated Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on January 13, 1988.

2. The Restated Certificate of Incorporation of the Corporation filed
on January 13, 1988 is hereby restated and amended in its entirety by
substituting in lieu thereof the Restated Certificate of Incorporation
hereinafter provided for.

<PAGE> 49
3. (a) Six hundred ninety six thousand two hundred twenty two (696,222)
of the presently authorized and unissued shares of Common Stock, $.10 par
value, are hereby eliminated. Upon the filing of this Restated Certificate of
Incorporation, there will be one thousand (1,000) authorized shares of Common
Stock $.10 par value, nine hundred (900) of which will be issued and
outstanding and one hundred (100) of which will be unissued.

(b) The presently authorized five hundred sixty thousand (560,000)
shares of Nonvoting Common Stock, $.10 par value, none of which are issued, are
hereby eliminated. Upon the filing of this Restated Certificate of
Incorporation, there will be no authorized shares of Nonvoting Common Stock.

(c) The presently authorized three million sixty five thousand
(3,065,000) shares of Preferred Stock, $1.00 par value, none of which are
issued, are hereby eliminated. Upon the filing of this Restated Certificate of
Incorporation, there will be no authorized shares of Preferred Stock.

4. The Restated Certificate of Incorporation herein certified has been
duly adopted by the stockholders in accordance with the provisions of Sections
228, 242, and 245 of the General Corporation Law of the State of Delaware.

5. The Certificate of Incorporation of the Corporation, as amended and
restated herein, shall at the effective time of this Restated Certificate of
Incorporation, read as follows:
<PAGE> 50
"RESTATED CERTIFICATE OF INCORPORATION

UNIVERSAL CABLE HOLDINGS, INC.

FIRST: The name of the corporation is Universal Cable Holdings, Inc.
(the "Corporation").

SECOND: The registered office of the Corporation in the State of
Delaware is to be located at 32 Loockerman Square, Suite L-100, in the City
of Dover, County of Kent, State of Delaware. The name of its registered
agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

FOURTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is one thousand (1,000) shares of Common
Stock, par value $.10 per share.

FIFTH: The number of directors of the Corporation shall be the number
from time to time fixed by or in the manner provided in the By-Laws of the
Corporation. Elections of directors need not be by ballot unless the
By-Laws of the Corporation shall so provide.

SIXTH: The Board of Directors shall have the power without the assent
or vote of the stockholders to adopt, amend, modify or repeal By-Laws of
the Corporation, subject to the right of the stockholders entitled to vote
with respect thereto to alter and repeal any of the By-Laws made by the
Board of Directors.

SEVENTH: The Corporation shall, to the fullest extent permitted by
law, as the same is now or may hereafter be in effect, indemnify each
person (including the heirs, executors, administrators and other personal
representatives of such person) against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred by such person in connection with any threatened,
pending or completed suit, action or proceeding (whether civil, criminal,
administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving any other
incorporated or unincorporated enterprise in such capacity at the request
of the Corporation. The indemnification provided
<PAGE> 51
for in this Restated Certificate of Incorporation shall not be deemed
exclusive of any other rights to which a person seeking indemnification may
be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.

EIGHTH: To the fullest extent that elimination or limitation of the
liability of directors is permitted by law, as the same is now or may
hereafter be in effect, no director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director.

NINTH: The Corporation reserves the right to amend, modify or repeal
any provisions contained in this Restated Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors, officers or others are granted
subject to this reservation."

Signed and attested to on June 30, 1992.

/s/ I. MARTIN POMPADUR
-----------------------
I. Martin Pompadur
President

Attest:

/s/ I. MARTIN POMPADUR
- ----------------------
I. Martin Pompadur
Secretary

<PAGE> 52

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "UNIVERSAL CABLE HOLDINGS, INC.", FILED IN THIS OFFICE ON
THE SIXTEENTH DAY OF SEPTEMBER, A.D. 1992, AT 9 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

AUTHENTICATION: 9209011

DATE: 07-21-98

2073810 8100

981283361
<PAGE> 53

CERTIFICATE OF AMENDMENT
OF
UNIVERSAL CABLE HOLDINGS, INC.

------------------------

The undersigned, being the sole stockholder of Universal Cable Midwest,
Inc., a Delaware corporation (the "Corporation"), hereby (by execution of this
Consent or a counterpart hereof) consents to and approves the adoption of the
following resolutions and each and every action effected thereby:

NOW THEREFORE, BE IT RESOLVED:

1. the Certificate of Incorporation of the Corporation is hereby amended
by the deletion of Article Tenth in its entirety.

2. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

FURTHER RESOLVED: That the officers of this Corporation be, and each of
them acting singly hereby is, authorized and directed to execute any
certificate and to take any and all actions necessary to carry out the
foregoing resolution.

IN WITNESS WHEREOF, the undersigned has hereby executed this Consent on
the 1st day of August, 1992.

Ponca/Universal Holdings, Inc.

/s/ J. MERRITT BELISLE
----------------------------
J. Merritt Belisle, CEO
<PAGE> 54

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

AUTHENTICATION: 9209012

DATE: 07-21-98

2073810 8100

981283361
<PAGE> 55

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

UNIVERSAL CABLE HOLDINGS, INC.

(Incorporated on October 21, 1985)

THE UNDERSIGNED does hereby certify that the following is the Amended and
Restated Certificate of Incorporation of UNIVERSAL CABLE HOLDINGS, INC., which
amends and restates the certificate of incorporation in its entirety:

1. Name. The name of the corporation is Universal Cable Holdings, Inc.
(the "Corporation").

2. Duration. The Corporation is to have perpetual existence.

4. Capitalization. The total number of shares of stock which the
Corporation shall have authority to issue is 1,500. Such shares shall be
divided into 1,000 shares of Common Stock (the "Common Stock"), $0.10
par value per share, and 500 shares of Preferred Stock, $0.10 par value per
share (the "Preferred Stock").

The designations, powers, preferences and relative, participating,
optional and other special rights with respect to the Common Stock and the
Preferred Stock, and the qualifications, restrictions and limitations thereof,
are as follows:

A. Voting Rights.

Except as required by applicable law, the holders of Preferred Stock shall
have no voting rights with regard to matters submitted to a vote of the
Corporation's stockholders. The holders of the Common Stock shall each have one
vote per share of Common Stock held by them on all matters to be voted on by
the Corporation's stockholders.

B. Dividends.

The holders of the Preferred Stock will be entitled to dividends as
follows:

Commencing on the date of its issuance, a cumulative dividend equal to
$40.00 per share per annum shall accrue on the Preferred Stock. Such dividends
shall accrue until paid as provided herein.

Dividends shall be paid on the Corporation's Preferred Stock and Common
Stock at such times as may be declared by the Board of Directors.
<PAGE> 56
Notwithstanding any of the foregoing, all dividends declared and paid by
the Corporation shall be paid to the holders of the Preferred Stock, until such
time as the holders of the Preferred Stock shall have received, in the
aggregate, all outstanding accrued dividends and, if no such dividends are
accrued, then all dividends ("Excess Dividends") shall be utilized to redeem as
much of the Preferred Stock as practicable as set forth below. Upon the payment
of all accrued dividends on the Preferred Stock and the redemption of all
outstanding shares of Preferred Stock, one hundred percent (100%) of all
dividends and distributions shall be made to the holders of the Common Stock.

C. Rights Upon Liquidation.

Upon any liquidation (partial or complete), dissolution or winding up of
the Corporation (a "Liquidating Event"), the Corporation shall distribute the
assets of the Corporation legally available for distribution (the "Available
Assets") to its stockholders after making adequate provision for (i) all
contingent and other liabilities of the Corporation, including, without
limitation, any and all indebtedness, fees, penalties, profits, interest or
other amounts or payments due from the Corporation to any creditor of the
Corporation, (ii) the Preferred Stock Liquidation Amount (as defined below) in
accordance with the following paragraph, and (iii) the fair market value of any
warrants or options to acquire any equity securities of the Corporation issued
by the Corporation to any creditor of the Corporation, in accordance with the
provisions of this Article.

Upon the occurrence of a Liquidating Event, the holders of Preferred Stock
shall be entitled to receive, by reason of their ownership thereof, prior and
in preference to any distribution of any of the assets of the Corporation to
the holders of Common Stock, an amount equal to $400.00 per share (the
"Preferred Stock Liquidation Amount"), plus any accrued and unpaid dividends
thereon. Written notice of any such liquidation, dissolution or winding up,
stating a payment date, the place where such payment shall be made, the amount
of each liquidating payment and the amount of accrued dividends to be paid,
shall be given by first class mail, postage paid, not less than thirty (30)
days prior to the payment date stated therein, to each holder of record of the
Preferred Stock at such holder's address as shown on the records of the
Corporation. If upon the occurrence of such Liquidating Event, the assets and
funds to be thus distributed among the holders of the Preferred Stock shall be
insufficient to permit the payment to such holders of the full amount due
hereunder, then the holders of Preferred Stock shall share ratably in any
distribution of assets of the Corporation in proportion to the respective
amounts which would otherwise be payable with respect to the shares of
Preferred Stock held by them upon such distribution if the full amount payable
on or with respect to such shares were paid in full.

Upon the occurrence of a Liquidating Event, to the extent Available Assets
exist after the payment of or provision for the liabilities set forth above,
such Available Assets shall be distributed among the holders of Common Stock
based on the number of shares owned by them.

2
<PAGE> 57
D. Redemption of Preferred Stock.

The Corporation shall redeem the outstanding shares of Preferred
Stock as follows:

(i) Redemption at the Option of the Corporation.

The Corporation shall have the right to redeem the outstanding shares
of Preferred Stock at any time, in whole or in part, at a redemption price
equal to $400.00 per share (the "Redemption Price"), plus any accrued and
unpaid dividends.

(ii) Mandatory Redemption.

If any Excess Dividends are available at any time, such Excess
Dividends shall promptly be applied to redeem Preferred Stock to the
extent of such Excess Dividends.

(iii) Procedure for Redemption.

(a) The Corporation shall redeem Preferred Stock ratably among
the holders of Preferred Stock as shown on the records of the
Corporation, based on their respective percentage ownership of
outstanding shares of such class of Preferred Stock as of the date of
notices provided for in subparagraph (b) hereof, and shall pay all
dividends outstanding on such class of Preferred Stock to be redeemed
at each payment date.

(b) The Corporation shall give the holders of the Preferred
Stock not fewer than thirty (30) nor more than forty-five (45) days'
prior written notice (the "Notice of Redemption") of the redemption
date and the amount of each redemption payment and shall set forth
the amount of accrued dividends to be paid.

(c) All Preferred Stock redeemed, purchased or otherwise
acquired by the Corporation shall be retired and cancelled and shall
not be reissuable.

(d) Notice shall be deemed given when personally delivered or
deposited in the United States mail, first class, postage prepaid, to
each holder of Preferred Stock to be redeemed at the address of such
holder as the same shall appear on the records of the Corporation.
Neither the failure of any stockholders to receive any such Notice of
Redemption nor the failure of the Corporation to mail or deliver the
same to any stockholder shall affect the validity of the proceedings
for redemption except as to a holder whose notice is not mailed or
delivered. If notice is given as provided herein and if on or before
the Redemption Date the Corporation shall set aside or deposit, with
a redemption agent specified

3
<PAGE> 58
in the Redemption Notice, an amount sufficient to pay the aggregate
redemption price of all shares to be redeemed, the shares called for
redemption shall, after the Redemption Date, be deemed no longer
outstanding and the holder thereof shall cease to be a stockholder
with respect to such shares and shall have no right to dividends or
other stockholder rights thereafter.

5. Cumulative Voting Denied. Cumulative voting by the stockholders of
the corporation at any election of directors of the Corporation is hereby
prohibited.

6. Registered Office, Agent. The registered office of the Corporation is
to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

7. Arrangement with Creditors. The following provisions are included for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders:

Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and
its stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation
under the provisions of section 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, agree to
any reorganization of this Corporation as consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this Corporation, as the case may be, and also on this Corporation.

8. Director Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, a director of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director.

4
<PAGE> 59
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), liability, loss, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent permitted
by either (i) any applicable law in effect on the date of incorporation of the
Corporation, or (ii) any law which becomes effective during the existence of the
Corporation and which is applicable to it.

10. Bylaws. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the bylaws of the Corporation.

11. Election of Directors. Elections of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.

* * *

This Amended and Restated Certificate of Incorporation of Universal Cable
Holdings, Inc., has been duly adopted pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

UNIVERSAL CABLE HOLDINGS, INC.

By: /s/ J. MERRITT BELISLE
--------------------------
J. Merritt Belisle
Chief Executive Officer

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EXHIBIT 3.10

BY-LAWS

UNIVERSAL CABLE HOLDINGS, INC.

1. MEETINGS OF STOCKHOLDERS

1.1 Annual Meeting. The annual meeting of stockholders shall be held on
the third Thursday of May in each year, or as soon thereafter as practicable,
and shall be held at a place and time determined by the board of directors (the
"Board").

1.2 Special Meetings. Special meetings of the stockholders may be called by
the president or the vice president and shall be called by the president or
secretary upon the written request (stating the purpose or purposes of the
meeting) of a majority of the directors then in office or of the holders of 100%
of the outstanding shares entitled to vote. Only business related to the
purposes set forth in the notice of the meeting may be transacted at a special
meeting.

1.3 Place and Time of Meetings. Meetings of the stockholders may be held in
or outside Delaware at the place and time specified by the Board or the officers
or stockholders requesting the meeting.

1.4 Notice of Meetings; Waiver of Notice. Written notice of each meeting
of stockholders shall be given to each stockholder entitled to vote at the
meeting, except that (a)

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it shall not be necessary to give notice to any stockholder who submits a signed
waiver of notice before or after the meeting, and (b) no notice of an adjourned
meeting need be given except when required under Section 1.5 of these bylaws.
Each notice of a meeting shall be given, personally or by mail, not less than 10
nor more than 60 days before the meeting and shall state the time and place of
the meeting, and unless it is the annual meeting, shall state at whose direction
or request the meeting is called and the purposes for which it is called. If
mailed, notice shall be considered given when mailed to a stockholder at his
address on the corporation's records. The attendance of any stockholder at a
meeting, without protesting at the beginning of the meeting that the meeting is
not lawfully called or convened, shall constitute a waiver of notice by him.

1.5 Quorum. At any meeting of stockholders, the presence in person or by
proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum, a majority in voting interest of those present or, if no stockholders
are present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present, any action may be taken if it could have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time

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and place are announced at the meeting at which the adjournment is taken except
that, if adjournment is for more than thirty days or if, after the adjournment,
a new record date is fixed for the meeting, notice of the adjourned meeting
shall be given pursuant to Section 1.4.

1.6 Voting; Proxies. Each stockholder of record shall be entitled to one
vote for every share registered in his name. Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by Section 1.8 of these by-laws. Directors shall be elected
in the manner provided in Section 2.1 of these by-laws. Voting need not be by
ballot unless requested by a stockholder at the meeting or ordered by the
chairman of the meeting; however, all elections of directors shall be by written
ballot, unless otherwise provided in the certificate of incorporation. Each
stockholder entitled to vote or dissent from corporate action in writing without
a meeting may authorize another person to act for him by proxy. Every proxy must
be signed by the stockholder or his attorney-in-fact. No proxy shall be valid
after three years from its date unless it provides otherwise.

1.7 List of Stockholders. Not less than 10 days prior to the date of any
meeting of stockholders, if there is more than one stockholder, the secretary of
the corporation

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shall prepare a complete list of stockholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares registered in his name. For a period of not less than 10
days prior to the meeting, the list shall be available during ordinary business
hours for inspection by any stockholder for any purpose germane to the meeting.
During this period, the list shall be kept either (a) at a place within the city
where the meeting is to be held, if that place shall have been specified in the
notice of the meeting, or (b) if not so specified, at the place where the
meeting is to be held. The list shall also be available for inspection by
stockholders at the time and place of the meeting.

1.8 Action by Consent Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voting. Prompt notice of the taking of any such action shall be
given to those stockholders who did not consent in writing.

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2. BOARD OF DIRECTORS.

2.1 Number, Qualification, Election and Term of Directors. The business of
the corporation shall be managed by the Board, which initially shall consist of
one director. The number of directors may be changed by resolution of a majority
of the Board or by the stockholders, but no decrease may shorten the term of any
incumbent director. Directors shall be elected at each annual meeting of
stockholders by a plurality of the votes cast and shall hold office until the
next annual meeting of stockholders and until the election and qualification of
their respective successors, subject to the provisions of Section 2.9. As used
in these by-laws, the term "entire Board" means the total number of directors
that the corporation would have if there were no vacancies on the Board.

2.2 Quorum and Manner of Acting. One director shall constitute a quorum for
the transaction of business at any meeting, except as provided in Section 2.10
of these by-laws. Action of the Board shall be authorized by the vote of a
majority of the directors present at the time of the vote if there is a quorum,
unless otherwise provided by law or these by-laws. In the absence of a quorum a
majority of the directors present may adjourn any meeting from time to time
until a quorum is present.

2.3 Place of Meetings. Meetings of the Board may be held in or outside
Delaware.

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2.4 Annual and Regular Meetings. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

2.5 Special Meetings. Special meetings of the Board may be called by the
president or by any one of the directors. Only business related to the purposes
set forth in the notice of meeting may be transacted at a special meeting.

2.6 Notice of Meetings; Waiver of Notice. Notice of the time and place of
each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telegraphing it to him at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or

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after the meeting or who attends the meeting without protesting at the
beginning of the meeting the transaction of any business because the meeting was
not lawfully called or convened. Notice of any adjourned meeting need not be
given, other than by announcement at the meeting at which the adjourn is taken.

2.7 Board or Committee Action Without a Meeting. Any action required or
permitted to be taken by the Board or by any committee of the Board may be
taken without a meeting if all of the members of the Board or of the committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceeding of the Board or of the
committee.

2.8 Participation in Board or Committee Meetings by Conference Telephone.
Any or all members of the Board or of any committee of the Board may participate
in a meeting of the Board or of the committee by means of a conference telephone
or similar communication equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.

2.9 Resignation and Removal of Directors. Any director may resign at any
time by delivering his resignation in writing to the president or secretary of
the corporation, to take effect at the time specified in the resignation; the

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acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any or all of the directors may be removed at
any time, either with or without cause, by vote of the stockholders.

2.10 Vacancies. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
quorum.

2.11 Compensation. Directors shall receive such compensation as the Board
determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties. A director may also be paid for
serving the corporation, its affiliates or subsidiaries in other capacities.

3. COMMITTEES.

3.1 Executive Committee. The Board, by resolution adopted by a majority of
the entire Board, may designate an Executive Committee of one or more directors
which shall have all the powers and authority of the Board, except as otherwise
provided in the resolution, section 141(c) of the Delaware General Corporation
Law, or any other applicable law. The members of the Executive Committee shall
serve at the pleasure of the Board. All action of the Executive Committee shall
be reported to the Board at its next meeting.

3.2 Other Committees. The Board, by resolution adopted by a majority of the
entire Board, may designate other committees of directors of one or more
directors, which

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shall serve at the Board's pleasure and have such powers and duties as the Board
determines.

3.3 Rules Applicable to Committees. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee shall adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.

4. OFFICERS.

4.1 Number; Security. The executive officers of the corporation shall be
the chairman of the board, the vice chairman, the president, one or more vice
presidents (including senior vice president, if the Board so determines), a
secretary and a treasurer. Any two or more offices may be held by the same
person. The Board may require any officer, agent or employee to give security
for the faithful performance of his duties.

4.2 Election; Term of Office. The executive officers of the corporation
shall be elected annually by the

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Board, and each such officer shall hold office until the next annual meeting of
the Board and until the election of his successor, subject to the provisions of
Section 4.4.

4.3 Subordinate Officers. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

4.4 Resignation and Removal of Officers. Any officer may resign at any time
by delivering his resignation in writing to the president or secretary of the
corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Any officer elected or appointed by the Board or
appointed by an executive officer or by a committee may be removed by the Board
either with or without cause, and in the case of any officer appointed by an
executive officer or by a committee, by the officer or committee which appointed
him or by the president.

4.5 Vacancies. A vacancy in any office may be filled for the unexpired term
in the manner prescribed in

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Sections 4.2 and 4.3 of these by-laws for election or appointment to the office.

4.6 Chairman of the Board. The chairman of the Board shall be the co-chief
executive officer of the Corporation and shall have such powers and duties as
chief executive officers of corporations usually have or as the Board assigns to
him.

4.7 Vice Chairman. The vice chairman shall be the co-chief executive
officer of the corporation. He shall have such powers and duties as chief
executive officers of corporations usually have or as the Board assigns to him.

4.8 The President. The president shall be the chief operating officer of
the corporation. Subject to the control of the Board and the direction of the
chairman and vice chairman, he shall have general supervision over the business
of the corporation and shall have such other powers and duties as presidents of
corporations usually have or as the Board assigns to him.

4.9 Vice President. Each vice president (including any senior vice
presidents) shall have such powers and duties as the Board or the chairman, vice
chairman or president assigns to him.

4.10 The Treasurer. The treasurer shall be the chief financial officer of
the corporation and shall be in charge of the corporation's books and accounts.
Subject to

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the control of the Board, he shall have such other powers and duties as the
Board or the president assigns to him.

4.11 The Secretary. The secretary shall be the secretary of, and keep the
minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the Board or the president assigns to him. In the absence
of the secretary from any meeting, the minutes shall be kept by the person
appointed for that purpose by the presiding officer.

4.12 Salaries. The Board may fix the officers' salaries, if any, or it may
authorize the president to fix the salary of any other officer.

5. SHARES.

5.1 Certificates. The corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the president or a vice president, and by the secretary or an assistant
secretary or the treasurer or an assistant treasurer, and shall be sealed with
the corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.

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5.2 Transfers. Shares shall be transferable only on the corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory surety before issuing a new certificate to
replace a certificate claimed to have been lost or destroyed.

5.3 Determination of Stockholders of Record. The Board may fix, in advance,
a date as the record date for the determination of stockholders entitled to
notice of or to vote at any meeting of the stockholders, or to express consent
to or dissent from any proposal without a meeting, or to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action.
The record date may not be more than 60 or less than 10 days before the date of
the meeting or more than 60 days before any other action.

6. INDEMNIFICATION AND INSURANCE.

6.1 Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to

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employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent permitted by the laws of Delaware, as
amended from time to time, against all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and that indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his heirs, executors and administrators;
provided, however, that, except as provided in section 6.2, the corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by that person only if that proceeding
(or part thereof) was authorized by the Board. The right to indemnification
conferred in these by-laws shall be a contract right and shall include the right
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses incurred
by a director or officer in his capacity as a director or officer (and not in
any other capacity in which service was or is rendered by that person

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while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director of officer is not entitled to be
indemnified under these bylaws or otherwise. The corporation may, by action of
its Board, provide indemnification to employees and agents of the corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

6.2 Right of Claimant to Bring Suit. If a claim under section 6.1 is not
paid in full by the corporation within 30 days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting that claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation) that the
claimant has failed to meet a standard of conduct that makes it permissible
under Delaware law for the corporation to indemnify the claimant for the amount
claimed. Neither

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the failure of the corporation (including its Board, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is permissible in the
circumstances because he has met that standard of conduct, nor an actual
determination by the corporation (including its Board, independent counsel, or
its stockholders) that the claimant has not met that standard of conduct, shall
be a defense to the action or create a presumption that the claimant has failed
to meet that standard of conduct.

6.3 Non-Exclusivity of Rights. The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance or its final
disposition conferred in Section 6 of these by-laws shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, by-laws, agreement, vote
of stockholders or disinterested directors or otherwise.

6.4 Insurance. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or loss, whether or
not the corporation would have the power to indemnify such person against that
expense, liability or loss under Delaware law.

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6.5 Expenses as a Witness. To the extent that any director, officer,
employee or agent of the corporation is by reason of such position, or a
position with another entity at the request of the corporation, a witness in any
action, suit or proceeding, he shall be indemnified against all costs and
expenses actually and reasonably incurred by him or on his behalf in connection
therewith.

6.6 Indemnity Agreements. The corporation may enter into agreements with
any director, officer, employee or agent of the corporation providing for
indemnification to the fullest extent permitted by Delaware law.

7. MISCELLANEOUS.

7.1 Seal. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the corporation's name and the year and state in
which it was incorporated.

7.2 Fiscal Year. The Board may determine the corporation's fiscal year.
Until changed by the Board, the corporation's fiscal year shall begin January 1
and end December 31.

7.3 Voting of Shares in Other corporation. Shares in other corporations
that are held by the corporation may be represented and voted by the president
or a vice president of this corporation or by a proxy or proxies appointed by
one of them. The Board may, however, appoint some other person to vote the
shares.

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7.4 Amendments. By-laws may be amended, repealed or adopted by the
stockholders or by a majority of the entire Board, but any by-law adopted by the
Board may be amended or repealed by the stockholders.

<PAGE> 1
EXHIBIT 3.17

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF INCORPORATION OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE
ON THE ELEVENTH DAY OF SEPTEMBER, A.D. 1992, AT 10 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100 AUTHENTICATION: 9208991

981283358 DATE: 07-21-98
<PAGE> 2

CERTIFICATE OF INCORPORATION

WT ACQUISITION CORPORATION

THE UNDERSIGNED, acting as the incorporator of a corporation under and in
accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

1. Name. The name of the corporation is WT Acquisition Corporation (the
"Corporation").

2. Duration. The Corporation is to have perpetual existence.

4. Authorized Shares. The aggregate number of shares that the Corporation
shall have authority to issue is 1,000 with the par value of $.01 per share. All
of such shares shall be designated "Common Stock."

5. Preemptive Rights and Cumulative Voting Denied. No holder of shares of
the corporation of any class or series shall have any preemptive right to
subscribe for, purchase or receive any shares of the corporation of any class or
series now or hereafter authorized, or any options or warrants for such shares,
or any securities convertible into or exchangeable for such shares, which may at
any time be issued, sold or offered for sale by the corporation. Cumulative
voting by the stockholders of the corporation at any election of directors of
the corporation is hereby prohibited.

6. Registered Office, Agent. The registered office of the Corporation is
to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

7. Incorporator. The name and address of the incorporator is as follows:

Thomas Hall
Ferchill & Associates, P.C.
301 Congress Avenue, Suite 1400
Austin, Texas 78701
<PAGE> 3
8. Initial Directors. The powers of the incorporator shall terminate upon
the filing of this certificate and the following persons shall serve as the
directors of the corporation until their successors are duly elected and
qualified:

Al Green 5737 Cullen Blvd.
Houston, Texas 77021

J. Merritt Belisle 400 West 15th Street, Suite 1610
Austin, Texas 78701

9. Arrangement with Creditors. The following provisions are included for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders:

(a) The Board of Directors of the Corporation shall have the power,
without the assent or vote of the stockholders, to adopt, amend or repeal
the bylaws of the Corporation in such manner and subject to such
limitations, if any, as shall be set forth in the bylaws.

(b) Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this Corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders
of this Corporation, as the case may be, to be summoned in such manner as
the said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the stockholders
or class of stockholders of this Corporation, as the case may be, agree to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

10. Direct Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.
<PAGE> 4
11. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), liability, loss, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the fullest extent permitted by either
(i) any applicable law in effect on the date of incorporation of the
Corporation, or (ii) any law which becomes effective during the existence of the
Corporation and which is applicable to it.

/s/ THOMAS HALL
-----------------------------
Thomas Hall
<PAGE> 5

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE
ON THE FIFTEENTH DAY OF JUNE, A.D. 1993, AT 3:30 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100 AUTHENTICATION: 9208992

981283358 DATE: 07-21-98
<PAGE> 6
CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

WT ACQUISITION CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
WT Acquisition Corporation.

2. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Article 4 thereof and by substituting in lieu thereof a new Article
4 as set forth below.

The new Article 4 is as follow:

"4. The total number of shares of stock which the corporation shall
have authority to issue is 34,110, and the par value of each of such shares
is $.01. Such shares shall be divided into 1,000 shares of Class A Common
Stock (the "Class A Common Stock"), 16,300 shares of Class B-1 Common
Stock (the "Class B-1 Common Stock"), 16,300 shares of Class B-2 Common
Stock (the "Class B-2 Common Stock"), and together with the Class B-1
Common Stock, the "Class B Common Stock"), and 510 shares of Class C Common
Stock (the "Class C Common Stock").

The designations, powers, preferences and relative, participating,
optional and other special rights with respect to the Class A Common Stock,
the Class B Common Stock and the Class C Common Stock, and the
qualifications, restrictions and limitations thereof, are as follows:

1. Voting Rights.

The holders of the Class A Common Stock and Class B-2 Common Stock
shall each have one vote per share of Class A Common Stock or Class B-2
Common Stock held by them on all matters to be voted on by the
corporation's stockholders. Except as may be required by law, the holders
of the Class B-1 Common Stock and Class C Common Stock have no right to
vote on any matter.

2. Dividends.

Dividends shall be paid on the Class A Common Stock, the Class B
Common Stock and the Class C Common Stock at such times as may be declared
by the board of directors.

<PAGE> 7
3. Rights Upon Liquidation.

Upon any liquidation (partial or complete), dissolution or winding up of
the corporation, the corporation shall distribute the assets of the corporation
(the "Available Assets") legally available for distribution to its stockholders
after making adequate provision for (i) all contingent and other liabilities of
the corporation, including, without limitation, any and all indebtedness, fees,
penalties, profits interests or other amounts or payments due from the
corporation to any creditor of the corporation, and (ii) the fair market value
of any warrants or options to acquire any equity securities of the corporation
issued by the corporation to any creditor of the corporation, in accordance
with the provisions of this Section 3.

3A. Definitions. For the purpose of this Section 3, the following terms
shall have the following meanings:

"Class A Holders" means the holders of shares of Class A Common Stock.

"Class B Holders" means the holders of shares of Class B Common Stock.

"Class C Holders" means the holders of shares of Class C Common Stock.

"Closing Date" means June 18, 1993.

"Distribution Date" means each date upon which a complete or partial
liquidating distribution is made to the stockholders of the corporation.

"IRR" means, as of any Distribution Date, the rate which if used to
discount the cash payments described in the next sentence to present value as
of the Closing Date would cause the net present value of such payments to equal
zero. In calculating IRR, (i) each cash payment received from the corporation
by the holders of Junior Notes, Class B Common Stock and Class C Common Stock
(collectively, the "Investments") prior to such Distribution Date shall be a
positive item, (ii) the amount of Available Assets to be distributed by the
corporation to its stockholders on such Distribution Date shall be a positive
item, (iii) each cash disbursement made by the holders of Junior Notes, Class B
Common Stock and Class C Common Stock directly to the corporation or on behalf
of the corporation and attributable to the Investments prior to such
Distribution Date, including, without limitation, the original purchase prices
for the Investments pursuant to the Purchase Agreement, shall be a negative
item, (iv) all cash payments received from the corporation by the holders of
Junior Notes, Class B Common

2
<PAGE> 8
Stock or Class C Common Stock shall be discounted from the date of actual
receipt by such holders, and (v) fees and payments in reimbursement of expenses
of holders of Junior Notes, Class B Common Stock or Class C Common Stock and
their affiliates pursuant to the Purchase Agreement shall be disregarded in
calculating the IRR.

"Junior Note" means the 11.45% Junior Subordinated Promissory Note of the
Company in aggregate principal amount of $2,000,000 issued pursuant to the
Purchase Agreement. "Junior Notes" means the Junior Note and any promissory
notes issued in replacement thereof or upon conversion thereof in payment of
accrued interest thereon.

"Proportionate Share" means (a) with respect to any Class A Holder, the
quotient, expressed as a percentage, obtained by dividing (i) the number of
shares of Class A Common Stock held by such Class A Holder on the date of the
determination of its Proportionate Share by (ii) the number of shares of Class
A Common Stock held by all Class A Holders as of such date, (b) with respect to
any Class B Holder, the quotient, expressed as a percentage, obtained by
dividing (i) the number of shares of Class B Common Stock held by such Class B
Holder on the date of the determination of its Proportionate Share by (ii) the
number of shares of Class B Common Stock held by all Class B Holders as of
such date, (c) with respect to any Class C Holder, the quotient, expressed as a
percentage, obtained by dividing (i) the number of shares of Class C Common
Stock held by such Class C Holder on the date of the determination of its
Proportionate Share by (ii) the number of shares of Class C Common Stock held
by all Class C Holders as of such date, and (d) with respect to any Class B
Holder or Class C Holder in connection with any distribution to the Class B
Holders and the Class C Holders as a group, the quotient, expressed as a
percentage, obtained by dividing the number of shares of Class B Common Stock
or Class C Common Stock, as the case may be, held by such Class B Holder or
Class C Holder on the date of determination of its Proportionate Share by (ii)
the aggregate number of shares of Class B Common Stock and Class C Common Stock
held by all Class B Holders and Class C Holders as of such date.

"Purchase Agreement" means the Purchase Agreement among the Company and
the original Class A Holders, Class B Holders and Class C Holders dated June
18, 1993.

3B. Distributions. The amount of the Available Assets distributed to the
Class A Holders, the Class B Holders and the Class C Holders on any
Distribution Date in connection with a partial or complete liquidation of the
corporation shall be determined as follows:

3
<PAGE> 9
(a) First, all such Available Assets shall be distributed to the Class B
Holders and Class C Holders, as a group, pari passu in accordance with their
Proportionate Shares until they shall have received an aggregate of $1,681,000;
and

(b) Second, all such Available Assets remaining after the distributions
pursuant to subparagraph (a) above shall be distributed to the Class A Holders,
Class B Holders and Class C Holders as follows:

(i) If IRR as of such Distribution Date is less than 16%, then
all of such remaining Available Assets shall be distributed to the Class B
Holders pari passu in accordance with their Proportionate Shares;

(ii) If IRR as of such Distribution Date is equal to or greater
than 16% but less than 21%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the Class C
Holders in the amounts necessary to cause (x) 97.5% of all Available Assets
distributed on and prior to such Distribution Date to be distributed to the
Class B Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 2.5% of all Available
Assets distributed on and prior to such Distribution Date to be distributed
to the Class A Holders;

(iii) If IRR as of such Distribution Date is equal to or greater
than 21% but less than 26%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the Class C
Holders in the amounts necessary to cause (x) 92.5% of all Available Assets
distributed on and prior to such Distribution Date to be distributed to the
Class B Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 7.5% of all Available
Assets distributed on and prior to such Distribution Date to be distributed
to the Class A Holders;

(iv) If IRR as of such Distribution Date is equal to or greater
than 26% but less than 31%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the Class C
Holders in the amounts necessary to cause (x) 90% of all Available Assets
distributed on and prior to such Distribution Date to be distributed to the
Class B Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 10% of all Available
Assets distributed on and prior to

4
<PAGE> 10
such Distribution Date to be distributed to the Class A Holders;

(v) If IRR as of such Distribution Date is equal to or greater
than 31% but less than 36%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the Class C
Holders in the amounts necessary to cause (x) 87.5% of all Available Assets
distributed on and prior to such Distribution Date to be distributed to the
Class B Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 12.5% of all Available
Assets distributed on and prior to such Distribution Date to be distributed
to the Class A Holders;

(vi) If IRR as of such Distribution Date is equal to or greater
than 36% but less than 41%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the Class C
Holders in the amounts necessary to cause (x) 85% of all Available Assets
distributed on and prior to such Distribution Date to be distributed to the
Class B Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 15% of all Available
Assets distributed on and prior to such Distribution Date to be distributed
to the Class A Holders; and

(vii) If IRR as of such Distribution Date is equal to or greater
than 41%, then such remaining Available Assets shall be distributed to the
Class A Holders, the Class B Holders and the Class C Holders in the amounts
necessary to cause (x) 80% of all Available Assets distributed on and prior
to such Distribution Date to be distributed to the Class B Holders and the
Class C Holders, as a group, pari passu in accordance with their
Proportionate Shares, and (y) 20% of all Available Assets distributed on
and prior to such Distribution Date to be distributed to the Class A
Holders.

4. Conversion.

4A. Conversion of Class B-2 Common Stock. Each record holder of Class
B-2 Common Stock is entitled at any time after June 18, 1995 and from time to
time thereafter the convert any or all of the shares of such holder's Class B-2
Common Stock into the same number of shares of Class B-1 Common Stock.

4B. Conversion of Class B-1 Common Stock. Each record holder of Class
B-1 Common Stock is entitled at any time after June 18, 1995 and from time to
time thereafter the convert

5
<PAGE> 11
any or all of the shares of such holder's Class B-1 Common Stock into the same
number of shares of Class B-2 Common Stock; provided, that no holder of Class
B-1 Common Stock is entitled to convert any share or shares of Class B-1 Common
Stock to the extent that such conversion would be inconsistent with any law or
any regulation, rule or other requirement of any governmental authority
applicable at the time of such conversion relating to the direct or indirect
ownership, control or power to vote securities of the kind issued by the
corporation.

4C. Conversion Procedure.

(i) Each conversion of shares of Class B-1 Common Stock into Class
B-2 Common Stock or of Class B-2 Common Stock into Class B-1 Common Stock
pursuant to the foregoing paragraphs 4A and 4B will be effected by the surrender
of the certificate or certificates representing the shares to be converted at
the principal office of the corporation during normal business hours, together
with a written notice by the holder of such stock being converted stating (A)
that such holder desires to convert the shares, or a stated number of the
shares, of the stock represented by such certificate or certificates into the
class of common stock of the corporation specified in such notice, and (B) in
the case of a conversion of Class B-1 Common Stock into Class B-2 Common Stock,
that upon such conversion such holder and its affiliates will not directly or
indirectly own, control or have the power to vote a greater quantity of
securities of any kind issued by the corporation than such holder and its
affiliates are permitted to own, control or have the power to vote under any
applicable law or any regulation, rule or other governmental requirement (and
such statement will obligate the corporation to issue such Class B-2 Common
Stock). Such conversion will be deemed to have been effectuated as of the close
of business on the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time the rights of
the holder of the converted stock as such holder will cease and the person or
persons in whose name or names the certificate or certificates for shares of
Class B-1 Common Stock or Class B-2 Common Stock, as the case may be, into which
such stock was converted was or were registered will be deemed to have become
the holder or holders of record of such shares.

(ii) Promptly after such surrender and the receipt of such written
notice, the corporation will issue and deliver in accordance with the
surrendering holder's instructions (A) the certificate or certificates for the
Class B-1 Common Stock or Class B-2 Common Stock, as the case may be, issuable
upon such conversion, and (B) a certificate representing any Class B-1 Common
Stock or Class B-2 Common Stock, as the case may be, which was represented by
the certificate or certificates

6
<PAGE> 12
delivered to the corporation in connection with such conversion but which
was not converted.

(iii) The corporation shall not in any manner subdivide (by stock
split, stock dividend or otherwise) or combine (by reverse stock split or
otherwise) any share of any class of common stock of the corporation.

(iv) The issuance of certificates for shares of Class B-1 Common
Stock or Class B-2 Common Stock, as the case may be, upon conversion of
any Class B-2 Common Stock or Class B-1 Common Stock, respectively, will
be made without charge to the holders of such shares for any issuance tax
in respect thereof or other cost incurred by the corporation in connection
with such conversion and the related issuance of shares of such Class B-2
Common Stock or Class B-1 Common Stock, as the case may be.

(v) The corporation will not close its books against the
transfer of any class of Class B-1 Common Stock or Class B-2 Common Stock
issued or issuable upon conversion of Class B-2 Common Stock or Class B-1
Common Stock, respectively, in any manner which would interfere with
the timely conversion of any Class B-1 Common Stock or Class B-2 Common
Stock, as the case may be.

3. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Article 5 thereof and by substituting in lieu thereof a new
Articles as set forth below.

The new Article 5 is as follows:

5. Cumulative Voting Denied. Cumulative voting by the stockholders
of the corporation at any election of directors of the corporation is
hereby prohibited.

4. The Certificate of Incorporation of the Corporation is hereby amended
by deleting the existing paragraph (b) of Article 9 thereof, and by adding a
new paragraph (b) to Article 9 thereof, which shall read as follows:

(b) At all meetings of the Board of Directors of the Corporation a
majority of the entire Board, which shall include at least a majority of
the directors (the "Majority Purchaser Directors") designated by the
Purchaser (as that term is defined in the Purchase Agreement) (which, if
the Purchaser has designated one or two directors only, shall mean at
least one such director), shall be necessary to and shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, unless otherwise provided by any applicable provision of law
or by this Certificate of Incorporation. Anything to the contrary in this

7
<PAGE> 13
Certificate of Incorporation to the contrary notwithstanding, the
provisions of this Article 9(b) shall not be amended, altered or repealed
unless such action is first approved by affirmative vote or consent of the
Board of Directors, which shall include the affirmative vote or consent of
the Majority Purchaser Directors and at least one director designated by
the holders of the Class A Common Stock.

5. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

* * * *

8
<PAGE> 14
Signed and attested to on June 15, 1993.

WT ACQUISITION CORPORATION

By: /s/ J. MERRITT BELISLE
-----------------------------
J. Merritt Belisle
President

Attest:

/s/ CARY FERCHILL
- --------------------------------
Cary Ferchill
Assistant Secretary

<PAGE> 15

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-FIFTH DAY OF JULY, A.D. 1994, AT 8:30 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100 AUTHENTICATION: 9208993

981283358 DATE: 07-21-98
<PAGE> 16

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

WT ACQUISITION CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
WT Acquisition Corporation.

2. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Article 4 thereof and by substituting in lieu thereof a new Article
4 set forth below.

The new Article 4 is as follows:

"4. The total number of shares of stock which the Corporation shall
have authority to issue is 69,110. Such shares shall be divided into 32,000
shares of Class A 11% PIK Redeemable Preferred Stock (Series A), $1,000.00
par value per share (the "Preferred Stock (Series A)") and 3,000 shares of
Class A 11% PIK Redeemable Preferred Stock (Series B), $1,000.00 par value
per share (the "Preferred Stock (Series B)") (collectively, the Preferred
Stock (Series A) and the Preferred Stock (Series B) are referred to as the
"Preferred Stock"), 1,000 shares of Class A Common Stock, $.01 par value
per share (the "Class A Common Stock"), 16,300 shares of Class B-1 Common
Stock, $.01 par value per share (the "Class B-1 Common Stock"), 16,300
shares of Class B-2 Common Stock, $.01 par value per share (the "Class B-2
Common Stock," and together with the Class B-1 Common Stock, the "Class B
Common Stock"), and 510 shares of Class C Common Stock, $.01 par value per
share (the "Class C Common Stock") (collectively, the Class A Common Stock,
the Class B Common Stock and the Class C Common Stock are referred to as
the "Common Stock").

The designations, powers, preferences and relative, participating,
optional and other special rights with respect to the Preferred Stock, the
Class A Common Stock, the Class B Common Stock and the Class C Common Stock,
and the qualifications, restrictions and limitations thereof, are as follows:

1. Voting Rights.

Except as provided herein, the holders of Preferred Stock shall have no
voting rights with regard to matters submitted to a vote of the stockholders.
The affirmative consent or vote of at least eighty percent (80%) of the
outstanding shares of Preferred Stock, voting as a class, shall be required
with respect to any action (a) which would alter the powers, preferences and
rights of the holders of shares of Preferred Stock materially and adversely or
(b) which would create any

<PAGE> 17
new class or series of any stock of the Corporation having preference over
or being on a parity with the Preferred Stock or (c) which would increase
the authorized number of shares of Preferred Stock. The holders of the
Class A Common Stock and Class B-2 Common Stock shall each have one vote
per share of Class A Common Stock or Class B-2 Common Stock held by them on
all matters to be voted on by the Corporation's stockholders. Except as may
be required by law, the holders of the Class B-1 Common Stock and Class C
Common Stock shall have no right to vote on any matter.

2. Dividends.

The holders of the Preferred Stock will be entitled to dividends as
follows:

Commencing on July 26, 1994, a cumulative dividend equal to $110.00
per share per annum shall accrue on the Preferred Stock and shall become
due and payable on September 30, 1994 and on each December 31, March 31,
June 30 and September 30 of each year thereafter.

Dividends on the Preferred Stock shall be payable on each date
provided therefor (a "Preferred Stock Dividend Payment Date") solely in the
form of additional shares of Preferred Stock (Series A) and issued to the
registered holder thereof in the amount of such dividend payable on such
Preferred Stock Dividend Payment Date.

Dividends shall be paid on the Class A Common Stock, the Class B
Common Stock and the Class C Common Stock at such times as may be declared
by the board of directors.

3. Rights Upon Liquidation.

Upon any liquidation (partial or complete), dissolution or winding up
of the Corporation (a "Liquidating Event"), the Corporation shall
distribute the assets of the Corporation (the "Available Assets") legally
available for distribution to its stockholders after making adequate
provision for (i) all contingent and other liabilities of the Corporation,
including, without limitation, any and all indebtedness, fees, penalties,
profits interests or other amounts or payments due from the Corporation to
any creditor of the Corporation, (ii) the Preferred Stock Liquidation
Preference (as defined below) in accordance with the following paragraph
and (iii) the fair market value of any warrants or options' to acquire any
equity securities of the Corporation issued by the Corporation to any
creditor of the Corporation, in accordance with the provisions of this
Section 3.

In the event of a Liquidating Event, the holders of Preferred Stock
shall be entitled to receive, prior and in preference to any distribution
of any of the assets of the Corporation to the holders of the Common Stock,
by reason of their ownership thereof, an amount equal to $1,000.00 per
share (the "Preferred Stock Liquidation Preference"), plus any accrued and
unpaid dividends. Written notice of any such liquidation, dissolution or
winding up, stating a payment date, the
<PAGE> 18
place where such payment shall be made, the amount of each liquidating
payment and the amount of accrued dividends to be paid, shall be given by
first class mail, postage paid, not less than thirty (30) days prior to
the payment date stated therein, to each holder of record of the Preferred
Stock at such holder's address as shown on the records of the Corporation.
If upon the occurrence of such event, the assets and funds to be thus
distributed among the holders of the Preferred Stock shall be insufficient
to permit the payment to such holders of the full amount due hereunder,
then the holders of Preferred Stock shall share ratably in any
distribution of assets of the Corporation in proportion to the respective
amounts which would otherwise be payable with respect to the shares of
Preferred Stock held by them upon such distribution if the full amount
payable on or with respect to such shares were paid in full.

To the extent Available Assets exist after the payment of or
provision for the liabilities set forth above, such Available Assets shall
be distributed in accordance with the remainder of this Section 3.

3A. Definitions. For the purposes of this Section 3, the following
terms shall have the following meanings:

"Class A Holders" means the holders of shares of Class A Common
Stock.

"Class B Holders" means the holders of shares of Class B Common
Stock.

"Class C Holders" means the holders of shares of Class C Common
Stock.

"Distribution Date" means each date upon which a complete or
partial liquidating distribution is made to the stockholders of the
Corporation.

"IRR" means, as of any Distribution Date, the rate which if used
to discount the cash payments described in the next sentence to
present value would cause the net present value of such payments to
equal zero. In calculating IRR, (i) each cash payment received from
the Corporation by the holders of Junior Notes, Class B Stock and
Class C Stock (collectively, the "Investments") prior to such
Distribution Date shall be a positive item, and all such cash
payments shall be discounted from the date of actual receipt by such
holders, (ii) the amount of Available Assets to be distributed by the
Corporation to its stockholders on such Distribution Date shall be a
positive item, (iii) each cash disbursement made by the holders of
Junior Notes, Class B Stock and Class C Stock directly to the
Corporation or on behalf of the Corporation and attributable to the
Investments prior to such Distribution Date, including, without
limitation, the original purchase prices for the Investments received
by the

<PAGE> 19
Corporation, shall be a negative item, and each such cash disbursement
shall be discounted from the date of actual receipt by the
Corporation, and (iv) fees and payments in reimbursement of expenses
of holders of Junior Notes, Class B Stock or Class C Stock and their
affiliates pursuant to the Purchase Agreement shall be disregarded in
calculating the IRR.

"Junior Note" means the 11.45% Junior Subordinated Promissory
Note of the Company in aggregate principal amount of $2,000,000 issued
to the Class B Holders. "Junior Notes" means the Junior Note and any
promissory notes issued in replacement thereof or upon conversion
thereof in payment of accrued interest thereon.

"Proportionate Share" means (a) with respect to any Class A
Holder, the quotient, expressed as a percentage, obtained by dividing
(i) the number of shares of Class A Common Stock held by such Class A
Holder on the date of the determination of its Proportionate Share by
(ii) the number of shares of Class A Common Stock held by all Class A
Holders as of such date, (b) with respect to any Class B Holder, the
quotient, expressed as a percentage, obtained by dividing (i) the
number of shares of Class B Common Stock held by such Class B Holder
on the date of the determination of its Proportionate Share by (ii)
the number of shares of Class B Common Stock held by all Class B
Holders as of such date, (c) with respect to any Class C Holder, the
quotient, expressed as a percentage, obtained by dividing (i) the
number of shares of Class C Common Stock held by such Class C Holder
on the date of the determination of its Proportionate Share by (ii)
the number of shares of Class C Common Stock held by all Class C
Holders as of such date, and (d) with respect to any Class B Holder or
Class C Holder in connection with any distribution to the Class B
Holders and Class C Holders as a group, the quotient, expressed as a
percentage, obtained by dividing the number of shares of Class B
Common Stock or Class C Common Stock, as the case may be, held by such
Class B Holder or Class C Holder on the date of determination of its
Proportionate Share by (ii) the aggregate number of shares of Class B
Common Stock and Class C Common Stock held by all Class B Holders and
Class C Holders as of such date.

3B. Distributions. The amount of the Available Assets distributed to
the Class A Holders, the Class B Holders and the Class C Holders on any
Distribution Date in connection with a partial or complete liquidation of
the Corporation shall be determined as follows:

(a) First, all such Available Assets shall be distributed to the
Class B Holders and Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares until they shall have
received an aggregate of $1,681,000; and

4
<PAGE> 20
(b) Second, all such Available Assets remaining after the
distributions pursuant to subparagraph (a) above shall be distributed
to the Class A Holders, Class B Holders and Class C Holders as
follows:

(i) If IRR as of such Distribution Date is less than 16%,
then all of such remaining Available Assets shall be distributed
to the Class B Holders pari passu in accordance with their
Proportionate Shares;

(ii) If IRR as of such Distribution Date is equal to or
greater than 16% but less than 21%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 97.5% of all Available Assets distributed on and prior to
such Distribution Date to be distributed to the Class B Holders
and the Class C Holders, as a group, pari passu in accordance
with their Proportionate Shares, and (y) 2.5% of all Available
Assets distributed on and prior to such Distribution Date to be
distributed to the Class A Holders;

(iii) If IRR as of such Distribution Date is equal to or
greater then 21% but less than 26%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 92.5% of all Available Assets distributed on and prior to
such Distribution Date to be distributed to the Class B Holders
and the Class C Holders, as a group, pari passu in accordance
with their Proportionate Shares, and (y) 7.5% of all Available
Assets distributed on and prior to such Distribution Date to be
distributed to the Class A Holders;

(iv) If IRR as of such Distribution Date is equal to or
greater than 26% but less than 31%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 90% of all Available Assets distributed on and prior to such
Distribution Date to be distributed to the Class B Holders and
the Class C Holders, as a group, pari passu in accordance with
their Proportionate Shares, and (y) 10% of all Available Assets
distributed on and prior to such Distribution Date to be
distributed to the Class A Holders;

(v) If IRR as of such Distribution Date is equal to or
greater then 31% but less than 36%, then such remaining
Available Assets shall be distributed to the Class A Holders,
the Class B Holders and the Class C Holders in the amounts
necessary to cause (x) 87.5% of all Available Assets distributed
on and prior

5
<PAGE> 21
to such Distribution Date to be distributed to the Class B
Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 12.5% of all
Available Assets distributed on and prior to such Distribution
Date to be distributed to the Class A Holders;

(vi) If IRR as of such Distribution Date is equal to or
greater than 36% but less than 41%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 85% of all Available Assets distributed on and prior to such
Distribution Date to be distributed to the Class B Holders and
the Class C Holders, as a group, pari passu in accordance with
their Proportionate Shares, and (y) 15% of all Available Assets
distributed on and prior to such Distribution Date to be
distributed to the Class A Holders; and

(vii) If IRR as of such Distribution Date is equal to or
greater than 41%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the
Class C Holders in the amounts necessary to cause (x) 80% of all
Available Assets distributed on and prior to such Distribution
Date to be distributed to the Class B Holders and the Class C
Holders, as a group, pari passu in accordance with their
Proportionate Shares, and (y) 20% of all Available Assets
distributed on and prior to such Distribution Date to be
distributed to the Class A Holders.

4. Conversion.

4A. Conversion of Class B-2 Common Stock. Each record holder of
Class B-2 Common Stock is entitled at any time after July 27, 1995 and from
time to time thereafter, to convert any or all of the shares of such holder's
Class B-2 Common Stock into the same number of shares of Class B-1 Common
Stock.

4B. Conversion of Class B-1 Common Stock. Each record holder of
Class B-1 Common Stock is entitled at any time after July 27, 1995 and from
time to time thereafter to convert any or all of the shares of such holder's
Class B-1 Common Stock into the same number of shares of Class B-2 Common
Stock; provided, that no holder of Class B-1 Common Stock is entitled to
convert any share or shares of Class B-1 Common Stock to the extent that such
conversion would be inconsistent with any law or any regulation, rule or other
requirement of any governmental authority applicable at the time of such
conversion relating to the direct or indirect ownership, control or power to
vote securities of the kind issued by the Corporation.

6
<PAGE> 22
4C. Conversion Procedure.

(i) Each conversion of shares of Class B-1 Common Stock into
Class B-2 Common Stock or of Class B-2 Common Stock into Class B-1
Common Stock pursuant to the foregoing paragraphs 4A and 4B will be
effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office of
the Corporation during normal business hours, together with a written
notice by the holder of such stock being converted stating (A) that
such holder desires to convert the shares, or a stated number of the
shares, of the stock represented by such certificate or certificates
into the class of common stock of the Corporation specified in such
notice, and (B) in the case of a conversion of Class B-1 Common Stock
into Class B-2 Common Stock, that upon such conversion such holder
and its affiliates will not directly or indirectly own, control or
have the power to vote a greater quantity of securities of any kind
issued by the Corporation than such holder and its affiliates are
permitted to own, control or have the power to vote under any
applicable law or any regulation, rule or other governmental
requirement (and such statement will obligate the Corporation to
issue such Class B-2 Common Stock). Such conversion will be deemed to
have been effectuated as of the close of business on the date on which
such certificate or certificates have been surrendered and such notice
has been received, and at such time the rights of the holder of the
converted stock as such holder will cease and the person or persons in
whose name or names the certificate or certificates for shares of
Class B-1 Common Stock or Class B-2 Common Stock, as the case may be,
into which such stock was converted was or were registered will be
deemed to have become the holder or holders of record of such shares.

(ii) Promptly after such surrender and the receipt of such
written notice, the Corporation will issue and deliver in accordance
with the surrendering holder's instructions (A) the certificate or
certificates for the Class B-1 Common Stock or Class B-2 Common Stock,
as the case may be, issuable upon such conversion, and (B) a
certificate representing any Class B-1 Common Stock or Class B-2
Common Stock, as the case may be, which was represented by the
certificate or certificates delivered to the Corporation in
connection with such conversion but which was not converted.

(iii) The Corporation shall not in any manner subdivide (by
stock split, stock dividend or otherwise) or combine (by reverse
stock split or otherwise) any share of any class of common stock of
the Corporation.

<PAGE> 23
any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related
issuance of shares of such Class B-2 Common Stock or Class B-1 Common
Stock, as the case may be.

(v) The Corporation will not close its books against the
transfer of any class of Class B-1 Common Stock or Class B-2 Common
Stock issued or issuable upon conversion of Class B-2 Common Stock or
Class B-1 Common Stock, respectively, in any manner which would
interfere with the timely conversion of any Class B-1 Common Stock or
Class B-2 Common Stock, as the case may be.

5. Redemption of Preferred Stock.

The Corporation shall redeem the outstanding shares of Preferred
Stock as follows:

5A. Redemption at the Option of the Corporation.

The Corporation shall have the right to redeem the outstanding shares
of Preferred Stock, at any time, in whole or in part, at a redemption price
per share equal to $1,000.00 (the "Redemption Price") plus any accrued and
unpaid dividends.

5B. Redemption at the Option of the Holder.

The Preferred Stock shall be subject to mandatory redemption, in
whole or in part, at a redemption price per share equal to the Redemption
Price, plus any accrued and unpaid dividends, at the election of the holder
thereof, at any time after the earliest to occur of the following events:

(i) January 26, 2003:

(ii) The effective date of a Change of Control (as defined
below);

(iii) The effective date of (A) the sale, lease or exchange of
all or substantially all of the assets of the Corporation or (B) any
merger or consolidation to which the Corporation or any subsidiary is
a party other than the merger of a wholly-owned subsidiary into the
Corporation; or

(iv) The occurrence of a material default that remains uncured
an unwaived after the expiration of all applicable cure periods under
the Credit Facility (as defined below) or any credit facility
replacing in whole or in part the Credit Facility.

<PAGE> 24
For purposes of this Section 5B, the terms "Change of Control" and
"Credit Facility" shall have the meanings set forth therefor in the
amended and restated Stockholders' Agreement dated July 26, 1994, among
the Corporation and its Shareholders.

5C. Procedure for Redemption.

(a) The Corporation shall redeem the Preferred Stock ratably
among the holders of the Preferred Stock as shown on the records of
the Corporation on the date of notices as hereinafter provided based
on their respective percentage ownership of outstanding shares of
Preferred Stock, and shall pay all dividends outstanding on the
Preferred Stock to be redeemed at each payment date.

(b) The Corporation shall give the holders of the Preferred
Stock not less than thirty (30) nor more than forty-five (45) days'
prior written notice of the Redemption Date and the amount of each
Redemption Payment and shall set forth the amount of accrued
dividends to be paid.

(c) All Preferred Stock redeemed, purchased or otherwise
acquired by the Corporation shall be retired and cancelled and shall
not be reissuable.

(d) Notice shall be deemed given when personally delivered or
deposited in the United States mail, postage prepaid, first class
mail, to each holder of Preferred Stock to be redeemed at the address
of such holder as the same shall appear on the share records of the
Corporation. No failure of any stockholder to receive any such Notice
of Redemption nor the failure of the Corporation to mail or deliver
the same to any stockholder shall effect the validity of the
proceedings for redemption except as to the holder whose notice is
not mailed or delivered. If notice is given as herein provided and if
on or before the Redemption Date the Corporation shall set aside or
deposit with an agent for redemption specified in the Redemption
Notice an amount sufficient to pay the aggregate redemption price of
all shares to be redeemed, the shares called for redemption shall,
after the Redemption Date, be deemed no longer outstanding and the
holder thereof shall cease to be a stockholder with respect to such
shares and shall have no right to dividends or other stockholder
rights thereafter.

3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

9
<PAGE> 25

Signed and attested to on July 22, 1994.

WT ACQUISITION CORPORATION

By /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle
President

Attest:

/s/ CARY FERCHILL
- ---------------------------------
Cary Ferchill
Assistant Secretary

10
<PAGE> 26

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE ON THE
TWELFTH DAY OF SEPTEMBER, A.D. 1994, AT 11:30 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100 AUTHENTICATION: 9208994

981283358 DATE: 07-21-98
<PAGE> 27

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

WT ACQUISITION CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
WT Acquisition Corporation.

2. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Article 4 thereof and by substituting in lieu thereof a new Article
4 as set forth below.

The new Article 4 is as follows:

"4. The total number of shares of stock which the Corporation
shall have authority to issue is 69,110. Such shares shall be divided into
32,000 shares of Class A 11% PIK Redeemable Preferred Stock (Series A),
$1,000.00 par value per share (the "Preferred Stock (Series A)") and 3,000
shares of Class A 11% PIK Redeemable Preferred Stock (Series B), $1,000.00
par value per share (the "Preferred Stock (Series B)") (collectively, the
Preferred Stock (Series A) and the Preferred Stock (Series B) are referred
to as the "Preferred Stock"), 1,000 shares of Class A Common Stock, $.01
par value per share (the "Class A Common Stock"), 16,300 shares of Class
B-1 Common Stock, $.01 par value per share (the "Class B-1 Common Stock"),
16,300 shares of Class B-2 Common Stock, $.01 par value per share (the
"Class B-2 Common Stock," and together with the Class B-1 Common Stock,
the "Class B Common Stock"), and 510 shares of Class C Common Stock, $.01
par value per share (the "Class C Common Stock") (collectively, the Class
A Common Stock, the Class B Common Stock and the Class C Common Stock are
referred to as the "Common Stock").

The designations, powers, preferences and relative, participating,
optional and other special rights with respect to the Preferred Stock,
the Class A Common Stock, the Class B Common Stock and the Class C Common
Stock, and the qualifications, restrictions and limitations thereof, are
as follows:

1. Voting Rights.

Except as provided herein, the holders of Preferred Stock shall have
no voting rights with regard to matters submitted to a vote of the
stockholders. The affirmative consent or vote of at least eighty percent
(80%) of the outstanding shares of Preferred Stock, voting as a class,
shall be required with respect to any action (a) which would alter the
powers, preferences and rights of the holders of

<PAGE> 28
shares of Preferred Stock as set forth herein materially and adversely or
(b) which would create any new class or series of any stock of the
Corporation having preference over or being on a parity with the Preferred
Stock or (c) which would increase the authorized number of shares of
Preferred Stock. The holders of the Class A Common Stock and Class B-2
Common Stock shall each have one vote per share of Class A Common Stock or
Class B-2 Common Stock held by them on all matters to be voted on by the
Corporation's stockholders. Except as may be required by law, the holders
of the Class B-1 Common Stock and Class C Common Stock shall have no right
to vote on any matter.

2. Dividends.

The holders of the Preferred Stock will be entitled to dividends as
follows:

Dividends shall be paid on the Class A Common Stock, the Class B
Common Stock and the Class C Common Stock at such times as may be declared
by the board of directors.

3. Rights Upon Liquidation.

Upon any liquidation (partial or complete), dissolution or winding up
of the Corporation (a "Liquidating Event"), the Corporation shall
distribute the assets of the Corporation (the "Available Assets") legally
available for distribution to its stockholders after making adequate
provision for (i) all contingent and other liabilities of the Corporation,
including, without limitation, any and all indebtedness, fees, penalties,
profits interests or other amounts or payments due from the Corporation to
any creditor of the Corporation, (ii) the Preferred Stock Liquidation
Preference (as defined below) in accordance with the following paragraph
and (iii) the fair market value of any warrants or options to acquire any
equity securities of the Corporation issued by the Corporation to any
creditor of the Corporation, in accordance with the provisions of this
Section 3.

2
<PAGE> 29
Liquidation Preference"), plus any accrued and unpaid dividends. Written
notice of any such liquidation, dissolution or winding up, stating a
payment date, the place where such payment shall be made, the amount of
each liquidating payment and the amount of accrued dividends to be paid,
shall be given by first class mail, postage paid, not less than thirty
(30) days prior to the payment date stated therein, to each holder of
record of the Preferred Stock at such holder's address as shown on the
records of the Corporation. If upon the occurrence of such event, the
assets and funds to be thus distributed among the holders of the Preferred
Stock shall be insufficient to permit the payment to such holders of the
full amount due hereunder, then the holders of Preferred Stock shall share
ratably in any distribution of assets of the Corporation in proportion to
the respective amounts which would otherwise be payable with respect to
the shares of Preferred Stock held by them upon such distribution if the
full amount payable on or with respect to such shares were paid in full.

3A. Definitions. For the purposes of this Section 3, the following
terms shall have the following meanings:

"Class A Holders" means the holders of shares of Class A Common
Stock.

"Class B Holders" means the holders of shares of Class B Common
Stock.

"Class C Holders" means the holders of shares of Class C Common
Stock.

"Distribution Date" means each date upon which any dividend or a
complete or partial liquidating distribution is made to the
stockholders of the Corporation.

"IRR" means, as of any Distribution Date, the rate which if used
to discount the cash payments described in the next sentence to
present value would cause the net present value of such payments to
equal zero. In calculating IRR, (i) each cash payment received from
the Corporation by the holders of Junior Notes, Class B Common Stock
and Class C Common Stock (collectively, the "Investments") prior to
such Distribution Date shall be a positive item, and all such cash
payments shall be discounted from the date of actual receipt by such
holders, (ii) the amount of Available Assets to be distributed by the
Corporation to its stockholders on such Distribution Date shall be a
positive item, (iii) each cash disbursement made by the holders of
Junior Notes, Class B Common Stock and Class C Common Stock directly
to the Corporation or on behalf

3
<PAGE> 30
of the Corporation and attributable to the Investments prior to such
Distribution Date, including, without limitation, the original
purchase prices for the Investments received by the Corporation, shall
be a negative item, and each such cash disbursement shall be
discounted from the date of actual receipt by the Corporation, and
(iv) fees and payments in reimbursement of expenses of holders of
Junior Notes, Class B Common Stock or Class C Common Stock and their
affiliates pursuant to the Purchase Agreement shall be disregarded in
calculating the IRR.

"Junior Note" means the 11.45% Junior Subordinated Promissory
Note of the Company in the aggregate principal amount of $2,000,000
issued to Texas Growth Fund. "Junior Notes" means the Junior Note and
any promissory notes issued in replacement thereof or in payment of
accrued interest thereon.

"Proportionate Share" means (a) with respect to any Class A
Holder, the quotient, expressed as a percentage, obtained by dividing
(i) the number of shares of Class A Common Stock held by such Class A
Holder on the date of the determination of its Proportionate Share by
(ii) the number of shares of Class A Common Stock hold by all Class A
Holders as of such date, (b) with respect to any Class B Holder, the
quotient, expressed as a percentage, obtained by dividing (i) the
number of shares of Class B Common Stock held by such Class B Holder
on the date of the determination of its Proportionate Share by (ii)
the number of shares of Class B Common Stock held by all Class B
Holders as of such date, (c) with respect to any Class C Holder, the
quotient, expressed as a percentage, obtained by dividing (i) the
number of shares of Class C Common Stock held by such Class C Holder
on the date of the determination of its Proportionate Share by (ii)
the number of shares of Class C Common Stock held by all Class C
Holders as of such date, and (d) with respect to any Class B Holder or
Class C Holder in connection with any distribution to the Class B
Holders and the Class C Holders as a group, the quotient, expressed as
a percentage, obtained by dividing the number of shares of Class B
Common Stock or Class C Common Stock, as the case may be, held by such
Class B Holder or Class C Holder on the date of determination of its
Proportionate Share by (ii) the aggregate number of shares of Class B
Common Stock and Class C Common Stock held by all Class B Holders and
Class C Holders as of such date.

3B. Distributions. The amount of the Available Assets distributed to
the Class A Holders, the Class B Holders and the Class C Holders on any
Distribution Date of the Corporation shall be determined as follows:

<PAGE> 31
(b) Second, all such Available Assets remaining after the
distributions pursuant to subparagraph (a) above shall be distributed
to the Class A Holders, Class B Holders and Class C Holders as
follows:

(i) If IRR as of such Distribution Date is less than 16%,
then all of such remaining Available Assets shall be distributed
to the Class B Holders pari passu in accordance with their
Proportionate Shares;

(ii) If IRR as of such Distribution Date is equal to or
greater than 16% but less than 21%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 97.5% of all Available Assets distributed on and prior to
such Distribution Date to be distributed to the Class B Holders
and the Class C Holders, as a group, pari passu in accordance
with their Proportionate Shares, and (y) 2.5% of all Available
Assets distributed on and prior to such Distribution Date to be
distributed to the Class A Holders;

(iii) If IRR as of such Distribution Date is equal to or
greater than 21% but less than 26%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 92.5% of all Available Assets distributed on and prior to
such Distribution Date to be distributed to the Class B Holders
and the Class C Holders, as a group, pari passu in accordance
with their Proportionate Shares, and (y) 7.5% of all Available
Assets distributed on and prior to such Distribution Date to be
distributed to the Class A Holders;

(iv) If IRR as of such Distribution Date is equal to or
greater than 26% but less than 31%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 90% of all Available Assets distributed on and prior to
such Distribution Date to be distributed to the Class B Holders
and the Class C Holders, as a group, pari passu in accordance
with their Proportionate Shares, and (y) 10% of all Available
Assets distributed on and prior to such Distribution Date to be
distributed to the Class A Holders;

5
<PAGE> 32
to such Distribution Date to be distributed to the Class B
Holders and the Class C Holders, as a group, pari passu in
accordance with their Proportionate Shares, and (y) 12.5% of all
Available Assets distributed on and prior to such Distribution
Date to be distributed to the Class A Holders;

(vi) If IRR as of such Distribution Date is equal to or
greater than 36% but less than 41%, then such remaining Available
Assets shall be distributed to the Class A Holders, the Class B
Holders and the Class C Holders in the amounts necessary to cause
(x) 85% of all Available Assets distributed on and prior to such
Distribution Date to be distributed to the Class B Holders and
the Class C Holders, as a group, pari passu in accordance with
their Proportionate Shares, and (y) 15% of all Available Assets
distributed on and prior to such Distribution Date to be
distributed to the Class A Holders; and

(vii) If IRR as of such Distribution Date is equal to or
greater than 41%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the
Class C Holders in the amounts necessary to cause (x) 80% of all
Available Assets distributed on and prior to such Distribution
Date to be distributed to the Class B Holders and the Class C
Holders, as a group, pari passu in accordance with their
Proportionate Shares, and (y) 20% of all Available Assets
distributed on and prior to such Distribution Date to be
distributed to the Class A Holders.

3C. Stockholders Agreement. The original holder of the Preferred
Stock has entered into an Amended and Restated Stockholders Agreement
between such holder, Alexander Green and the Corporation. Section 2.6
of the Amended and Restated Stockholders Agreement modifies the
provisions of this Certificate of Incorporation relating to allocation
of Available Assets.

4. Conversion.

4A. Conversion of Class B-2 Common Stock. Each record holder of
Class B-2 Common Stock is entitled at any time after July 26, 1995,
and from time to time thereafter, to convert any or all of the shares
of such holder's Class B-2 Common Stock into the same number of shares
of Class B-1 Common Stock.

4B. Conversion of Class B-1 Common Stock. Each record holder of
Class B-1 Common Stock is entitled at any time after July 26, 1995,
and from time to time thereafter, to convert any or all of the shares
of such holder's Class B-1 Common Stock into the same number of shares
of Class B-2 Common Stock; provided, that no holder of Class B-1
Common Stock is entitled to convert any share or shares of Class B-1
Common Stock to the extent that such conversion

6
<PAGE> 33
would be inconsistent with any law or any regulation, rule or other
requirement of any governmental authority applicable at the time of
such conversion relating to the direct or indirect ownership, control
or power to vote securities of the kind issued by the Corporation.

4C. Conversion Procedure.

(i) Each conversion of shares of Class B-1 Common Stock
into Class B-2 Common Stock or of Class B-2 Common Stock into
Class B-1 Common Stock pursuant to the foregoing paragraphs 4A
and 4B will be effected by the surrender of the certificate or
certificates representing the shares to be converted at the
principal office of the Corporation during normal business hours,
together with a written notice by the holder of such stock being
converted stating (A) that such holder desires to convert the
shares, or a stated number of the shares, of the stock
represented by such certificate or certificates into the class of
common stock of the Corporation specified in such notice, and (B)
in the case of a conversion of Class B-1 Common Stock into Class
B-2 Common Stock, that upon such conversion such holder and its
affiliates will not directly or indirectly own, control or have
the power to vote a greater quantity of securities of any kind
issued by the Corporation than such holder and its affiliates are
permitted to own, control or have the power to vote under any
applicable law or any regulation, rule or other governmental
requirement (and such statement will obligate the Corporation to
issue such Class B-2 Common Stock). Such conversion will be
deemed to have been effectuated as of the close of business on
the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time
the rights of the holder of the converted stock as such holder
will cease and the person or persons in whose name or names the
certificate or certificates for shares of Class B-1 Common Stock
or Class B-2 Common Stock, as the case may be, into which such
stock was converted was or were registered will be deemed to have
become the holder or holders of record of such shares.

(ii) Promptly after such surrender and the receipt of
such written notice, the Corporation will issue and deliver in
accordance with the surrendering holder's instructions (A) the
certificate or certificates for the Class B-1 Common Stock or
Class B-2 Common Stock, as the case may be, issuable upon such
conversion, and (B) a certificate representing any Class B-1
Common Stock or Class B-2 Common Stock, as the case may be,
which was represented by the certificate or certificates
delivered to the Corporation in connection with such conversion
but which was not converted.

(iii) The Corporation shall not in any manner subdivide
(by stock split, stock dividend or otherwise) or combine (by
reverse stock split or otherwise) any share of any class of
common stock of the Corporation.

7
<PAGE> 34

(iv) The issuance of certificates for shares of Class
B-1 Common Stock or Class B-2 Common Stock, as the case may be,
upon conversion of any Class B-2 Common Stock or Class B-1 Common
Stock, respectively, will be made without charge to the holders
of such shares for any issuance tax in respect thereof or other
cost incurred by the Corporation in connection with such
conversion and the related issuance of shares of such Class B-2
Common Stock or Class B-1 Common Stock, as the case may be.

(v) The Corporation will not close its books against the
transfer of any class of Class B-1 Common Stock or Class B-2
Common Stock issued or issuable upon conversion of Class B-2
Common Stock or Class B-1 Common Stock, respectively, in any
manner which would interfere with the timely conversion of any
Class B-1 Common Stock or Class B-2 Common Stock, as the case may
be.

5. Redemption of Preferred Stock.

The Corporation shall redeem the outstanding shares of Preferred
Stock as follows:

5A. Redemption at the Option of the Corporation.

The Corporation shall have the right to redeem the outstanding
shares of Preferred Stock, at any time, in whole or in part, at a
redemption price per share equal to $1,000.00 (the "Redemption
Price") plus any accrued and unpaid dividends.

5B. Redemption at the Option of the Holder.

The Preferred Stock shall be subject to mandatory redemption, in
whole or in part, at a redemption price per share equal to the
Redemption Price, plus any accrued and unpaid dividends, at the
election of the holder thereof, at any time after the earliest to
occur of the following events:

(i) January 26, 2003;

(ii) The effective date of a Change of Control (as defined
below);

(iii) The effective date of (A) the sale, lease or exchange
of all or substantially all of the assets of the Corporation or
(B) any merger or consolidation to which the Corporation or any
subsidiary is a party or other than the merger of a wholly-owned
subsidiary into the Corporation;

(iv) The diversion of proceeds from the uses set forth in
that certain Purchase Agreement, dated as of July 26, 1994, by
and between

8
<PAGE> 35
the Corporation and Ponca/Universal Holdings, Inc. without the
prior written consent of Ponca/Universal Holdings, Inc.;

(v) The occurrence of an event of default under the Credit
Agreement (as defined below) or any credit facility replacing in
whole or in part the Credit Agreement that remains uncured and
unwaived for a period of forty-five (45) days immediately
following such event of default; or

(vi) Acceleration of the maturity of indebtedness under the
Credit Agreement or any credit facility replacing in whole or in
part the Credit Agreement.

For purposes of this Section 5B, the term "Change of Control"
shall mean an event as a result of which Alexander Green and
Ponca/Universal Holdings, Inc. cease to own a majority of the issued
and outstanding shares of voting Common Stock and stock that is
immediately convertible without restriction into or exchangeable for
voting Common Stock of the Corporation; and the term "Credit
Agreement" shall mean that certain Amended and Restated Loan
Agreement among the Corporation, certain of its subsidiaries, the
several lenders from time to time parties thereto and Fleet National
Bank, as agent for such lenders.

5C. Procedure for Redemption.

(a) The Corporation shall redeem the Preferred Stock
ratably among the holders of the Preferred Stock as shown on the
records of the Corporation as of the date of notices as
hereinafter provided for in paragraph (b) hereof based on their
respective percentage ownership of outstanding shares of
Preferred Stock, and shall pay all dividends outstanding on the
Preferred Stock to be redeemed at each payment date.

(b) The Corporation shall give the holders of the
Preferred Stock not less than thirty (30) nor more than
forty-five (45) days' prior written notice of the Redemption
Date and the amount of each Redemption Payment and shall set
forth the amount of accrued dividends to be paid.

(c) All Preferred Stock redeemed, purchased or otherwise
acquired by the Corporation shall be retired and cancelled and
shall not be reissuable.

9
<PAGE> 36
stockholder shall effect the validity of the proceedings for
redemption except as to the holder whose notice is not mailed or
delivered. If notice is given as herein provided and if on or
before the Redemption Date the Corporation shall set aside or
deposit with an agent for redemption specified in the Redemption
Notice an amount sufficient to pay the aggregate redemption
price of all shares to be redeemed, the shares called for
redemption shall, after the Redemption Date, be deemed no longer
outstanding and the holder thereof shall cease to be a
stockholder with respect to such shares and shall have no right
to dividends or other stockholder rights thereafter.

6. Affiliate Subordination Agreement.

The original holder of the Preferred Stock has entered into
an Affiliate Subordination Agreement among such holder, the
other creditors named therein, the Corporation, the other
debtors named therein and Fleet National Bank, as agent for the
lenders referred to therein, in accordance with the terms of
that certain Amended and Restated Loan Agreement among the
Corporation, certain of its subsidiaries, the several lenders
from time to time parties thereto and Fleet National Bank, as
agent for such lenders. The Affiliate Subordination Agreement
contains restrictions on such holder's rights and remedies,
including the rights and remedies set forth in this Article 4.

3. The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on August 31, 1994.

WT ACQUISITION CORPORATION

By /s/ J. MERRITT BELISLE
----------------------------------
J. Merritt Belisle
President

Attest:

/s/ CARY FERCHILL
- ---------------------------------
Cary Ferchill
Assistant Secretary

10
<PAGE> 37

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-EIGHTH DAY OF NOVEMBER, A.D. 1994, AT 10 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100 AUTHENTICATION: 9208995

981283358 DATE: 07-21-98
<PAGE> 38

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
WT ACQUISITION CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
WT Acquisition Corporation.

2. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Sections 4A and 4B of Article 4 and by substituting in lieu thereof
new Sections 4A and 4B as set forth below.

The new Sections 4A and 4B of Article 4 are as follows:

4A. Conversion of Class B-2 Common Stock. Each record holder of
Class B-2 Common Stock is entitled at any time after October 31, 1995, and
from time to time thereafter, to convert any or all of the shares of such
holder's Class B-2 Common Stock into the same number of shares of Class
B-1 Common Stock.

4B. Conversion of Class B-1 Common Stock. Each record holder of
Class B-1 Common Stock is entitled at any time after October 31, 1995, and
from time to time thereafter, to convert any or all of the shares of such
holder's Class B-1 Common Stock into the same number of shares of Class
B-2 Common Stock; provided, that no holder of Class B-1 Common Stock to
the extent that such conversion would be inconsistent with any law or any
regulation, rule or other requirement of any governmental authority
applicable at the time of such conversion relating to the direct or
indirect ownership, control or power to vote securities of the kind issued
by the Corporation.

<PAGE> 39
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

Signed and attested to on October 31, 1994.

WT ACQUISITION CORPORATION

By: /s/ STEPHEN S. SMITH
------------------------
Stephen S. Smith
Vice President

Attest:

/s/ CARY FERCHILL
- ------------------------
Cary Ferchill
Assistant Secretary

2
<PAGE> 40

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE ON THE
FOURTH DAY OF MAY, A.D. 1995, AT 2:30 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100 AUTHENTICATION: 9208996

981283358 DATE: 07-21-98
<PAGE> 41

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

WT ACQUISITION CORPORATION
(Incorporated on September 11, 1992)

THE UNDERSIGNED, does hereby certify that the following is the Amended and
Restated Certificate of Incorporation of WT Acquisition Corporation:

1. Name. The name of the corporation is WT Acquisition Corporation (the
"Corporation").

2. Duration. The Corporation is to have perpetual existence.

4. Capitalization The total number of shares of stock which the
Corporation shall have authority to issue is 204,526. Such shares shall be
divided into 32,000 shares of Class A 11% PIK Redeemable Preferred Stock (Series
A), $1,000.00 par value per share (the "Preferred Stock (Series A)"), and 3,000
shares of Class A 11% PIK Redeemable Preferred Stock (Series B), $1,000.00 par
value per share (the "Preferred Stock (Series B)") (collectively, the Preferred
Stock (Series A) and the Preferred Stock (Series B) are referred to as the
"Preferred Stock"), 1,000 shares of Class A Common Stock, $.01 par value per
share (the "Class A Common Stock"), 84,008 shares of Class B-1 Common Stock,
$.01 par value per share (the "Class B-1 Common Stock"), 84,008 shares of Class
B-2 Common Stock, $.01 par value per share (the "Class B-2 Common Stock," and
together with the Class B-1 Common Stock, the "Class B Common Stock"), and 510
shares of Class C Common Stock, $.01 par value per share (the "Class C Common
Stock") (collectively, the Class A Common Stock, the Class B Common Stock and
the Class C Common Stock are referred to as the "Common Stock").

The designations, powers, preferences and relative, participating, optional
and other special rights with respect to the Preferred Stock, the Class A Common
Stock, the Class B Common Stock and the Class C Common Stock, and the
qualifications, restrictions and limitations thereof, are as follows:

A. Voting Rights.

Except as provided herein, the holders of Preferred Stock shall have
no voting rights with regard to matters submitted to a vote of the
stockholders. The affirmative consent or vote of at least eighty percent
(80%) of the outstanding shares of Preferred Stock, voting as a class,
shall be required with respect to any action (a) which would alter the
powers, preferences and rights of the holders of

<PAGE> 42
shares of Preferred Stock as set forth herein materially and adversely or (b)
which would create any new class or series of any stock of the Corporation
having preference over or being on a parity with the Preferred Stock or (c)
which would increase the authorized number of shares of Preferred Stock. The
holders of the Class A Common Stock and Class B-2 Common Stock shall each have
one vote per share of Class A Common Stock or Class B-2 Common Stock held by
them on all matters to be voted on by the Corporation's stockholders. Except as
may be required by law, the holders of the Class B-1 Common Stock and Class C
Common Stock shall have no right to vote on any matter.

B. Dividends.

The holders of the Preferred Stock will be entitled to dividends as
follows:

Dividends shall be paid on the Class A Common Stock, the Class B Common
Stock and Class C Common Stock at such times as may be declared by the board of
directors.

C. Rights Upon Liquidation.

Upon any liquidation (partial or complete), dissolution or winding up of
the Corporation (a "Liquidating Event"), the Corporation shall distribute the
assets of the Corporation (the "Available Assets") legally available for
distribution to its stockholders after making adequate provision for (i) all
contingent and other liabilities of the Corporation, including, without
limitation, any and all indebtedness, fees, penalties, profits interests or
other amounts or payments due from the Corporation to any creditor of the
Corporation, (ii) the Preferred Stock Liquidation Preference (as defined below)
in accordance with the following paragraph and (iii) the fair market value of
any warrants or options to acquire any equity securities of the Corporation
issued by the Corporation to any creditor of the Corporation, in accordance
with the provisions of this Section C.

2
<PAGE> 43
In the event of a Liquidating Event, the holders of Preferred Stock shall
be entitled to receive, prior and in preference to any distribution of any of
the assets of the Corporation to the holders of the Common Stock, by reason of
their ownership thereof, an amount equal to $1,000.00 per share (the "Preferred
Stock Liquidation Preference"), plus any accrued and unpaid dividends. Written
notice of any such liquidation, dissolution or winding up, stating a payment
date, the place where such payment shall be made, the amount of each
liquidating payment and the amount of accrued dividends to be paid, shall be
given by first class mail, postage paid, not less than thirty (30) days prior
to the payment date stated therein, to each holder of record of the Preferred
Stock at such holder's address as shown on the records of the Corporation. If
upon the occurrence of such event, the assets and funds to be thus distributed
among the holders of the Preferred Stock shall be insufficient to permit the
payment to such holders of the full amount due hereunder, then the holders of
Preferred Stock shall share ratably in any distribution of assets of the
Corporation in proportion to the respective amounts which would otherwise be
payable with respect to the shares of Preferred Stock held by them upon such
distribution if the full amount payable on or with respect to such shares were
paid in full.

To the extent Available Assets exist after the payment of or provision for
the liabilities set forth above, such Available Assets shall be distributed in
accordance with the remainder of this Section C.

C(1). Definitions. For the purposes of this Section C, the following terms
shall have the following meanings:

"Class A Holders" means the holders of shares of Class A Common Stock.

"Class B Holders" means the holders of shares of Class B Common Stock.

"Class C Holders" means the holders of shares of Class C Common Stock.

"Distribution Date" means each date upon which any dividend or a
complete or partial liquidating distribution is made to the stockholders of
the Corporation.

<PAGE> 44
discounted from the date of actual receipt by such holders, (ii) the amount
of Available Assets to be distributed by the Corporation to its
stockholders on such Distribution Date shall be a positive item, (iii) each
cash disbursement made by the holders of Junior Notes, Class B Common Stock
and Class C Common Stock directly to the Corporation or on behalf of the
Corporation and attributable to the Investments prior to such Distribution
Date, including, without limitation, the original purchase prices for the
Investments received by the Corporation, shall be a negative item, and each
such cash disbursement shall be discounted from the date of actual receipt
by the Corporation, and (iv) fees and payments in reimbursement of expenses
of holders of Junior Notes, Class B Common Stock or Class C Common Stock
and their affiliates pursuant to the Purchase Agreement shall be
disregarded in calculating the IRR.

"Junior Note" means the 11.45% Junior Subordinated Promissory Note of
the Company in the aggregate principal amount of $2,000,000 held by Classic
Cable, Inc. (as successor to Classic Communications, Inc., formerly known
as Ponca/Universal Holdings, Inc.). "Junior Notes" means the Junior Note
and any promissory notes issued in replacement thereof or in payment of
accrued interest thereon.

"Proportionate Share" means (a) with respect to any Class A Holder,
the quotient, expressed as a percentage, obtained by dividing (i) the
number of shares of Class A Common Stock held by such Class A Holder on the
date of the determination of its Proportionate Share by (ii) the number of
shares of Class A Common Stock held by all Class A Holders as of such date,
(b) with respect to any Class B Holder, the quotient, expressed as a
percentage, obtained by dividing (i) the number of shares of Class B Common
Stock held by such Class B Holder on the date of the determination of its
Proportionate Share by (ii) the number of shares of Class B Common Stock
held by all Class B Holders as of such date, (c) with respect to any Class
C Holder, the quotient, expressed as a percentage, obtained by dividing (i)
the number of shares of Class C Common Stock held by such Class C Holder on
the date of the determination of its Proportionate Share by (ii) the number
of shares of Class C Common Stock held by all Class C Holders as of such
date, and (d) with respect to any Class B Holder or Class C Holder in
connection with any distribution to the Class B Holders and the Class C
Holders as a group, the quotient, expressed as a percentage, obtained by
dividing the number of shares of Class B Common Stock or Class C Common
Stock, as the case may be, held by such Class B Holder or Class C Holder on
the date of determination of its Proportionate Share by (ii) the aggregate
number of shares of Class B Common Stock and Class C Common Stock held by
all Class B Holders and Class C Holders as of such date.

4
<PAGE> 45
C(2). Distributions. The amount of the Available Assets distributed to
the Class A Holders, the Class B Holders and the Class C Holders on any
Distribution Date of the Corporation shall be determined as follows:

(a) First, all such Available Assets shall be distributed to the
Class B Holders and Class C Holders, as a group, pari passu in accordance
with their Proportionate Shares until they shall have received an
aggregate of $14,681,000; and

(b) Second, all such Available Assets remaining after the
distributions pursuant to subparagraph (a) above shall be distributed to
the Class A Holders, Class B Holders and Class C Holders as follows:

(i) If IRR as of such Distribution Date is less than 16%, then
all of such remaining Available Assets shall be distributed to the
Class B Holders pari passu in accordance with their Proportionate
Shares;

(ii) If IRR as of such Distribution Date is equal to or greater
than 16% but less than 21%, then such remaining Available Assets
shall be distributed to the Class A Holders, the Class B Holders and
the Class C Holders in the amounts necessary to cause (x) 97.5% of
all Available Assets distributed on and prior to such Distribution
Date to be distributed to the Class B Holders and the Class C
Holders, as a group, pari passu in accordance with their
Proportionate Shares, and (y) 2.5% of all Available Assets
distributed on and prior to such Distribution Date to be distributed
to the Class A Holders;

(iii) If IRR as of such Distribution Date is equal to or greater
than 21% but less than 26%, then such remaining Available Assets
shall be distributed to the Class A Holders, the Class B Holders and
the Class C Holders in the amounts necessary to cause (x) 92.5% of
all Available Assets distributed on and prior to such Distribution
Date to be distributed to the Class B Holders and the Class C
Holders, as a group, pari passu in accordance with their
Proportionate Shares, and (y) 7.5% of all Available Assets
distributed on and prior to such Distribution Date to be distributed
to the Class A Holders;

<PAGE> 46
Class C Holders, as a group, pari passu in accordance with their
Proportionate Shares, and (y) 10% of all Available Assets distributed
on and prior to such Distribution Date to be distributed to the Class
A Holders;

(v) If IRR as of such Distribution Date is equal to or greater
than 31% but less than 36%, then such remaining Available Assets shall
be distributed to the Class A Holders, the Class B Holders and the
Class C Holders in the amounts necessary to cause (x) 87.5% of all
Available Assets distributed on and prior to such Distribution Date to
be distributed to the Class B Holders and the Class C Holders, as a
group, pari passu in accordance with their Proportionate Shares, and
(y) 12.5% of all Available Assets distributed on and prior to such
Distribution Date to be distributed to the Class A Holders;

(vi) If IRR as of such Distribution Date is equal to or greater
than 36% but less than 41%, then such remaining Available Assets shall
be distributed to the Class A Holders, the Class B Holders and the
Class C Holders in the amounts necessary to cause (x) 85% of all
Available Assets distributed on and prior to such Distribution Date to
be distributed to the Class B Holders and the Class C Holders, as a
group, pari passu in accordance with their Proportionate Shares, and
(y) 15% of all Available Assets distributed on and prior to such
Distribution Date to be distributed to the Class A Holders; and

(vii) If IRR as of such Distribution Date is equal to or
greater than 41%, then such remaining Available Assets shall be
distributed to the Class A Holders, the Class B Holders and the Class
C Holders in the amounts necessary to cause (x) 80% of all Available
Assets distributed on and prior to such Distribution Date to be
distributed to the Class B Holders and the Class C Holders, as a
group, pari passu in accordance with their Proportionate Shares, and
(y) 20% of all Available Assets distributed on and prior to such
Distribution Date to be distributed to the Class A Holders.

C(3). Stockholders Agreement. The original holder of the Preferred
Stock has entered into an Amended and Restated Stockholders Agreement between
such holder, Alexander Green and the Corporation. Section 2.6 of the Amended
and Restated Stockholders Agreement modifies the provisions of this Certificate
of Incorporation relating to allocation of Available Assets.

D. Conversion.

6
<PAGE> 47
D(1). Conversion of Class B-2 Common Stock. Each record holder of
Class B-2 Common Stock is entitled at any time after October 31, 1995, and from
time to time thereafter, to convert any or all of the shares of such holder's
Class B-2 Common Stock into the same number of shares of Class B-1 Common Stock.

D(2). Conversion of Class B-1 Common Stock. Each record holder of Class
B-1 Common Stock is entitled at any time after October 31, 1995, and from time
to time thereafter, to convert any or all of the shares of such holder's Class
B-1 Common Stock into the same number of shares of Class B-2 Common Stock;
provided, that no holder of Class B-1 Common Stock is entitled to convert any
share or shares of Class B-1 Common Stock to the extent that such conversion
would be inconsistent with any law or any regulation, rule or other requirement
of any governmental authority applicable at the time of such conversion relating
to the direct or indirect ownership, control or power to vote securities of the
kind issued by the Corporation.

D(3). Conversion Procedure.

(i) Each Conversion of shares of Class B-1 Common Stock into Class
B-2 Common Stock or of Class B-2 Common Stock into Class B-1 Common Stock
pursuant to the foregoing paragraphs D(1) and D(2) will be effected by the
surrender of the certificate or certificates representing the shares to be
converted at the principal office of the Corporation during normal business
hours, together with a written notice by the holder of such stock being
converted stating (A) that such holder desires to convert the shares, or a
stated number of the shares, of the stock represented by such certificate
or certificates into the class of common stock of the Corporation specified
in such notice, and (B) in the case of a conversion of Class B-1 Common
Stock into Class B-2 Common Stock, that upon such conversion such holder
and its affiliates will not directly or indirectly own, control or have the
power to vote a greater quantity of securities of any kind issued by the
Corporation than such holder and its affiliates are permitted to own,
control or have the power to vote under any applicable law or any
regulation, rule or other governmental requirement (and such statement will
obligate the Corporation to issue such Class B-2 Common Stock). Such
conversion will be deemed to have been effectuated as of the close of
business on the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time the rights
of the holder of the converted stock as such holder will cease and the
person or persons in whose name or names the certificate or certificates
for shares of Class B-1 Common Stock or Class B-2 Common Stock, as the case
may be, into which such stock was converted was or were registered will be
deemed to have become the holder or holders of record of such shares.

7
<PAGE> 48
(ii) Promptly after such surrender and the receipt of such written
notice, the Corporation will issue and deliver in accordance with the
surrendering holder's instructions (A) the certificate or certificates for
the Class B-1 Common Stock or Class B-2 Common Stock, as the case may be,
issuable upon such conversion, and (B) a certificate representing any Class
B-1 Common Stock or Class B-2 Common Stock, as the case may be, which was
represented by the certificate or certificates delivered to the Corporation
in connection with such conversion but which was not converted.

(iii) The Corporation shall not in any manner subdivide (by stock
split, stock dividend or otherwise) or combine (by reverse stock split or
otherwise) any share of any class of common stock of the Corporation.

(iv) The issuance of certificates for shares of Class B-1 Common Stock
or Class B-2 Common Stock, as the case may be, upon conversion of any Class
B-2 Common Stock or Class B-1 Common Stock, respectively, will be made
without charge to the holders of such shares for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection
with such conversion and the related issuance of shares of such Class B-2
Common Stock or Class B-1 Common Stock, as the case may be.

(v) The Corporation will not close its books against the transfer of
any class of Class B-1 Common Stock or Class B-2 Common Stock issued or
issuable upon conversion of Class B-2 Common Stock or Class B-1 Common
Stock, respectively, in any manner which would interfere with the timely
conversion of any Class B-1 Common Stock or Class B-2 Common Stock, as the
case may be.

E. Redemption of Preferred Stock.

The Corporation shall redeem the outstanding shares of Preferred Stock as
follows:

E(1). Redemption at the Option of the Corporation.

E(2). Redemption at the Option of the Holder.

The Preferred Stock shall be subject to mandatory redemption, in whole
or in part, at a redemption price per share equal to the Redemption

<PAGE> 49
Price, plus any accrued and unpaid dividends, at the election of the
holder thereof, at any time after the earliest to occur of the
following events:

(i) January 26, 2003;

(ii) The effective date of a Change of Control (as defined
below);

(iii) The effective date of (A) the sale, lease or exchange
of all or substantially all of the assets of the Corporation or
(B) any merger or consolidation to which the Corporation or any
subsidiary is a party other than the merger of a wholly-owned
subsidiary into the Corporation;

(iv) The diversion of proceeds from the uses set forth in
that certain Stock Purchase Agreement, dated as of May 5, 1995,
by and between the Corporation and Classic Cable, Inc. without
the prior written consent of Classic Cable, Inc.; or

(v) Acceleration of the maturity of indebtedness under the
Credit Agreement or any credit facility replacing in whole or in
part the Credit Agreement.

For purposes of this Section E(2), the term "Change of Control"
shall mean an event as a result of which Alexander Green and Classic
Cable, Inc. cease to own a majority of the issued and outstanding
shares of voting Common Stock and stock that is immediately
convertible without restriction into or exchangeable for voting Common
Stock of the Corporation; and the term "Credit Agreement" shall mean
that certain Credit Agreement among Classic Cable, Inc., the
Corporation, the several lenders from time to time parties thereto and
The Chase Manhattan Bank (National Association), as administrative
agent for such lenders.

E(3). Procedure for Redemption

(a) The Corporation shall redeem the Preferred Stock ratably
among the holders of the Preferred Stock as shown on the records of
the Corporation as of the date of notices as hereinafter provided for
in paragraph (b) hereof based on their respective percentage ownership
of outstanding shares of Preferred Stock, and shall pay all dividends
outstanding on the Preferred Stock to be redeemed at each payment
date.

9
<PAGE> 50
(c) All Preferred Stock redeemed, purchased or otherwise
acquired by the Corporation shall be retired and cancelled and shall
not be reissuable.

(d) Notice shall be deemed given when personally delivered or
deposited in the United States mail, postage prepaid, first class
mail, to each holder of Preferred Stock to be redeemed at the address
of such holder as the same shall appear on the share records of the
Corporation. No failure of any stockholder to receive any such Notice
of Redemption nor the failure of the Corporation to mail or deliver
the same to any stockholder shall effect the validity of the
proceedings for redemption except as to the holder whose notice is not
mailed or delivered. If notice is given as herein provided and if on
or before the Redemption Date the Corporation shall set aside or
deposit with an agent for redemption specified in the Redemption
Notice an amount sufficient to pay the aggregate redemption price of
all shares to be redeemed, the shares called for redemption shall,
after the Redemption Date, be deemed no longer outstanding and the
holder thereof shall cease to be a stockholder with respect to such
shares and shall have no right to dividends or other stockholder
rights thereafter.

5. Cumulative Voting Denied. Cumulative voting by the stockholders of
the corporation at any election of directors of the corporation is hereby
prohibited.

6. Registered Office, Agent. The registered office of the Corporation
is to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

(a) At all meetings of the Board of Directors of the Corporation, a
majority of the entire Board, which shall include at least a majority of
the directors (the "Majority Purchaser Directors") designated by the
Purchaser (as that term is defined in the Stock Purchase Agreement) (which,
if the Purchaser has designated one or two directors only, shall mean at
least one such director), shall be necessary to and shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, unless otherwise provided by any applicable provision of law or
by this Certificate of Incorporation. Anything to the contrary in this
Certificate of Incorporation not withstanding, the provisions of this
Subparagraph 7(b) shall not be amended, altered or repealed unless such
action is first approved by affirmative vote or consent of the Board of
Directors, which shall include the affirmative vote or consent of the
Majority Purchaser Directors and at least one director designated by the
holder of the Class A Common Stock.

10
<PAGE> 51
(b) Whenever a compromise or arrangement is proposed between this
Corporation and its creditors of any class of them and/or between this
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed for
this Corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions
of section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case
may be, agree to any reorganization of this Corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.

8. Director Liability. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

9. Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), liability, loss, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent permitted by either (i) any applicable law in
effect on the date of incorporation of the Corporation, or (ii) any law which
becomes effective during the existence of the Corporation and which is
applicable to it.

10. By-Laws. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the by-laws of the Corporation.

11. Election of Directors. Elections of directors need not be by written
ballot unless the by-laws of the Corporation shall so provide.

This amended and restated certificate of incorporation of WT Acquisition
Corporation has been duly adopted pursuant to Sections 242 & 245 of the General
Corporation Law of the State of Delaware.

11
<PAGE> 52

The undersigned declares and certifies that the facts herein stated are
true, and accordingly have hereunto set my hand this 3rd day of May, 1995.

WT ACQUISITION CORPORATION

By: /s/ STEPHEN S. SMITH
-----------------------
Stephen S. Smith
Vice-President

Attest:

/s/ BRYAN NOTEBOOM
- ------------------
Bryan Noteboom
Secretary

12
<PAGE> 53

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF AMENDMENT OF "WT ACQUISITION CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-SIXTH DAY OF SEPTEMBER, A.D. 1995, AT 10:30 O'CLOCK A.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

AUTHENTICATION: 9208997

DATE: 07-21-98

2309758 8100

981283358
<PAGE> 54
CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

WT ACQUISITION CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is
WT Acquisition Corporation.

2. The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by changing "January 26, 2003" in Article 4,
section E(2)(i), to "June 30, 2004."

3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

Signed and attested to on September 20, 1995.

WT Acquisition Corporation

By: /s/ J. MERRITT BELISLE
----------------------
J. Merritt Belisle
President

Attest:

/s/ BRYAN NOTEBOOM
- ------------------------
Bryan Noteboom
Secretary

<PAGE> 55

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

AUTHENTICATION: 9208998

DATE: 07-21-98

2309758 8100

981283358
<PAGE> 56
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

WT ACQUISITION CORPORATION

(Incorporated on September 11, 1992)

THE UNDERSIGNED does hereby certify that the following is the Amended and
Restated Certificate of Incorporation of WT ACQUISITION CORPORATION, which
amends and restates the certificate of incorporation in its entirety:

1. Name. The name of the corporation is WT ACQUISITION CORPORATION
(the "Corporation").

2. Duration. The Corporation is to have perpetual existence.

4. Capitalization. The total number of shares of stock which the
Corporation shall have authority to issue is 1,000. Such shares shall be
divided into 500 shares of Senior Stock, $0.01 par value per share (the "Senior
Stock"), and 500 shares of Junior Stock, $0.01 par value per share (the "Junior
Stock").

A. Voting Rights. In any election of directors, the holders of the
Senior Stock shall each have nineteen (19) votes per share of Senior Stock
held by them, and the holders of the Junior Stock shall each have one (1)
vote per share of Junior Stock held by them. The holders of the Senior
Stock and Junior Stock shall each have one vote per share of Senior Stock
or Junior Stock held by them on all other matters to be voted on by the
Corporation's stockholders.

B. Distributions.

(1) The following definitions shall apply in this subsection

4.B:

"Debt Service" means the cash flow necessary to pay
principal, interest and other amounts required to be paid in
respect of any indebtedness of or guaranteed by the Corporation,
or a parent company of the Corporation, determined without
taking into account other sources of revenue to service such
debt.
<PAGE> 57
"Allocated Debt Service" means forty-five percent (45%) of
Debt Service as the same may be from time to time.

(2) The holders of the Senior Stock shall be entitled, at all
times in preference to the holders of Junior Stock, to receive
distributions equal to the amount of Allocated Debt Service. In
addition, the holders of the Senior Stock shall be entitled to receive
ninety-five percent (95%) of any distributions made in excess of
Allocated Debt Service.

(3) The holders of the Junior Stock shall receive five percent
(5%) of any distributions made in excess of Allocated Debt Service.

(4) Except as provided in (2) above, with respect to
distributions of Allocated Debt Service, which shall be made when
necessary as required pursuant to the relevant borrowing agreement,
all distributions made under this paragraph B shall be made when and
if determined by the Board of Directors of the Corporation and shall
be made pro-rata to the holders of the Senior Stock and Junior Stock,
respectively.

C. Rights Upon Liquidation. Upon any liquidation (partial or
complete), dissolution or winding up of the Corporation (a "Liquidating
Event"), the Corporation shall distribute the assets of the Corporation
(the "Available Assets") legally available for distribution to its
stockholders after making adequate provision for (i) all contingent and
other liabilities of the Corporation, including, without limitation, any
and all indebtedness, fees, penalties, profits interests or other amounts
or payments due from the Corporation to any creditor of the Corporation,
and (ii) the fair market value of any warrants or options to acquire any
equity securities of the Corporation issued by the Corporation to any
creditor of the Corporation. To the extent Available Assets exist after the
payment of or provision for the liabilities set forth above, such Available
Assets shall be distributed to the holders of the Senior Stock and Junior
Stock on the same basis as other distributions pursuant to paragraph B
above.

5. Change, Exchange, Reclassification and Cancellation of Previously
Existing Classes of Shares. When this Amended and Restated Certificate of
Incorporation becomes effective by virtue of its filing wit the Secretary of
State of the State of Delaware, the shares of previously existing Class A
Common Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class C Common
Stock, Class A 11% PIK Redeemable Preferred Stock (Series A), and Class A 11%
PIK Redeemable Preferred Stock (Series B), all of which are now held by a
single stockholder, shall be cancelled and shall be exchanged for 500 shares of
Senior Stock and 500 shares of Junior Stock.

6. Cumulative Voting Denied. Cumulative voting by the stockholders of
the corporation at any election of directors of the Corporation is hereby
prohibited.

2
<PAGE> 58
7. Registered Office, Agent. The Registered office of the Corporation
is to be located at 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The name of its registered agent at such address is The Corporation
Trust Company.

8. Arrangement with Creditors. The following provisions are included for
the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the
powers of the Corporation and of its directors and stockholders:

Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and
its stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation
under the provisions of section 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of section 279 of Title
8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value
of the creditors or class of creditors, and/or of the stockholders or class
of stockholders of this Corporation, as the case may be, agree to any
reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

10. Indemnification. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), liability, loss, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent permitted by either (i) any applicable law in
effect on the date of incorporation of the Corporation, or (ii) any law which
becomes effective during the existence of the Corporation and which is
applicable to it.

3
<PAGE> 59
11. Bylaws. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the bylaws of the Corporation.

12. Election of Directors. Elections of directors need not be by written
ballot unless the bylaws of the Corporation shall so provide.

* * *

<PAGE> 60
This Amended and Restated Certificate of Incorporation of WT Acquisition
Corporation has been duly adopted pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

WT ACQUISITION CORPORATION

By: /s/ J. MERRITT BELISLE
-----------------------
J. Merritt Belisle
Chief Executive Officer

5
<PAGE> 61

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF OWNERSHIP, WHICH MERGES:
"CALCO CONSTRUCTION COMPANY, INC.", A TEXAS CORPORATION,
"DE-CAL CABLE, INC.", A TEXAS CORPORATION,
"TRANSWESTERN VIDEO, INC.", A OKLAHOMA CORPORATION,
WITH AND INTO "WT ACQUISITION CORPORATION" UNDER THE NAME OF "WT
ACQUISITION CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY-SECOND DAY OF DECEMBER, A.D. 1997, AT 3 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2309758 8100M AUTHENTICATION: 9208999

981283358 DATE: 07-21-98
<PAGE> 62
Delaware

CERTIFICATE OF OWNERSHIP AND MERGER
OF
CALCO CONSTRUCTION COMPANY, INC.
DE-CAL CABLE, INC.
AND
TRANSWESTERN VIDEO, INC.
INTO
WT ACQUISITION CORPORATION

IT IS HEREBY CERTIFIED THAT:

1. This merger is pursuant to Section 253 of the Delaware General
Corporation Law.

2. The names and states of incorporation of each of the constituent
corporations of the merger are:

<TABLE>

Name State of Incorporation
---- ----------------------
<S> <C>

WT Acquisition Corporation Delaware
(surviving corporation)

Calco Construction Company, Inc. Texas
(terminating corporation)

De-Cal Cable, Inc. Texas
(terminating corporation)

Transwestern Video, Inc. Oklahoma
(terminating corporation)

</TABLE>

3. WT Acquisition Corporation is the owner of 100% of the outstanding
shares of stock of each of Calco Construction Company, Inc., De-Cal Cable,
Inc., and Transwestern Video, Inc.

<PAGE> 63
4. The following resolution in favor of the merger was adopted by
unanimous consent of the Board of Directors of WT Acquisition Corporation on
December 1, 1997:

RESOLVED, that the Corporation merge into itself its wholly-owned
subsidiaries, Calco Construction Company, Inc., De-Cal Cable, Inc., and
Transwestern Video, Inc., and assume as the surviving corporation all of
the obligations of such subsidiaries, pursuant to Section 253 of the
General Corporation Law of Delaware, Section 1083 of the Oklahoma General
Corporation Act, and Article 5.16 of the Texas Business Corporation Act.

5. The name of the surviving corporation is WT Acquisition Corporation.

6. The certificate of incorporation of the surviving corporation is the
Certificate of Incorporation of WT Acquisition Corporation as it now exists.

<PAGE> 64
IN WITNESS WHEREOF, the surviving corporation has caused this Certificate of
Ownership and Merger to be executed by its President and attested by its
Secretary, this 1st day of December, 1997.

WT ACQUISITION CORPORATION

By: /s/ STEVEN E. SEACH
------------------------
Steven E. Seach
President

ATTEST:

By: /s/ BRYAN NOTEBOOM
------------------------
Bryan Noteboom
Secretary

<PAGE> 1
EXHIBIT 3.18

BYLAWS

WT ACQUISITION CORPORATION

ARTICLE I.

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation
within the State of Delaware shall be located at the principal place of business
in said state of such corporation or individual acting as the Corporation's
registered agent in Delaware.

Section 1.2. Other Offices. The Corporation may also have offices and
places of business at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 2.1. Place of Meetings. All meetings of shareholders shall be held
at the principal office of the Corporation, or at such other place within or
without the State of Delaware as shall be stated in the notice of the meeting or
in a duly executed waiver or notice thereof.

Section 2.2. Annual Meetings. The annual meeting of stockholders shall be
held at such time on such day, other than a legal holiday, in the third month
next succeeding the month in which the fiscal year of the Corporation ends, as
the Board of Directors in each such year determines. At the annual meeting, the
stockholders entitled to vote for the election of directors shall elect, by a
plurality vote, a Board of Directors and transact such other business as may
properly come before the meeting.

Section 2.3. Special Meetings. Special meetings of shareholders, for any
purpose or purposes, may be called by the President or the Board of Directors
and shall be called promptly by the President at the written request of a
majority of the entire Board of Directors or the holders of record of at least
twenty-five per cent (25%) of the issued and outstanding shares of stock of the
Corporation entitled to vote. Any such request shall state the purpose or
purposes of the proposed meeting. At any special meeting of stockholders, only
such business may be transacted as is related to the purpose or purposes set
forth in the notice of such meeting.

Section 2.4. Notice of Meetings. Written notice of every meeting of
stockholders, stating the place, date and hour

<PAGE> 2
thereof and, in case of a special meeting of stockholders, the purpose or
purposes thereof and the person or persons by whom or at whose direction such
meeting has been called and such notice is being issued, shall be given not less
than ten (10) nor more than sixty days (60) before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. Nothing herein contained shall preclude the stockholders from
waiving notice as provided in Section 4.1 hereof.

Section 2.5. Quorum. The holders of a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote, represented in
person or by proxy, shall be necessary to and shall constitute a quorum for the
transaction of business at any meeting of stockholders. If, however, such quorum
shall not be present or represented at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might not have been transacted
at the meeting as originally noticed. Notwithstanding the foregoing, if after
any such adjournment the Board of Directors shall fix a new record date for the
adjourned meeting, or if the adjournment is for more than thirty (30) days, a
notice of such adjourned meeting shall be given as provided in Section 2.4 of
these Bylaws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6. Voting. At each meeting of the stockholders, each holder of
record of shares of stock entitled to vote shall be entitled to vote in person
or by proxy, and each such holder shall be entitled to one vote for every share
standing in his name or the books of the Corporation as of the record date fixed
by the Board of Directors or prescribed by law and, if a quorum is present, a
majority of the shares of such stock present or represented at any meeting of
stockholders shall be the vote of the stockholders with respect to any item of
business, unless otherwise provided by any applicable provision of law, by these
Bylaws or by the Certificate of Incorporation.

Section 2.7. Proxies. Every stockholder entitled to vote at a meeting or to
express consent or dissent without a meeting or a stockholder's duly authorized
attorney-in-fact may authorize another person or persons to act for him by
proxy. Each proxy shall be in writing executed by the stockholder giving the
proxy or by his duly authorized attorney. No proxy shall be valid after the
expiration of three (3) years from its date, unless a longer period is provided
for in the proxy. Unless and until voted, every proxy

2
<PAGE> 3

shall be revocable at the pleasure of the person who executed it, or his legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.

Section 2.8. Consents. Whenever a vote of stockholders at a meeting thereof
is required or permitted to be taken in connection with any corporate action by
any provision of statute or of the Certificate of Incorporation or these Bylaws,
the meeting, prior notice thereof and vote of stockholders may be dispensed with
if the holders of shares having not less than the minimum number of votes that
would have been necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted shall consent in
writing to the taking of such action. Where corporate action is taken in such
matter by less than unanimous written consent, prompt written notice of the
taking of such action shall be given to all stockholders who have not consented
in writing thereto.

Section 2.9. Stock Records. The Secretary or agent having charge of the
stock transfer books shall make, at least ten (10) days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order and showing
the address of and the number and class and series, if any, of shares held by
each. Such list, for a period of ten (10) days prior to such meeting, shall be
kept at the principal place of business of the Corporation or at the office of
the transfer agent or registrar of the Corporation and such other places as
required by statute and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder at any time during the meeting.

ARTICLE III.
DIRECTORS

Section 3.1. Number. The number of directors of the Corporation which shall
constitute the entire Board of Directors shall be fixed from time to time by a
vote of a majority of the entire Board and shall be not less than one (1) nor
more than seven (7). The first Board of Directors shall consist of one member.

Section 3.2. Qualifications, Election and Tenure. Directors shall be at
least eighteen (18) years of age but need not be residents of the State of
Delaware. Directors need not be stockholders of the Corporation. With the
exception of the first Board of Directors, which shall be elected by the
incorporator, and except as otherwise provided in these Bylaws, directors shall
be elected at the annual meeting of stockholders, and each director so elected
shall hold office until the next annual meeting of stockholders and until his
successor has been elected and has qualified.

<PAGE> 4

Section 3.3. Resignation and Removal. Any director may resign at any time
upon notice of resignation to the Corporation. Any director may be removed at
any time by vote of the stockholders then entitled to vote for the election of
directors at a special meeting called for that purpose, either with or without
cause.

Section 3.4. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason whatsoever shall be
filled by vote of the Board. If the number of directors then in office is less
than a quorum, such newly created directorships and vacancies may be filled by a
vote of a majority of the directors then in office. Any director elected to fill
a vacancy shall be elected until the next meeting of stockholders at which the
election of directors is in the regular course of business, and until his
successor has been elected and qualified.

Section 3.5. Powers and Duties. Subject to the applicable provisions of
law, these Bylaws or the Certificate of Incorporation, but in furtherance and
not in limitation of any rights therein conferred, the Board of Directors shall
have the control and management of the business and affairs of the Corporation
and shall exercise all such powers of the Corporation and do all such lawful
acts and things as may be exercised by the Corporation.

Section 3.6. Place of Meetings. All meetings of the Board of Directors may
be held either within or without the State of Delaware.

Section 3.7. Annual Meetings. An annual meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting to the newly elected directors shall
be necessary in order legally to constitute the meeting, provided a quorum shall
be present, or the newly elected directors may meet at such time and place as
shall be fixed by the written consent of all of such directors.

Section 3.8. Regular Meetings. Regular meetings of the Board of Directors
may be held upon such notice or without notice, and at such time and at such
place as shall from time to time be determined by the Board.

Section 3.9. Special Meetings. Special meetings of the Board of Directors
may be called by the President and shall be called promptly by the President or
the Secretary upon the written request of any director specifying the special
purpose thereof, on not less than two (2) days notice to each director. Such
request shall state the date, time and place of the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice
of such meeting.

<PAGE> 5

Section 3.10. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required) shall be
given by the President, and the Secretary or an Assistant Secretary and shall
state the place, date and time of the meeting. Notice of each such meeting shall
be given orally or shall be mailed to each director at his residence or usual
place of business. If notice of less than one week is given, it shall be oral,
whether by telephone or in person, or sent by special delivery mail or
telegraph. If mailed, the notice shall be given when deposited in the United
States mail, postage prepaid. Notice of any meeting need not be given to any
director who shall submit, either before or after the meeting, a signed waiver
of notice or who shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to him. Notice of any adjourned meeting,
including the place, date and time of the new meeting, shall be given to all
directors not present at the time of the adjournment, as well as to the other
directors unless the place, date and time of the new meeting is announced at the
adjourned meeting. Nothing herein contained shall preclude the directors from
waiving notice as provided in Section 4.1 hereof.

Section 3.11. Quorum and Voting. At all meetings of the Board of Directors
a majority of the entire Board shall be necessary to and shall constitute a
quorum for the transaction of business at any meeting of directors, unless
otherwise provided by any applicable provision of law, by these Bylaws, or by
the Certificate of Incorporation. The act of a majority of the directors present
at the time of the vote, if a quorum is present at such time, shall be the act
of the Board of Directors, unless otherwise provided by any applicable provision
of law, by these Bylaws or by the Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, until a quorum shall
be present.

Section 3.12. Compensation. The Board of Directors, by the affirmative vote
of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.

Section 3.13. Books and Records. The directors may keep the books of the
Corporation, except such as are required by law to be kept within the state,
outside of the State of Delaware, at such place or places as they may from time
to time determine.

Section 3.14. Action Without a Meeting. Any action required or permitted
to be taken by the Board, or by a committee of the Board, may be taken without a
meeting if all members of the Board or the committee, as the case may be,
consent in writing to the adoption of a resolution authorizing the action. Any
such resolution and the written consents thereto by the members of the

5
<PAGE> 6

Board or committee shall be filed with the minutes of the proceedings of the
Board or committee.

Section 3.15. Telephone Participation. Any one or more members of the
Board, or any committee of the board, may participate in a meeting of the Board
or committee by means of a conference telephone call or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.

Section 3.16. Committees of the Board. The Board, by resolution adopted by
a majority of the entire Board, may designate one or more committees, each
consisting of one or more directors. The Board may designate one or more
directors as alternate members of any such committee. Such alternate members may
replace any absent member or members at any meeting of such committee. Each
committee (including the members thereof) shall serve at the pleasure of the
Board and shall keep minutes of its meetings and report the same to the Board.
Except as otherwise provided by law, each such committee, to the extent provided
in the resolution establishing it, shall have and may exercise all the authority
of the Board with respect to all matters. However, no such committee shall have
power or authority to:

(a) amend the Certificate of Incorporation;

(b) adopt an agreement or merger of consolidation;

(c) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets;

(d) recommend to the stockholders a dissolution of the Corporation or
a revocation of a dissolution;

(e) amend these Bylaws; and unless expressly so provided by resolution
of the Board, no such committee shall have power or authority in reference
to:

(f) declare a dividend; or

(g) authorize the issuance of shares of the Corporation of any class.

ARTICLE IV.
WAIVER

6
<PAGE> 7
the conclusion of the meeting the lack of notice thereof to him, and any
director attending a meeting of the Board of Directors without protesting prior
to the meeting or at its commencement such lack of notice, shall be conclusively
deemed to have waived notice of such meeting.

ARTICLE V.
OFFICERS

Section 5.2. Other Officers. The Board of Directors may appoint such other
officers and agents, including one or more Vice Presidents, Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at any
time or from time to time deem necessary or advisable.

Section 5.3. Authorities and Duties. All officers, as between themselves
and the Corporation, shall have such authority and perform such duties in the
management of the business and affairs of the Corporation as may be provided in
these Bylaws, or, to the extent not so provided, as may be prescribed by the
Board of Directors.

Section 5.4. Tenure and Removal. The officers of the Corporation shall be
elected or appointed to hold office until their respective successors are
elected or appointed. All officers shall hold office at the pleasure of the
Board of Directors, and any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors for cause or
without cause at any regular or special meeting.

Section 5.5. Vacancies. Any vacancy occurring in any office of the
Corporation, whether because of death, resignation or removal, with or without
cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6. Compensation. The salaries and other compensation of all
officers and agents of the Corporation shall be fixed by or in the manner
prescribed by the Board of Directors.

Section 5.7. Chairman of the Board. The Chairman of the Board shall be the
chief administrative and executive officer of the Corporation. The Chairman of
the Board shall preside at all meetings of the stockholders and the directors
and shall see to it that all orders and resolutions of the Board of Directors
are carried into effect.

7
<PAGE> 8

Section 5.8. President. The President shall have general and active
management of the business and affairs of the Corporation and be responsible for
its day-to-day operations, subject to the control of the Board of Directors.

Section 5.9. Vice Presidents. Each Vice President, if any, shall have such
powers and shall perform such duties as may from time to time be assigned to him
by the Board of Directors.

Section 5.10. Secretary. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors and shall record all
proceedings taken at such meetings in a book to be kept for that purpose; he
shall see that all notices of meetings of stockholders and meetings of the Board
of Directors are duly given in accordance with the provisions of these Bylaws or
as required by law; he shall be the custodian of the records and of the
corporate seal or seals of the Corporation; he, or an Assistant Secretary, shall
have authority to affix the corporate seal or seals to all documents, the
execution of which, on behalf of the Corporation, under its seal, is duly
authorized, and when so affixed it may be attested by his signature or the
signature of such Assistant Secretary; and in general, he shall perform all
duties incident to the office of the Secretary of a corporation, and such other
duties as the Board of Directors may from time to time prescribe.

Section 5.11. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit, or cause to be deposited, in the name and to the
credit of the Corporation, all moneys and valuable effects in such banks, trust
companies, or other depositories as shall from time to time be selected by the
Board of Directors. He shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; he shall render to the
President and to each member of the Board of Directors, whenever requested, an
account of all of his transactions as Treasurer and of the financial condition
of the Corporation; and in general, he shall perform all of the duties incident
to the office of the Treasurer of a corporation, and such other duties as the
Board of Directors may from time to time prescribe.

Section 5.12. Other Officers. The Board of Directors may also elect or may
delegate to the President the power to appoint such other officers as it may
at any time from time to time deem advisable, and any officers so elected or
appointed shall have such authority and perform such duties as the Board of
Directors or the President, if he shall have appointed them, may from time to
time prescribe.

8
<PAGE> 9

ARTICLE VI.
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1. Form and Signature. The shares of the Corporation shall be
represented by certificates signed by the President or any Vice President and by
the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer, and shall bear the seal of the Corporation or a facsimile thereof.
Each certificate representing shares shall state upon its face (a) that the
Corporation is formed under the laws of the State of Delaware, (b) the name of
the person or persons to whom it is issued, (c) the number of shares which such
certificate represents and (d) the par value, if any, of each share represented
by such certificate.

Section 6.2. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares of stock to receive dividends or other distributions, and to vote as
such owner, and to hold liable for calls and assessments a person registered on
its books as the owner of shares of stock, and shall not be bound to recognize
any equitable or legal claim to or interest in such shares on the part of any
other person.

Section 6.3. Transfer of Stock. Upon surrender to the Corporation or the
appropriate transfer agent, if any, of the Corporation, of a certificate
representing shares of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and, in the event that the
certificate refers to any agreement restricting transfer of the shares with
which it represents, proper evidence of compliance with such agreement, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

Section 6.4. Lost Certificates, etc. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit to that fact and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.

9
<PAGE> 10

other lawful action, the Board may fix, in advance, a record date. Such date
shall not be more than sixty (60) nor less than ten (10) days before the date of
any such meeting, nor more than sixty (60) days prior to any other action.

Section 6.6. Regulations. Except as otherwise provided by law, the Board
may make such additional rules and regulations, not inconsistent with these
Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars and may require all certificates for
shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII.
GENERAL PROVISIONS

Section 7.1. Dividends and Distributions. Dividends and other distributions
upon or with respect to outstanding shares of stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, bonds, property, or in stock of the Corporation. The Board shall
have full power and discretion, subject to the provisions of the Certificate of
Incorporation or the terms of any other corporate document or instrument binding
upon the Corporation to determine what, if any, dividends or distributions shall
be declared and paid or made.

Section 7.2. Checks, etc. All checks or demands for money and notes or
other instruments evidencing indebtedness or obligations of the Corporation
shall be signed by such officer or officers or other person or persons as may
from time to time be designated by the Board of Directors.

Section 7.3. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

Section 7.4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 7.5. General and Special Bank Accounts. The Board may authorize
from time to time the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may be delegated by the Board from time to
time. The Board may make such special rules and regulations with respect to such
bank accounts, not inconsistent with the provisions of these Bylaws, as it may
deem expedient.

10
<PAGE> 11

ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS

Section 8.1. Indemnification by Corporation. To the extent permitted by
law, the Corporation shall indemnify any person against any and all judgments,
fines, amounts paid in settling or otherwise disposing of actions or threatened
actions, and expenses in connection therewith, incurred by reason of the fact
that he, his testator or intestate is or was a director or officer of the
Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

ARTICLE IX.
ADOPTION AND AMENDMENTS

Section 9.1. Power to Amend. These Bylaws may be amended or repealed and
any new By-Law may be adopted by the Board of Directors; provided that these
Bylaws and any other Bylaws amended or adopted by the Board of Directors may be
amended or repealed, and any bylaws repealed by the Board of Directors may be
reinstated, and new Bylaws may be adopted, by the stockholders of the
Corporation entitled to vote at the time for the election of directors.

<PAGE> 1
EXHIBIT 3.19

STATE OF KANSAS

OFFICE OF
[SEAL]
SECRETARY OF STATE

RON THORNBURGH

To all to whom these presents shall come, Greetings:

I, RON THORNBURGH, Secretary of State of the State of Kansas, do hereby certify
that the attached is a true and correct copy of an original on file and of
record in this office.

IN TESTIMONY WHEREOF:

I hereto set my hand and cause to be affixed my official seal.
Done at the City of Topeka, this day, July 22, 1998.

/s/ RON THORNBURGH
[SEAL] RON THORNBURGH
SECRETARY OF STATE

25 pages are attached to this certification.
<PAGE> 2

ARTICLES OF INCORPORATION
OF
W K COMMUNICATIONS, INC.

We, the undersigned, for the purpose of incorporating and organizing a FOR
PROFIT corporation under The General Corporation Law of the State of Kansas, do
hereby certify as follows:

FIRST: The name of the corporation is W K COMMUNICATIONS, INC.,
(hereinafter called the "Corporation").

SECOND: The address of the Corporation's registered office in the State
of Kansas is 819 North Washington, in the City of Junction City, County of
Geary. The name of its registered agent at such address is Robert K. Weary.

THIRD: The purposes of the corporation are as follows:

(a) To conduct and carry on a general television and radio business and a
cable television business in all of the various branches and phases thereof; to
acquire, construct, own, develop, improve, operate, control, lease, manage or
otherwise dispose of, television, radio and all other broadcasting stations or
systems, including closed circuit and all other direct wire systems, towers,
broadcasting, transmission and reproduction equipment, power plants and all
other equipment and facilities useable in connection therewith; and to carry on
and conduct any trade or business incidental to any of the foregoing or useful
in connection therewith.

(b) To conduct a general advertising business both as principal and
agents including the preparation and arrangement of advertisements and
advertising materials and programs and the manufacture and construction of
advertising devises and novelties; to produce and utilize radio, television and
other programs of every kind and description for entertainment or advertising
purposes, including producing, acquiring, handling, booking, leasing, renting
and selling of radio, television and other programs of every description,
films, pictures and related materials, the promotion and conduct of amusement,
entertainment, and advertising enterprises; to erect, construct, purchase,
lease and otherwise acquire fences, billboards, signboards, buildings and other
structures suitable for advertising purposes; and to do any and all things
incidental to the foregoing or useful in connection therewith.

(c) To purchase and acquire, as a going concern or otherwise, and to own,
carry on, maintain, operate and conduct, directly or indirectly, through stock
ownership or affiliation, or otherwise, all or any part of the property or
business of any corporation, firm, association, entity, syndicate, or person
whatsoever, deemed to be of benefit to the corporation, or of use in any manner
in connection with any of its purposes; and to dispose thereof upon such terms
as may seem advisable to the corporation.

(d) To invest, lend and deal with moneys of the corporation in any lawful
manner, and to acquire by purchase, by

<PAGE> 3
the exchange of shares of stock or other securities of the corporation, by
subscription or otherwise, and to invest in, hold for investment or for any
other purpose, and to deal in and use, sell, pledge or otherwise dispose of,
and in general to deal in any interest concerning or enter into any transaction
with respect to (including "long" and "short" sales of) any shares of stock,
bonds, notes, debentures, certificates, receipts and other securities and
obligations of any government, state, municipality or other agency thereof,
and any corporation, association, or other entity, including individuals and
partnerships, and, while owner thereof, to exercise all of the rights, powers,
and privileges of ownership, including, among other things, the right to vote
thereon for any and all purposes and to give consents with respect thereto.

(e) In general, to carry on any other business in connection with each
and all of the foregoing or incidental thereto, and to carry on, transact, and
engage in any and every lawful business or other lawful thing calculated to be
of gain, profit or benefit to the corporation as fully and freely as a natural
person might do, to the extent and in the manner, and where within and without
the State of Kansas, as it may from time to time determine; and to have and
exercise each and all of the powers and privileges, either direct or incidental,
which are given and provided by or are available under the laws of the State
of Kansas, in respect of general and business corporations organized for profit
thereunder; provided, however, that the corporation shall not engage in any
activity for which a corporation may not be formed under the laws of the State
of Kansas.

(f) to acquire by lease, purchase, gift, devise, contract, concession or
otherwise, and to hold, own, develop, explore, exploit, improve, operate,
lease, enjoy, control, manage, or otherwise turn to account, mortgage, grant,
sell, exchange, convey, or otherwise dispose of, wherever situated within or
without the State of Kansas, any and all real estate, lands, options,
concessions, grants, land patents, franchises, rights, privileges, easements,
tenements, estates, hereditaments, interests, and properties of every kind,
nature and description; to lay out, grade, pave, and dedicate roads, streets,
avenues, highways, alleys, courts, paths, walks and playgrounds; to develop,
promote, plat, subdivide, acquire, own, lease, mortgage, sell, and deal in
and with all types of residential and commercial real estate; to do any and
all things incidental or necessary to the foregoing or useful in connection
therewith; and to do any and all of the foregoing alone or in partnership,
joint venture, or syndication with other persons, corporations or entities,
and to own shares of stock of any corporation engaged in any of the foregoing
activities.

(g) To engage in any lawful act and activities for which corporations may
be organized under The General Corporation Code of Kansas.

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100,000 shares of Common Stock of the par value of
$1.00 per share, which shares shall be without pre-emptive rights of any kind.

FIFTH: The names and addresses of the incorporators are as follows:

<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Robert K. Weary 819 North Washington Street
Junction City, Kansas 66441
</TABLE>

- 2 -

<PAGE> 4
Bob Knoke 1300 Walker Street
Iron Mountain, Michigan 49801

SIXTH: The powers of the incorporators shall terminate upon the filing of
these Articles of Incorporation. The names and addresses of the persons who are
to serve as directors of the corporation until the first annual meeting of the
stockholders or until their successors are elected and qualified are as follows:

Name Address
---- -------

Robert K. Weary 819 North Washington Street
Junction City, Ks. 66441

Bob Knoke 1300 Walker Street
Iron Mountain, Michigan 49801

SEVENTH: The number of directors of the Corporation shall be such as shall
be designated from time to time by the bylaws of the Corporation.

EIGHTH: The board of directors of the Corporation is expressly authorized
to make, alter, amend, or repeal the bylaws of the Corporation, subject to the
power of the stockholders of the Corporation to alter or repeal any bylaw made
by the board of directors. Elections of directors need not be by written ballot
unless the bylaws of the Corporation shall so provide.

NINTH: Any director or any officer of the Corporation elected or appointed
by the stockholders of the Corporation or by the board of directors may be
removed at any time in such manner as shall be provided in the bylaws of the
Corporation.

TENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them or between this Corporation
and its stockholders of any class of them, any court of competent jurisdiction
within the State of Kansas, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions
of Section 104 of the General Corporation Code of Kansas or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 98 of the General

- 3 -
<PAGE> 5
Corporation Code of Kansas, may order a meeting of the creditors or class of
creditors, or of the stockholders or class of stockholders of this Corporation,
as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or
class of creditors, or of the stockholder or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization, if
sanctioned by the court to which the said application has been made, shall be
binding on all the creditors or class of creditors, or on all the stockholders
or class of stockholders, of this corporation, as the case may be, and also on
this Corporation.

ELEVENTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except to the extent such exemption from liability or
limitation thereof is not permitted by the Kansas General Corporation Law as it
now exists or may hereafter be amended. Notwithstanding the foregoing, a
director shall be liable to the extent provided by existing Kansas General
Corporation Law (i) for breaches of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to the provisions of K.S.A. 17-6424 and amendments thereto, or (iv) for
any transactions from which the director derived an improper personal benefit.
Any repeal or modification of these provisions shall not adversely affect any
right of any director of the Corporation existing at the time of such repeal or
modification.

TWELFTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Kansas at the

- 4 -
<PAGE> 6
time in force may be added or inserted, and all preferences, privileges,
special or relative rights, qualifications, limitations or restrictions of
whatsoever nature conferred or imposed upon stockholders, directors, or any
other persons whomsoever by and pursuant to these Articles of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.

IN WITNESS WHEREOF, we have hereunto set our hands and seals the 11th day
of June, 1987.

/s/ ROBERT K. WEARY
-------------------------------------
Robert K. Weary

/s/ BOB KNOKE
-------------------------------------
Bob Knoke

STATE OF KANSAS, COUNTY OF GEARY, ss:

Personally appeared before me, a notary public, in and for the county of
Geary, Kansas, the above-named ROBERT K. WEARY, who is personally known to me
to be the same person who executed the foregoing instrument of writing, and
duly acknowledged the execution of the same.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal this 11th day of June, 1987.

[SEAL] /s/ BONNIE L. BOYD
-------------------------------------
Bonnie L. Boyd, Notary Public

STATE OF KANSAS, COUNTY OF GEARY, ss:

Personally appeared before me, a notary public, in and for the county of
Geary, Kansas, the above-named BOB KNOKE, who is personally known to me
to be the same person who executed the foregoing instrument of writing, and
duly acknowledged the execution of the same.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal this 11th day of June, 1987.

[SEAL] /s/ BONNIE L. BOYD
-------------------------------------
, Notary Public

- 5 -
<PAGE> 7
AMENDED AND RESTATED

ARTICLES OF INCORPORATION

W. K. COMMUNICATIONS, INC.

The original Articles of Incorporation for W. K. Communications, Inc. were
filed with the State of Kansas on June 12, 1987. The original name and the
present name of the corporation is W. K. Communications, Inc.

The Amended and Restated Articles of Incorporation were duly adopted by
the Board of Directors by unanimous written consent of the Board of Directors
dated the 13th day of October, 1987. The corporation has not received any
payment for any of its authorized common shares and no shares of such stock
have been issued. The Amended and Restated Articles of Incorporation have been
adopted pursuant to Kan. Stat. Ann. Section 17-6601. We further certify that
the capital of said corporation will not be reduced under or by reason of said
amendment.

We, the undersigned, for the purpose of incorporating and organizing a FOR
PROFIT corporation under The General Corporation Law of the State of Kansas, do
hereby certify as follows:

FIRST: The name of the corporation is W. K. COMMUNICATIONS, INC.
(hereinafter called the "Corporation").

SECOND: The address of the Corporation's registered office in the State
of Kansas is 819 North Washington, in the City of

<PAGE> 8
Junction City, County of Geary. The name of its registered agent at such
address is Robert K. Weary.

THIRD: The purposes of the corporation are as follows:

(a) To conduct and carry on a general television and radio business
and a cable television business in all of the various branches and phases
thereof; to acquire, construct, own, develop, improve, operate, control,
lease, manage or otherwise dispose of, television, radio and all other
broadcasting stations or systems, including closed circuit and all other
direct wire systems, towers, broadcasting, transmission and reproduction
equipment, power plants and all other equipment and facilities useable in
connection therewith; and to carry on and conduct any trade or business
incidental to any of the foregoing or useful in connection therewith.

(b) To conduct a general advertising business both as principal and
agents including the preparation and arrangements of advertisements and
advertising materials and programs and the manufacture and construction of
advertising devices and novelties; to produce and utilize radio,
television and other programs of every kind and description for
entertainment or advertising purposes, including producing, acquiring,
handling, booking, leasing, renting and selling of radio, television and
other programs of every description, films, pictures and related
materials, the promotion and conduct of amusement, entertainment, and
advertising enterprises; to erect, construct, purchase, lease and
otherwise acquire fences, billboards, signboards, buildings and other
structures suitable for advertising purposes; and to do any and all things
incidental to the foregoing or useful in connection therewith.

(c) To purchase and acquire, as a going concern or otherwise, and to
own, carry on, maintain, operate or conduct, directly or indirectly,
through stock ownership or affiliation, or otherwise, all or any part of
the property or business of any corporation, firm, association, entity,
syndicate, or person whatsoever, deemed to be of benefit to the
corporation, or of use in any manner in connection with any of its
purposes; and to dispose thereof upon such terms as may seem advisable to
the corporation.

(d) To invest, lend and deal with moneys of the corporation in any
lawful manner, and to acquire by

-2-
<PAGE> 9
purchase, by the exchange of shares of stock or other securities of the
corporation, by subscription or otherwise, and to invest in, hold for
investment or for any other purpose, and to deal in and use, sell, pledge or
otherwise dispose of, and in general to deal in any interest concerning or
enter into any transaction with respect to (including "long" and "short" sales
of) any shares of stock, bonds, notes, debentures, certificates, receipts and
other securities and obligations of any government, state, municipality or
other agency thereof, and any corporation, association, or other entity,
including individuals and partnerships, and, while owner thereof, to exercise
all of the rights, powers, and privileges of ownership, including, among other
things, the right to vote thereon for any and all purposes and to give consents
with respect thereto.

(e) In general, to carry on any other business in connection with
each and all of the foregoing or incidental thereto, and to carry on, transact,
and engage in any and every lawful business or other lawful thing calculated to
be of gain, profit or benefit to the corporation as fully and freely as a
natural person might do, to the extent and in the manner, and where within and
without the State of Kansas, as it may from time to time determine; and to have
and exercise each and all of the powers and privileges, either direct or
incidental, which are given and provided by or are available under the laws of
the State of Kansas, in respect of general and business corporations organized
for profit thereunder; provided, however, that the corporation shall not engage
in any activity for which a corporation may not be formed under the laws of the
State of Kansas.

(f) To acquire by lease, purchase, gift, devise, contract,
concession or otherwise, and to hold, own, develop, explore, exploit, improve,
operate, lease, enjoy, control, manage, or otherwise turn into account,
mortgage, grant, sell, exchange, convey or otherwise dispose of, wherever
situated within or without the State of Kansas, any and all real estate, lands,
options, concessions, grants, land patents, franchises, rights, privileges,
easements, tenements, estates, hereditaments, interests, and properties of
every kind, nature and description; to lay out, grade, pave, and dedicate
roads, streets, avenues, highways, alleys, courts, paths, walks and
playgrounds; to develop, promote, plat, subdivide, acquire, own, lease,
mortgage, sell, and deal in and with all types of residential and commercial
real estate; to do any

-3-
<PAGE> 10
and all things incidental or necessary to the foregoing or useful in connection
therewith; and to do any and all of the foregoing alone or in partnership, joint
venture, or syndication with other persons, corporations or entities, and to
own shares of stock of any corporation engaged in any of the foregoing
activities.

(g) To engage in any lawful act or activity for which corporations may be
organized under The General Corporation Code of Kansas.

FOURTH:

(a) Authorized Shares.

The aggregate number of shares which the Corporation shall have authority
to issue shall be 60,000,000 shares of Common Stock with no par value,
30,000,000 of such shares shall be designated "Voting Common Stock," and
30,000,000 of such shares shall be designated "Non-Voting Common Stock." All
shares shall be without preemptive rights of any kind.

(b) Relative Rights and Preferences.

The relative rights, privileges and limitations of the Voting Common Stock
and the Non-Voting Common Stock shall be identical in all respects, share for
share, except that the voting power for the election of directors and for all
other purposes shall be vested exclusively in the holders of the Voting Common
Stock and, except as otherwise required by law, the holders of the Non-Voting
Common Stock shall not have any voting power; provided, however, that holders
of Non-Voting Common Stock shall be entitled to receive the same notice of
meetings of shareholders as the holders of Voting Common Stock are entitled to
receive.

Shares of the Non-Voting Common Stock may, at the option of the holder
thereof, be converted at any time into shares of Voting Common Stock upon the
following terms:

(i) Any holder of shares of Non-Voting Common Stock desiring to avail
himself of the option for conversion of his shares as herein provided shall
deliver, duly endorsed in blank, the certificate or certificates
representing the shares to be converted to

-4-

<PAGE> 11
the Secretary of the Corporation at its office, and at the same time
notify the Secretary in writing over his signature that he desires to
convert his shares into Voting Common Stock pursuant to these provisions.

(ii) Subject to applicable law, upon receipt by the Secretary of a
certificate or certificates representing shares of the Non-Voting Common
Stock and the notice that the holder thereof desires to convert the same,
each share of Non-Voting Common Stock represented by such certificate or
certificates shall automatically be converted into one share of Voting
Common Stock and the holder of such shares shall be deemed a record holder
of such Voting Common Stock upon such conversion, and the Corporation
shall forthwith cause to be issued to the holder of shares of Non-Voting
Common Stock surrendering the same a certificate or certificates
representing such shares of Voting Common Stock and shall deliver such
certificate or certificates representing such Voting Common Stock to such
holder.

(iii) Shares which have been converted hereunder shall revert to the
status of unissued shares and shall not be reissued. Such shares may be
eliminated as provided by law.

(d) Notice Rights of Holders of Non-Voting Common Stock.

The holders of Non-Voting Common Stock shall be entitled to notice of
meetings of the Corporation's shareholders and/or Board of Directors set forth
below:

(i) Each holder of Non-Voting Common Stock shall be given notice of
any meeting of shareholders of the Corporation at least 5 days prior to
the record date for identifying the holders of Voting Common Stock
entitled to vote at such meeting.

(ii) Each holder of Non-Voting Common Stock shall be given notice of
any meeting of the Board of Directors of the Corporation at least three
days before the date of such meeting, and such notice shall include the

-5-

<PAGE> 12
Agenda required by Article 11 of these Articles of Incorporation.

FIFTH: The names and addresses of the incorporators are as follows:

<TABLE>

<S> <C>

Name Address
---- -------

Robert K. Weary 819 North Washington Street
Junction City, Kansas 66441

Bob Knoke 1300 Walker Street
Iron Mountain, Michigan 49801

</TABLE>

SIXTH: The powers of the incorporators shall terminate upon the filing
of these Articles of Incorporation. The names and addresses of the persons who
are to serve as directors of the corporation until the first meeting of the
stockholders or until their successors are elected and qualified are as
follows:

<TABLE>

<S> <C>

Name Address
---- -------

Robert K. Weary 819 North Washington Street
Junction City, Kansas 66441

Bob Knoke 1300 Walker Street
Iron Mountain, Michigan 49801

</TABLE>

SEVENTH: The number of directors of the Corporation shall be seven (7).

EIGHTH: At all elections of directors, each stockholder shall be
entitled to as many votes as shall equal the number of his shares of stock
multiplied by the number of directors to be elected, and he may cast all of
such votes for a single director or may distribute them among the number to be
voted for, or any two or more of them.

NINTH: The shareholders of the Corporation shall be entitled to vote to
approve or disapprove any merger or

-6-
<PAGE> 13
consolidation of the Corporation or any amendment of these Articles of
Incorporation. Any merger, consolidation, or amendment of these Articles of
Incorporation shall be approved only upon receiving the affirmative vote of the
holders of at least two-thirds of the outstanding shares of Voting Common Stock
of the Corporation.

TENTH: The Board of Directors of the Corporation is expressly authorized
to make, alter, amend, or repeal the bylaws of the Corporation, subject to the
power of the stockholders of the Corporation to alter or repeal any bylaw made
by the Board of Directors. Elections of directors need not be by written ballot
unless the bylaws of the Corporation shall so provide.

ELEVENTH: The Corporation will not engage in any of the actions or
transactions set forth below without the approval of two-thirds of all of the
duly elected members of the Board of Directors:

(i) the acquisition of any asset or group of related assets with an
aggregate purchase price of $5 million or more;

(ii) the incurrence of any secured or unsecured debt in a principal
amount exceeding $5 million;

(iii) the issuance of any equity securities; and

(iv) the entry of the Corporation into any business activity not
directly related to the telecommunication business.

Notice of any regular or special meeting of the Board of Directors
required under these Articles or any applicable law shall be accompanied by an
Agenda setting forth all action(s)

-7-
<PAGE> 14
to be taken at such meeting. Action at such meeting shall be limited to the
actions set forth in the Agenda unless all directors attending such meeting
unanimously approve the proposed action not specifically set forth in the
Agenda.

TWELFTH: Any director or any officer of the Corporation elected or
appointed by the stockholders of the Corporation or by the Board of Directors
may be removed at any time in such manner as shall be provided in the bylaws of
the Corporation.

THIRTEENTH: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them or between this
Corporation and its stockholders or any class of them, any court of competent
jurisdiction within the State of Kansas, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for this Corporation under the provisions
of Section 104 of the General Corporation Code of Kansas or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 98 of the General Corporations Code
of Kansas, may order a meeting of the creditors or class of creditors, or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors, or
of the stockholder or class of stockholders of this

-8-
<PAGE> 15
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization, if
sanctioned by the court to which the said application has been made, shall be
binding on all the creditors or class of creditors, or on all stockholders or
class of stockholders, of this Corporation, as the case may be, and also on this
Corporation.

FOURTEENTH: No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except to the extent such exemption from liability or
limitation thereof is not permitted by the Kansas General Corporation Law as it
now exists or may hereafter be amended. Notwithstanding the foregoing, a
director shall be liable to the extent provided by existing Kansas General
Corporation Law (i) for breaches of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to the provisions of K.S.A. 17-6424 and amendments thereto, or (iv)
for any transactions from which the director derived an improper personal
benefit. Any repeal or modification of these provisions shall not adversely
affect any right of any director of the Corporation existing at the time of
such repeal or modification.

-9-
<PAGE> 16
FIFTEENTH: The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Kansas at the time in force may be added or inserted, and all
preferences, privileges, special or relative rights, qualifications,
limitations or restrictions of whatsoever nature conferred or imposed upon
stockholders, directors, or any other persons whomsoever by and pursuant to
these Articles of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article.

Signed October 13, 1987

[CORPORATE SEAL] W. K. COMMUNICATIONS, INC.

By: /s/ [ILLEGIBLE]
------------------------
President

ATTEST:

/s/ [ILLEGIBLE]
- -----------------------
Assistant Secretary

-10-
<PAGE> 17
STATE OF Missouri )
) ss.
COUNTY OF Jackson )

I, Jeffrey T. Haughey, Notary Public, do hereby certify that on this 13th
day of October, 1987, personally appeared before me Robert S. Knoke, who being
by me first duly sworn, declared that he is the President of W. K.
Communications, Inc. that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.

/s/ JEFFREY T. HAUGHEY
------------------------------
Notary Public

My Commission Expires:

JEFFREY T. HAUGHEY
Notary Public, State of Missouri
[ILLEGIBLE]
My Commission Expires May 3, 1988

-11-

<PAGE> 18
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
W.K. COMMUNICATIONS, INC.

I, Robert S. Knoke, President and Secretary, of W.K. Communications, Inc.,
a corporation organized and existing under the laws of the State of Kansas, do
hereby certify that pursuant to a Statement of Unanimous Consent of the Board
of Directors of said corporation, the board adopted a resolution setting forth
the following amendment to the Articles of Incorporation and declaring its
advisability as follows:

RESOLVED, that the Board of Directors deems it advisable to amend
paragraph (a) of the Fourth Article of the Articles of Incorporation of
the Corporation to read as follows:

The aggregate number of shares which the Corporation shall have authority
to issue shall be 60,000,000 shares of Common Stock having a par value of
$.01 per share, 30,000,000 of such shares shall be designated "Voting
Common Stock" and 30,000,000 of such shares shall be designated "Non-Voting
Common Stock." All shares shall be without preemptive rights of any kind.

and recommends that this amendment be adopted by the stockholders of the
corporation.

I further certify that thereafter, pursuant to said resolution, and in
accordance with the by-laws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed.

<PAGE> 19
amendment and thereafter pursuant to notice and in accordance with the statute
of the State of Kansas, the stockholders convened and considered the proposed
amendment.

I further certify that at the meeting stockholders holding more than
two-thirds of the outstanding stock entitled to vote voted in favor of the
proposed amendment.

I further certify that the amendment was duly adopted in accordance with
the provisions of K.S.A. 17-6602, as amended.

IN WITNESS WHEREOF, I have hereunto set our hands and affixed the seal of
said corporation this 26th day of December, 1990.

/s/ ROBERT S. KNOKE
---------------------------------
Robert S. Knoke,
President and Secretary

STATE OF MICHIGAN )
) ss.
COUNTY OF DICKINSON )

Be it remembered that before me, a Notary Public in and for the aforesaid
county and state, personally appeared Robert S. Knoke, President and Secretary
of the corporation named in this document, known to me to be the same person
who executed the foregoing certificate, and duly acknowledged the execution of
the same this 26th day of December, 1990.

/s/ JEAN L. SKAJA
----------------------------------------------------
[SEAL] Jean L. Skaja
Notary Public, Dickinson County, MI Notary Public
My Commission Expires June 13, 1993

My appointment or commission expires June 13, 1993.

<PAGE> 20

CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF W.K. COMMUNICATIONS, INC.

We, Robert S. Knoke, President and Robert E. Marsh, Assistant Secretary of
W.K. Communications, Inc. ("Corporation"), a corporation organized and existing
under the laws of the State of Kansas, do hereby certify that at a meeting of
the Board of Directors of the Corporation, the Board adopted a resolution
setting forth the following Amendment to the Articles of Incorporation and
declaring its advisability:

RESOLVED, that the following be inserted as a new Article Fifteen and
the original Article Fifteen be redesignated as Article Sixteen:

FIFTEEN: The Company shall to the fullest extent permitted by
K.S.A. Section 17-6305 and amendments thereto, indemnify any and all
persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said section. The Company may, but shall
not be obligated to, maintain insurance at its expense, or protect
itself and any such persons against any such expenses or liabilities.
Any repeal or modification of these provisions shall not adversely
affect any right of any director of the Company existing at the time
of such repeal or modification.

We further certify that thereafter, pursuant to said resolution, and in
accordance with the Bylaws of the Corporation and the laws of the state of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice in
accordance with the statutes of the State of Kansas, the stockholders convened
and considered the proposed amendment.

We further certify that at the meeting two-thirds (2/3) of the
stockholders entitled to vote voted in favor of the proposed amendment.
<PAGE> 21
We further certify that the amendment was duly adopted in accordance with
the provisions of K.S.A. Section 17-6602, as amended.

IN WITNESS WHEREOF, we have hereunto set our hand and affixed this seal of
the Corporation this 21st day of April, 1993.

/s/ ROBERT S. KNOKE
------------------------------------
Robert S. Knoke, President

/s/ ROBERT E. MARSH
------------------------------------
Robert E. Marsh, Assistant Secretary

ACKNOWLEDGMENT

STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )

On this 21st day of April, 1993, before me, Diana E. Pribble, a Notary
Public in and for said state, personally appeared Robert E. Marsh, Assistant
Secretary of W.K. Communications, Inc., known to me to be the person who
executed the within instrument in behalf of said corporation and acknowledged
to me that he executed the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed by notarial
seal the day and year last above written.

/s/ DIANA E. PRIBBLE
------------------------------------
Notary Public

My Commission Expires:

July 17, 1994
- -----------------------------

-2-
<PAGE> 22
ACKNOWLEDGMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF DICKINSON )

On this 5 day of May, 1993, before me, Jean L. Skaja, a Notary Public in
and for said state, personally appeared Robert E. Knoke, president of W.K.
Communications, Inc., known to me to be the person who executed the within
instrument in behalf of said corporation and acknowledged to me that he executed
the same for the purposes therein stated.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed by notarial
seal the day and year last above written.

/s/ JEAN L. SKAJA
-----------------------------------------
Notary Public

JEAN L. SKAJA
Notary Public, Dickinson County, MI
My Commission Expires Jun. 13, 1993

My Commission Expires:

6/13/93
- ----------------------

-3-

<PAGE> 23
Kansas

CERTIFICATE OF MERGER
OF
WT ACQUISITION MERGER CORPORATION
INTO
W.K. COMMUNICATIONS, INC.

IT IS HEREBY CERTIFIED THAT:

1. That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:

Name State of Incorporation
---- ----------------------

W.K. Communications, Inc. Kansas

WT Acquisition Merger Corporation Delaware

2. That a Merger Agreement between the parties to the merger has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 17-6702 of the Kansas
General Corporation Code.

3. That the name of the surviving corporation of the merger is W.K.
Communications, Inc., a Kansas corporation (the "Surviving Corporation").

4. That the only amendment or change in the Articles of Incorporation of
the Surviving Corporation that are to be effected by the merger is that the
Fourth Article shall be amended to read in its entirety as follows:

FOURTH: The aggregate number of shares that the Corporation shall have
authority to issue is 1,000 with the par value of $.01 per share.
All of such shares shall be designated "Common Stock."

5. That the executed Merger Agreement is on file at the principal place
of business of the Surviving Corporation, the address of which is 515 Congress
Avenue, Suite 2626, Austin, Texas 78701.

6. A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any constituent
corporation.

<PAGE> 24
7. The authorized capital stock of each foreign corporation which is a
party to the merger is as follows:

Corporation Class Number of Shares Par Value
----------- ----- ---------------- ---------

WT Acquisition Merger Corporation Common 1,000 $.01

Dated this 5th day of May, 1995.

W.K. COMMUNICATIONS, INC.

/s/ J. MERRITT BELISLE
-----------------------------------
By: J. Merritt Belisle, President

ATTEST:

/s/ BRYAN NOTEBOOM
- ---------------------------------
Bryan Noteboom, Secretary
<PAGE> 25

State of Texas )
)
County of Travis )

Be it remembered that before me, a Notary Public in and for the aforesaid
County and State, personally appeared J. Merritt Belisle and Bryan Noteboom,
President and Secretary of the corporation named in this document, who are
known to me to be the same persons who executed the foregoing certificate and
duly acknowledged its execution of the same this 2nd day of May, 1995.

/s/ TAMMY MARTIN
TAMMY MARTIN ----------------------------
[SEAL] Notary Public, State of Texas Tammy Martin, Notary Public
My Commission Expires 04/19/96

My appointment expires 4-19-96
-------------
<PAGE> 26

SECRETARY OF STATE/CORPORATIONS DIVISION
CHANGE OF REGISTERED OFFICE OR AGENT

We, Stephen S. Smith, Vice President and Bryan Noteboom, Secretary of W. K.
COMMUNICATIONS, INC., a corporation organized and existing under and by virtue
of the laws of the state of Kansas, do hereby certify that at a meeting of the
board of directors of said corporation the following resolution was duly
adopted.

Be it resolved that the Registered Office in the state of Kansas of said
corporation be changed to:

<TABLE>
<S> <C>
c/o THE CORPORATION COMPANY, INC., 515 So. Kansas Ave., Topeka, Shawnee, Kansas 66603
- -------------------------------------------------------------------------------------
Street and Number Town or City County State Zip Code
</TABLE>

Be it further resolved that the Resident Agent of said corporation in the
state of Kansas be changed to:

THE CORPORATION COMPANY, INC.
- --------------------------------------------------------------------------------
Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the
same in the manner as required by law.

/s/ STEPHEN S. SMITH
----------------------------------------
Vice President

/s/ BRYAN NOTEBOOM
----------------------------------------
Secretary

State of Texas )
) ss.
County of Travis )

Before me, a Notary Public, came Stephen S. Smith, Vice President and
Bryan Noteboom, Secretary of the above-named corporation, who are known to me
to be the persons who executed the foregoing certificate in their official
capacities and duly acknowledged the execution of the same this 5th day of May,
1995.
/s/ TAMMY MARTIN
---------------------------------------
TAMMY MARTIN Notary Public
[SEAL] Notary Public, State of Texas
My Commission Expires 04/19/96

My commission or appointment expires 4/19, 1996.

<PAGE> 1
EXHIBIT 3.20

BYLAWS

W. K. COMMUNICATIONS, INC.

ARTICLE I

OFFICES

Section 1. REGISTERED OFFICE. The registered office shall be in the City of
Junction City, County of Geary, State of Kansas.

Section 2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Kansas as the
Board of Directors may from time to time determine or the
business of the corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. ANNUAL MEETING. The annual meeting of the stockholders for the
election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at
the registered office on the third Thursday in March of each
year, commencing with the year 1988, or at such other date and
time as soon thereafter as convenient as shall be designated by
the Board of Directors and stated in the notice of the meeting.

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes may be called by the Board of Directors, the
President, or the Secretary, and shall be called by the President
or Secretary at the request in writing of stockholders owning not
less than one-fifth of the capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

<PAGE> 2

Section 3. PLACE OF MEETING. Meetings of the stockholders shall be held at
the registered office of the corporation in the State of Kansas
or at such other place, either within or without the State of
Kansas, as shall be specified in the notice of the meeting or in
a duly executed waiver of notice thereof.

Section 4. NOTICE. Written or printed notice of each meeting of
stockholders, and such meetings of the Board of Directors as
provided in the Articles, stating the place, date and hour of the
meeting and, in case of a special meeting, the purpose or
purposes thereof, shall be delivered or given not less than ten
(10) nor more than fifty (50) days before the date of the
meeting, except where otherwise specified in the Articles of
Incorporation, either personally or by mail, by or at the
direction of the Board of Directors or the officer calling the
meeting, to each stockholder entitled to vote at such meeting and
each holder of any shares of Non-Voting Common Stock of the
Corporation.

Section 5. ADJOURNED MEETINGS. Any stockholders' meeting may be adjourned
from time to time until its business is completed, and the
stockholders present at any meeting, or any adjourned meeting,
though less than a quorum, may successively adjourn the meeting
to a specified date not longer than thirty (30) days after such
adjournment, without notice other than announcement of the time
and place at the meeting.

Section 6. QUORUM. At all meetings of the stockholders, a majority of the
outstanding shares entitled to vote at such meeting, represented
in person or by proxy, shall constitute a quorum. Every decision
of a majority of such quorum shall be valid as a corporate act
unless a larger vote is required by the Articles of
Incorporation, these Bylaws or the Kansas Corporation Code.

Section 7. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted
or acted upon after three (3) years from its date, unless the
proxy provides for a longer period.

-2-
<PAGE> 3

Section 8. VOTING. Each stockholder shall be entitled to one vote for each
share of voting common stock held by such stockholder. Voting at
all meetings of the stockholders shall be by voice unless the
chairman of such meeting shall determine that voting with respect
to a particular matter shall be by ballot, and except that
elections of directors shall be by written ballot if requested by
any stockholder. Persons holding voting common stock in a
fiduciary capacity, and persons whose voting common stock is
pledged shall be entitled to represent and vote such stock on all
issues (unless in the transfer by the pledgor on the books of the
corporation he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy may
represent such stock and vote thereon), even though the purpose
of the vote is to determine whether or not the corporation shall
exercise a right, if any, granted to it by its Articles of
Incorporation, or these Bylaws, or a stockholders' agreement or
other contract, to repurchase the very stock held and voted by
such fiduciary or pledgor. At all elections of directors, each
stockholder shall be entitled to as many votes as shall equal the
number of his shares of voting common stock multiplied by the
number of directors to be elected, and he may cast all of such
votes for a single director or may distribute them among the
number to be voted for, or any two or more of them.

Section 9. NO ACTION WITHOUT A MEETING. No action required or permitted to
be taken at any annual or special meeting of the stockholders may
be taken without such a meeting, and no action may be taken by
the unanimous consent of the stockholders.

ARTICLE III

BOARD OF DIRECTORS

Section 1. NUMBER AND TERM. The number of directors shall be seven (7).
Each director shall hold office until the next succeeding annual
meeting of stockholders and until his successor is duly elected
and qualified, or until his earlier death, resignation or
removal. Any director may resign at any time upon written notice
to the corporation. In case of the death, resignation or removal
of one or more of the directors of the corporation, or in the
case of newly created

-3-
<PAGE> 4
directorships, a majority of the directors then in office,
although less than a quorum, may fill the vacancy or vacancies
until the successor or successors are elected at the next annual
meeting of the stockholders, or until a special stockholders'
meeting shall be called and held to fill such vacancy or
vacancies. Directors need not be stockholders.

Section 2. MEETINGS. Meetings of the Board of Directors of this corporation
shall be held at such place within or without the State of Kansas
as the resolution or notice calling such meeting shall specify,
or as the directors may agree. The annual meeting of the
directors for the purpose of electing officers and transacting
such other business as may come before the meeting shall be held
on the third Thursday in March of each year, commencing with the
year 1988, immediately following the adjournment of the annual
meeting of stockholders held on that day.

No notice of such annual meeting of directors need be given to
the directors. If for any reason such annual meeting of the
directors is not or cannot be held as herein prescribed, the
officers may be elected at the first meeting of the directors
thereafter called pursuant to these Bylaws. Regular meetings of
the Board shall be held at such times as the Board may from time
to time provide and without any notice other than the resolution
or action providing therefor. Special meetings of the Board may
be held at any time upon the call of any member of the Board.
Written notice of all special meetings of the Board of Directors
shall be given to each director, which notice shall state the
time, place and purposes of such meeting, and shall be personally
served upon each director at least one day before such meeting,
or sent by mail or telegram at least two days before such
meeting, addressed to the last known residence or place of
business of each director.

Section 3. PARTICIPATION BY TELEPHONE. Members of the Board of Directors or
any committee designated by such Board may participate in a
meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
participation in a

-4-
<PAGE> 5

meeting by such means shall constitute presence in person at such
meeting.

Section 4. WAIVER OF IRREGULARITY. If any meeting of the directors be
irregular for want of call or notice, provided a quorum was
present at such meeting, the proceedings of such meeting may be
ratified and approved and rendered likewise valid, and the
irregularity or defect therein waived, by a writing signed by all
persons having the right to vote at such meeting.

Section 5. QUORUM. A majority of the total number of directors shall
constitute a quorum for the transaction of business, and the vote
of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. If
less than a quorum be present at any meeting, those present may
successively adjourn the meeting to a specified future date,
without notice other than announcement of the time and place at
the meeting.

Section 6. POWER AND AUTHORITY. The business and affairs of the corporation
shall be managed by its Board of Directors which may exercise all
such powers of the corporation and do all such lawful acts and
things as are not by the Kansas Corporation Code, or by the
Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the stockholders.

Section 7. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members
of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes
of proceedings of the Board or committee.

Section 8. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the
absence or disqualification of a member of a committee, the
member or members thereof present at any meeting

-5-
<PAGE> 6

and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors
designating the same, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the Articles of Incorporation,
adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or amending the Bylaws of the
corporation; and, unless the resolution of the Board of Directors
expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of
stock. Each committee shall keep regular minutes of its
proceedings and report the same to the Board when required.

Section 9. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive
any stated salary for their services, but by resolution of the
Board a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board; provided that nothing herein contained shall be construed
to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

ARTICLE IV

WAIVER OF NOTICE

Section 1. WAIVER OF NOTICE. Whenever notice is required to be given under
any provisions of these Bylaws, or of the Articles of
Incorporation or the Kansas Corporation Code, a written waiver
thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be the equivalent of
notice. Attendance of a person at a meeting, including attendance
by proxy at a

-6-
<PAGE> 7

shareholders' meeting, shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting
of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice.

ARTICLE V

OFFICERS

Section 1. NUMBER. The officers of the Corporation shall be a President, a
Secretary and a Treasurer. The Board of Directors may also elect
a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers. Two
or more offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than
one capacity, if such instrument is required by law, the Articles
of Incorporation or these Bylaws to be executed, acknowledged or
verified by two or more officers.

Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his
successor shall have been duly chosen and shall qualify, or until
his death or until he shall resign or shall have been removed in
the manner hereinafter provided.

Section 3. COMPENSATION OF OFFICERS. Officers shall receive compensation
for their service and reimbursement of their expenses incurred in
behalf of the business of the corporation as fixed by the Board
of Directors. In the event the Board determines a reimbursed
expense should have been disallowed, it shall be the duty of the
directors, as a Board, to enforce payment by the officer of each
amount disallowed. In lieu of payment by the officer, subject to
the determination of the directors, proportionate amounts may be
withheld from his future compensation payments until the amount
owed to the corporation has been recovered.

-7-
<PAGE> 8

Section 4. REMOVAL AND VACANCIES. Any officer may be removed by the Board
of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be
without prejudice to the contractual rights, if any, of the
person so removed. If the office of any officer becomes vacant
for any reason, the vacancy shall be filled by the Board of
Directors.

Section 5. CHAIRMAN OF THE BOARD. If a Chairman of the Board is elected or
appointed, he shall preside at all meetings of the stockholders
and directors at which he may be present. The Board of Directors
may delegate such other authority and assign such additional
duties to the Chairman of the Board as it may from time to time
determine.

Section 6. PRESIDENT. The President shall be the chief executive officer of
the Corporation; he shall preside at all meetings of the
stockholders and directors, shall have general and active
management of those areas of the business of the Corporation
prescribed by the Board of Directors and shall see that all
orders and resolutions of the Board are carried into effect. The
President shall have the power on behalf of the Corporation to
enter into, execute and deliver all contracts, instruments,
conveyances or documents and to affix the corporate seal thereto.

Section 7. VICE PRESIDENTS. Each Vice President shall have power on behalf
of the Corporation to enter into and execute contracts,
instruments, conveyances or documents and to affix the corporate
seal thereto. Each Vice President shall also have such other
duties and powers as the Board of Directors shall from time to
time designate.

Section 8. SECRETARY. The Secretary shall give or cause to be given notice
of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President under whose
supervision he shall be. The Secretary shall keep in safe custody
the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the
signature of an Assistant Secretary.

-8-
<PAGE> 9

Section 9. ASSISTANT SECRETARY. The Assistant Secretary shall, in the
absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may
from time to time prescribe.

Section 10. TREASURER. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all monies and other valuable effects in the
name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors. He shall disburse
the funds of the Corporation as may be ordered by the Board of
Directors taking proper vouchers for such disbursements and shall
render to the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so require, an
account of all his transactions as Treasurer and of the financial
condition of the Corporation.

Section 11. ASSISTANT TREASURER. The Assistant Treasurer shall, in the
absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other
duties and shall have such other powers as the Board of Directors
may from time to time prescribe.

ARTICLE VI

INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Kansas Statute
Annotated Section 17-6305, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section. The Corporation may, but shall not be obligated to, maintain insurance
at its expense, or protect itself and any such persons against any such expenses
or liabilities.

ARTICLE VII

CERTIFICATES OF STOCK AND TRANSFERS

Section 1. CERTIFICATES. The certificates of stock of this corporation
shall be in such form, not

-9-
<PAGE> 10
inconsistent with the Articles of Incorporation, as shall be
approved by the Board of Directors. They shall be signed in the
name of the corporation by the Chairman of the Board, or the
President or a Vice President and by the Treasurer or an
Assistant Treasurer, or by the Secretary or an Assistant
Secretary and shall bear the corporate seal. All certificates
shall be consecutively numbered. The name of the person to whom
each certificate is issued, the number of shares represented
thereby, and the date of issue shall be entered on the books of
the corporation. Shares of the stock of the corporation shall be
transferred only on the books of the corporation by the holder
thereof in person, or by his attorney, and upon surrender and
cancellation of certificates for a like number of shares.

If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers,
designations, preferences and relative participating, option or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of
stock, provided that, except as otherwise provided in Section 53
of the Kansas Corporation Code, in lieu of the foregoing
requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such
class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so request the
powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Section 2. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the
holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
provided by the laws of Kansas.

-10-
<PAGE> 11

Section 3. LOST CERTIFICATES. In the case of the loss, theft or destruction
of any certificate representing shares of stock of the
corporation, a new certificate may be issued upon the following
conditions: The owner shall file with the Secretary an affidavit
giving the facts in relation to the ownership and the loss or
destruction of said certificate, stating its number and the
number of shares represented thereby. The Secretary shall present
such affidavit to the Board of Directors, and if the Board of
Directors shall be satisfied that such certificate has been lost,
stolen or destroyed, and that a new certificate ought to be
issued in lieu thereof, the Board may direct the officers of the
corporation to issue a new certificate upon the filing of a bond
in such penal sum, with such conditions, in such form and with
such surety as the Board of Directors may prescribe, to indemnify
and save harmless this corporation from and against any claim,
loss, expense, damage or liability occasioned by the issuance of
such new certificate, and upon the filing of such bond, the
proper officers of the corporation shall issue a new certificate
for the number of shares to the owner of the certificate so lost
or destroyed.

ARTICLE VIII

MISCELLANEOUS

Section 1. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the corporation and the words: "Corporate Seal
Kansas."

Section 2. FUNDS. The funds of the corporation shall be deposited in such
depository or depositories as the directors may from time to time
select. Checks thereupon or other withdrawals shall be signed by
such person or persons as the directors may from time to time
designate.

Section 3. AMENDMENTS. The Board of Directors shall have power to make and
from time to time alter and repeal the Bylaws of the corporation;
provided, however, that the paramount power to make, alter and
repeal shall always be vested in the stockholders, which power
may be exercised by a vote thereof present at any annual or
special meeting of the stockholders; provided, further, that
thereafter the directors shall have power to

-11-
<PAGE> 12

suspend, repeal, amend or otherwise alter any Bylaws or portion
thereof so enacted by the stockholders, unless the stockholders
in enacting such Bylaws or portion thereof shall otherwise
provide.

ARTICLE IX

RECORD DATES

Section 1. RECORD DATES. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
If no record date is fixed:

(1) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which
the meeting is held;

(2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written
consent is expressed;

(3) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto.

A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting, except that the Board of Directors

-12-
<PAGE> 13

may fix a new record date for the adjourned meeting.

-13-

<PAGE> 1
EXHIBIT 3.21

[SEAL]

THE STATE OF TEXAS

SECRETARY OF STATE

IT IS HEREBY CERTIFIED that the attached is/are true and correct
copies of the following described document(s) on file in this office:

TELEVISION ENTERPRISES, INC.
FILE NO. 216315-00

ARTICLES OF INCORPORATION AUGUST 18, 1965
ARTICLES OF AMENDMENT DECEMBER 14, 1967
ARTICLES OF AMENDMENT JULY 11, 1988
CHANGE OF REGISTERED OFFICE AND/OR AGENT DECEMBER 21, 1988
ARTICLES OF AMENDMENT JUNE 10, 1993
CHANGE OF REGISTERED OFFICE AND/OR AGENT NOVEMBER 05, 1993
CHANGE OF REGISTERED OFFICE AND/OR AGENT AUGUST 12, 1994
ASSUMED NAME CERTIFICATE FEBRUARY 13, 1995
ARTICLES OF AMENDMENT JUNE 29, 1995

IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused
to be impressed hereon the Seal of
State at my office in the City of
Austin, on July 21, 1998.

[STATE OF TEXAS SEAL]

/s/ ALBERTO R. GONZALES
-------------------------------------
Alberto R. Gonzales
Secretary of State

<PAGE> 2
ARTICLES OF INCORPORATION

We, the undersigned natural persons, of the age of twenty one (21) years
or more, at least two (2) of whom are citizens of the State of Texas, acting as
incorporators of a corporation under the Texas Business Corporation Act, do
hereby adopt the following Articles of Incorporation for such Corporation:

ARTICLE ONE:

The name of the Corporation is TELEVISION ENTERPRISES, INC.

ARTICLE TWO:

The period of its duration is perpetual.

ARTICLE THREE:

The purpose or purposes for which the Corporation is organized are:

To conduct, engage in, and carry on the general business of producing,
receiving, transmitting and marketing television, radio and other
electrical signals.

ARTICLE FOUR:

The aggregate number of shares which the Corporation shall have authority
to issue is eight hundred (800) of the par value of One and 25/100 ($1.25)
Dollars each.

ARTICLE FIVE:

The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand and no/100
($1,000.00) Dollars consisting of money, labor done or property actually
received which sum is at least equal to ten per cent (10%) of the total
capitalization of said corporation and not less than $1,000.00.

<PAGE> 3
ARTICLE SIX:

The post office address of its initial registered office is The Commercial
National Bank Building, Brady, Texas, and the name of its initial registered
agent at such address is Sam McCollum III.

ARTICLE SEVEN:

The number of directors constituting the initial board of directors is
three (3) and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:

Ross D. Huffman, Old Calf Creek Road, Brady, Texas.
Robert D. Hays, 702 West 12th Street, Brady, Texas.
J.D. Barley, 2006 South China Street, Brady, Texas.

ARTICLE EIGHT:

The names and addresses of the incorporators are:

Ross D. Huffman, Old Calf Creek Road, Brady, Texas.
Robert D. Hays, 702 West 12th Street, Brady, Texas.
J.D. Barley, 2006 South China Street, Brady, Texas.

IN WITNESS WHEREOF, we have hereunto set our hands, this the 12th day of
August, A.D. 1965.

/s/ ROSS D. HUFFMAN
------------------------------

/s/ ROBERT D. HAYS
------------------------------

/s/ J.D. BARLEY
------------------------------

THE STATE OF TEXAS )
)
COUNTY OF MCCULLOCH )

I, Sam McCollum III, a Notary Public do hereby certify that on this 12th
day of August, 1965, personally appeared before me, Ross D. Huffman, Robert D.
Hays and J.D. Barley, who each being by me first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators,
and that the statements therein contained are true.

/s/ SAM McCOLLUM III
---------------------------------------
(Sam McCollum III)
Notary Public, McCulloch County, Texas.
<PAGE> 4

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TELEVISION ENTERPRISES, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation which increases the number of
authorized shares of the corporation.

ARTICLE ONE. The name of the corporation is "Television Enterprises, Inc."

ARTICLE TWO. The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on November 7, 1967:

Article Four of the Articles of Incorporation is hereby amended so as to
read as follows:

"The aggregate number of shares which the corporation shall have authority
to issue is One Hundred Thousand (100,000) of the par value of One and 25/100
Dollars ($1.25) each."

ARTICLE THREE. The number of shares of the corporation outstanding at the
time of such adoption was Eight Hundred (800); and the number of shares
entitled to vote thereon was Eight Hundred (800).

ARTICLE FOUR. The number of shares voted for such amendment was Eight
Hundred (800); and the number of shares voted against such amendment was zero
(0).

ARTICLE FIVE. The manner in which such amendment effects a change in
stated capital, and the amount of stated capital as changed by such amendment
are as follows:

The amendment increases the stated capital from One Thousand and No/100
($1,000.00) Dollars to One Hundred Twenty Five Thousand and No/100
($125,000.00) Dollars.

Dated November 30, 1967.

TELEVISION ENTERPRISES, INC.

By /s/ JAMES B. FRANCKS
----------------------------------
President
/s/ J.D. BARLEY
- ---------------------------------
Secretary
<PAGE> 5

THE STATE OF TEXAS )
)
COUNTY OF TOM GREEN )

I, Cary Baldridge, a Notary Public, do hereby certify that on this 5th day
of December, 1967, personally appeared before me James H. Francks, who declared
he is president of the corporation executing the foregoing document, and being
first duly sworn, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

/s/ CARY BALDRIDGE
-----------------------------------
Notary Public, Tom Green County,
Texas.
<PAGE> 6
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
TELEVISION ENTERPRISES, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation
Act, the undersigned corporation adopts the following Article of Amendment to
its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is TELEVISION ENTERPRISES, INC.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation on February 23, 1988.

ARTICLE NINE of the Articles of Incorporation is hereby added to read in
full as follows:

"A director of the corporation is not liable to the corporation or
its shareholders for monetary damages for an act or omission in the
director's capacity as a director, except for the following:

1. A breach of director's duty or loyalty to the corporation or its
shareholders;

2. An act or omission not in good faith or that involves intentional
misconduct or knowing violation of the law;

3. A transaction of which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope
of the director's office;

4. An act or omission for which the liability of a director is expressly
provided for by statute; or

5. An act related to an unlawful stock repurchase or payment of a
dividend."

ARTICLE THREE

The number of shares of the corporation outstanding at the time of such
adoption was 62,960; and the number of shares entitles to vote thereon was
62,960.

ARTICLE FOUR

The number of shares voted for such amendment was 53,240; and the number
of shares voted against such amendment was 0; and the number of shares not
voting was 9,720.

ARTICLE FIVE

This amendment does not provide for an exchange reclassification or
cancellation of issued shares nor does it affect a change in the amount of
stated capital.
<PAGE> 7
DATED: July 6, 1988.

TELEVISION ENTERPRISES, INC.

BY: /s/ JAMES H. FRANCKS
-------------------------------
James H. Francks, President

BY: /s/ JAMES BARRY FRANCKS
-------------------------------
James Barry Francks, Secretary

THE STATE OF TEXAS :

COUNTY OF TOM GREEN :

Before me, a notary public, on this day personally appeared JAMES H.
FRANCKS, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declared that the statements
therein contained are true and correct.

Given under my hand and seal of office this 6 day of July, 1988.

/s/ SUZANN SWANSON
------------------------------
Notary Public, State of Texas

Suzann Swanson
------------------------------
Printed Name of Notary

My commission expires: 5-2-92

Before me, a notary public, on this day personally appeared JAMES BARRY
FRANCKS, known to me to be the person whose name is subscribed to the foregoing
document and, being by me first duly sworn, declared that the statements
therein contained are true and correct.

Given under my hand and seal of office this 6 day of July, 1988.

/s/ SUZANN SWANSON
------------------------------
Notary Public, State of Texas

Suzann Swanson
------------------------------
Printed Name of Notary

My commission expires: 5-2-92
<PAGE> 8

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Television Enterprises, Inc.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by
unanimous written consent of the shareholders of the corporation on June 12,
1995, in accordance with Article 9.10 of the Texas Business Corporation Act. Any
written notice required by such article has been given. There were 63,760 shares
of common stock outstanding and entitled to vote.

Section Two of Article Ten of the original Articles of Incorporation is
hereby amended and the full text of the provision altered is as follows:

10.02 Issuance of Preferred Shares.

The preferred shares authorized by these Articles of Incorporation
shall be authorized and issued in one series. The series shall be designated
"Television Enterprises, Inc. 8% Cumulative Preferred Stock, Series A (the
"Preferred Stock"), shall consist of 12,670 shares, shall be entitled to receive
dividends at the rate of $8.00 per share per annum in accordance with the
provisions of Paragraph 10.03 and shall be redeemable as provided in Paragraph
10.04, subject to the provisions of Paragraph 10.05.

DATED: June 12, 1995.

TELEVISION ENTERPRISES, INC.

By: /s/ J. MERRITT BELISLE
-------------------------------
J. Merritt Belisle
President
<PAGE> 9

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Television Enterprises, Inc.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on June 14, 1993.

Article Four of the original Articles of Incorporation is hereby amended
and the full text of the provision altered is as follows:

"ARTICLE FOUR

The corporation shall have authority to issue two classes of
shares, to be designated respectively, "preferred" and "common."
The total number of shares which the corporation is authorized to
issue is 112,000 shares. The number of preferred shares
authorized is 12,000 shares and the par value of each such share
is $0.01. The number of common shares authorized is 100,000
shares, and the par value of each such share is $1.25."

A new Article Ten is hereby adopted and the full text of the new provision
is as follows:

"ARTICLE TEN

10.01 The preferences, privileges, restrictions, and rights granted to
or imposed on the preferred shares are as follows:

10.02 Issuance of Preferred Shares.

The preferred shares authorized by these Articles of Incorporation shall be
authorized and issued in one series. The series shall be designated "Television
Enterprises, Inc. 8% Cumulative Preferred Stock, Series A (the "Preferred
Stock"), shall consist of 12,000 shares, shall be entitled to receive dividends
at the rate of $8.00 per share per annum in accordance with the provisions of
Paragraph 10.03 and shall be redeemable as provided in Paragraph 10.04, subject
to the provisions of Paragraph 10.05.
<PAGE> 10
10.03. Dividends.

(a) Except as provided herein, the holders of Preferred Stock shall
not be entitled to receive any dividends or other payments in respect of the
Preferred Stock.

(b) The holders of the Preferred Stock in preference to the holders
of the common shares, shall be entitled to receive dividends at the rate of
$8.00 per share per annum payable annually on the last day of June, provided,
however, that if, under the terms of the Company's Senior Indebtedness (as
defined in Exhibit F to the that certain Television Enterprises, Inc. Stock
Purchase Agreement dated December 10, 1992 with the exception that for purposes
of this paragraph, Senior Indebtedness shall not include any indebtedness of
the corporation to any shareholder or affiliate of the corporation) the
corporation is prohibited from paying cash dividends on the Preferred Stock,
the corporation may pay any dividends accruing on the Preferred Stock by
issuing to the holder of Preferred Stock additional preferred shares on the
same terms and conditions as the Preferred Stock. In the event a dividend is
not paid in cash when due, the corporation must issue preferred shares in
respect thereof in the amount of such dividend on and as of the date when due.

(c) In no event, so long as any Preferred Stock shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any of the common shares, nor
shall any common shares be purchased, or otherwise acquired for value by the
corporation, unless and until all dividends on the Preferred Stock for all past
annual dividend periods shall have been paid or declared and a sum sufficient
for the payment thereof set apart. The foregoing provisions of this
subparagraph, however, shall not prohibit a dividend on common shares in
exchange for, or through application of the proceeds of the sale of, common
shares.

10.04. Optional and Mandatory Redemption.

(a) The Preferred Stock may be redeemed, in whole or in part, at the
option of the corporation, by the vote of its Board of Directors, at any time
or from time to time, at the applicable redemption price in accordance with the
provisions of subparagraph (b) or in accordance with the provisions of
subparagraph (c).

(b) The Company may redeem the Preferred Stock upon 60 days prior
written notice, at $100 per share, plus accrued and unpaid dividends.

(c) On June 30, 2001, the Company shall redeem 100% of the
outstanding Preferred Stock at a redemption price of $100 per share, plus
accrued and unpaid dividends.

<PAGE> 11
(d) No redemption or purchase of any Preferred Stock shall be made
unless full cumulative dividends on all shares of Preferred Stock then
outstanding which are not to be redeemed or purchased, to the end of the then
current dividend period, shall have been paid or declared and set apart for
payment.

(e) All Preferred Stock acquired or redeemed pursuant to Paragraph
10.03 shall be retired and cancelled and none of such shares shall thereafter
be reissued.

10.05. Liquidation provisions.

(a) In the event of any voluntary dissolution, liquidation, or
winding up of the affairs of the corporation, then, before any distribution or
payment shall be made to the holders of the common shares, the holders of the
Preferred Stock shall be entitled to be paid $100 per share, together with
accrued and unpaid dividends.

(b) In the event of any involuntary dissolution, liquidation, or
winding up of the affairs of the corporation, then, before any distribution or
payment shall be made to the holders of the common shares, the holders of the
Preferred Stock shall be entitled to be paid $100 per share, together with
accrued and unpaid dividends.

(c) If, on any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the corporation, the assets of the corporation are
insufficient to permit full payment to the preferred shareholders as herein
provided, then the holders of any series of the Preferred Stock shall share
ratably in any distribution of assets in proportion to the full amounts to
which they would otherwise be respectively entitled.

(d) Neither the consolidation or merger of the corporation, nor the
lease or conveyance of all or substantially all of its assets, shall be deemed
a liquidation, dissolution, or winding up of the affairs of the corporation
within the meaning of this Paragraph 10.05.

10.06. Voting Rights.

(a) Except as otherwise provided in this Paragraph or by law, or by
the Board of Directors pursuant to the provisions of this Article, the holders
of the common shares shall have exclusive right to notice of shareholders'
meetings, and to vote thereat, and the holders of the Preferred Stock shall not
have such rights and powers.

(b) While any Preferred Stock is outstanding, the corporation,
without first obtaining the consent, either express in writing or by
affirmative vote at a meeting called for that
<PAGE> 12
purpose, of the holders of at least two-thirds of the total number of shares of
Preferred Stock then outstanding, shall not:

(1) Change, amend, or repeal any of the provisions applicable to the
Preferred Stock which would adversely affect the preferences,
voting power, or other rights of the Preferred Stock;

(2) Increase the presently authorized number of shares of Preferred
Stock, or authorize any stock (or any security convertible into
such stock) ranking on a parity with the Preferred Stock;
provided, however, that the foregoing shall not be deemed or
construed to limit the right of the corporation to authorize a
new series of preferred stock for the purpose of redeeming or
retiring all of the outstanding shares of Preferred
Stock;

(3) Authorize any shares (or any security convertible into such
shares) ranking prior to the Preferred Stock; provided, however,
that the foregoing shall not be deemed or construed to limit the
right of the corporation to authorize any shares of any class
having preference or priority over the Preferred Stock, for the
purpose of redeeming or retiring all of the shares of Preferred
Stock at the time outstanding; or

(4) Issue any additional shares of Preferred Stock or any other
series of preferred shares, in excess of the maximum number of
shares of Preferred Stock initially authorized to be issued or
issue any shares (or any security convertible into such shares)
on a parity with or ranking prior to the Preferred Stock.

ARTICLE THREE

The number of shares of the corporation outstanding at the time of such
adoption was, and the number of shares entitled to vote thereon was 63,760.

ARTICLE FOUR

The number of shares voted for such amendment was 63,760; and the number
of shares voted against such amendment was -0-.

The holders of all of the shares outstanding and entitled to vote on said
amendment have signed a consent in writing adopting
<PAGE> 13
said amendment.

DATED: June 12, 1993.

TELEVISION ENTERPRISES, INC.

By: /s/ J. H. FRANCIS
----------------------------
Its Authorized Officer
<PAGE> 14
[SEAL]

ASSUMED NAME CERTIFICATE

1. The name of the corporation, limited liability company, limited
partnership, or registered limited liability partnership as stated in its
articles of incorporation, articles of organization, certificate of limited
partnership, application or comparable document is
-------------------------
Television Enterprises, Inc. .
---------------------------------------------------------------------------

2. The assumed name under which the business or professional service is or is
to be conducted or rendered is Classic Cable .
---------------------------------------------

3. The state, country, or other jurisdiction under the laws of which it was
incorporated, organized or associated is Texas , and the address
-----------------
of its registered or similar office in that jurisdiction is 811 Dallas
----------------
Avenue, Houston, Texas 77002.
-----------------------------

4. The period, not to exceed 10 years, during which the assumed name will be
used is 10 years .
----------------

5. The entity is a business corporation,
.
----------------------------------------------------------------------------

6. If the entity is required to maintain a registered office in Texas, the
address of the registered office is 811 Dallas Avenue, Houston, Texas 77002
-----------------------------------------
and the name of its registered agent at such address is C T CORPORATION
---------------------
SYSTEM . The address of the principal office (if not the same as the
----------
registered office) is 515 Congress Avenue, Suite 2626, Austin, Texas 78701.
-------------------------------------------------------

7. If the entity is not required to or does not maintain a registered office
in Texas, the office address in Texas is and if the
-------------------------
entity is not incorporated, organized or associated under the laws of Texas,
the address of its place of business in Texas is
----------------------------
and the office address elsewhere is .
-----------------------------------------

8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "ALL" or "ALL EXCEPT"):
All .
----------------------------------------------------------------------------

<PAGE> 15
/s/ J. MERRITT BELISLE
------------------------------------------------
Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity

Before me on this 9th day of February, 1995, personally appeared J. Merritt
Belisle and acknowledged to me that he executed the foregoing certificate for
the purposes therein expressed.

[NOTARY SEAL] /s/ TAMMY MARTIN
-----------------------------
Notary Public, State of Texas

<PAGE> 16

STATEMENT OF CHANGE OF REGISTERED OFFICE
AND REGISTERED AGENT BY A TEXAS CORPORATION

1. The name of the corporation is TELEVISION ENTERPRISES, INC.

2. The address, including street and number, of its present registered
office as shown in the records of the Secretary of State of the State of Texas
prior to filing this statement is Commercial National Bank Building, Brady,
Texas 76825.

3. The address, including street and number, to which its registered
office is to be changed is 2719 Live Oak, San Angelo, Texas 76901.

4. The name of its present registered agent, as shown in the records of
the Secretary of State of the State of Texas prior to filing this statement is
Sam McCollom.

5. The name of its new registered agent is James H. Francks.

6. The address of its registered office and the address of the business
office of its registered agent, will be identical.

7. Such change was authorized by its Board of Directors.

/s/ JAMES H. FRANCKS
------------------------------
JAMES H. FRANCKS

SUBSCRIBED AND SWORN to this 15th day of December, 1988.

/s/ JAN M. GALLAGHER
------------------------------
Notary Public, State of Texas

JAN M. GALLAGHER
------------------------------
Printed Name of Notary

My Commission expires 12-06-89
---------

<PAGE> 17

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH BY A PROFIT CORPORATION

1. The name of the corporation is
-------------------------------------------
TELEVISION ENTERPRISES, INC.
-------------------------------------------------------------------------
The corporation's charter number is 00216315 .
----------------------------

2. The address of the CURRENT registered office as shown in the records of
the Texas Secretary of State is:
STREET ADDRESS 2719 Live Oak
-----------------------------------------------------------
CITY San Angelo , TEXAS ZIP 76901 .
-------------------- -------------------
(It is recommended that you verify #2 by calling 512-463-5555 before filing
this form.)

3. A. The address of the NEW registered office is:
STREET ADDRESS 400 West 15th. Street, Ste. 1610
--------------------------------------------------------------
CITY Austin, Texas ZIP 78701 .
------------------------- ---------------
OR
B. The registered office address will not change.
--

4. The name of the CURRENT registered agent as shown in the records of the
Texas Secretary of State is
------------------------------------------------
James H. Francks .
---------------------------------------------------------------------------
(It is recommended that you verify #4 by calling 512-463-5555 before filing
this form.)

5. A. The name of the NEW registered agent is
---------------------------------
J. Merritt Belisle
---------------------------------------------------------------------------
OR
B. The registered agent will not change.
--

6. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.

7. The changes shown above were authorized by: (check one)
A. The Board of Directors.
------
B. XX An officer of the corporation so authorized by the Board of
------
Directors.

/s/ BRYAN NOTEBOOM
---------------------------
An Authorized Officer

<PAGE> 18

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH BY A PROFIT CORPORATION

1. The name of the corporation is Television Enterprises, Inc.
-------------------------------------------

-------------------------------------------------------------------------
The corporation's charter number is 151622 .
----------------------------

2. The address of the CURRENT registered office as shown in the records of
the Texas Secretary of State is:
STREET ADDRESS 400 West 15th Street, Suite 1610
-----------------------------------------------------------
CITY Austin , TEXAS ZIP 78701 .
-------------------- ------------------
(It is recommended that you verify #2 by calling 512-463-5555 before filing
this form.)

3. A. The address of the NEW registered office is:
STREET ADDRESS c/o C T CORPORATION SYSTEM, 811 Dallas Avenue
--------------------------------------------------------------
CITY Houston , TEXAS ZIP 77002 .
------------------------- ----------------
OR
B. The registered office address will not change.
------

4. The name of the CURRENT registered agent as shown in the records of the
Texas Secretary of State is
------------------------------------------------
J. Merritt Belisle .
---------------------------------------------------------------------------
(It is recommended that you verify #4 by calling 512-463-5555 before filing
this form.)

5. A. The name of the NEW registered agent is
---------------------------------
C T CORPORATION SYSTEM
--------------------------------------------------------------------------.
OR
B. The registered agent will not change.
------

6. Following the changes shown above, the address of the registered office and
the address of the office of the registered agent will continue to be
identical, as required by law.

7. The changes shown above were authorized by: (check one)
A. XX The Board of Directors.
------
B. An officer of the corporation so authorized by the Board of
------
Directors.

/s/ J. MERRITT BELISLE
---------------------------
An Authorized Officer

<PAGE> 1
EXHIBIT 3.22

TELEVISION ENTERPRISES, INC.

AMENDED AND
RESTATED BYLAWS

ARTICLE I.
OFFICES

Section 1.1. Registered Office. The registered office of the
Corporation within the State of Texas shall be located at the principal place
of business in said state of such corporation or individual acting as the
Corporation's registered agent in Texas.

Section 1.2. Other Offices. The Corporation may also have offices and
places of business at such other places both within and without the State of
Texas as the Board of Directors may from time to time determine or the business
of the Corporation may require.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 2.1. Place of Meetings. All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place within
or without the State of Texas as shall be stated in the notice of the meeting
or in a duly executed waiver or notice thereof.

Section 2.2. Annual Meetings. The annual meeting of stockholders shall
be held at such time on such day, other than a legal holiday, in the third
month next succeeding the month in which the fiscal year of the Corporation
ends, as the Board of Directors in each such year determines. At the annual
meeting, the stockholders entitled to vote for the election of directors shall
elect, by a plurality vote, a Board of Directors and transact such other
business as may properly come before the meeting.

Section 2.3. Special Meetings. Special meetings of shareholders, for
any purpose or purposes, may be called by the President or the Board of
Directors and shall be called promptly by the President at the written request
of a majority of the entire Board of Directors or the holders of record of at
least twenty-five per cent (25%) of the issued and outstanding shares of stock
of the Corporation entitled to vote. Any such request shall state the purpose
or purposes of the proposed meeting. At any special meeting of stockholders,
only such business may be transacted as is related to the purpose or purposes
set forth in the notice of such meeting.

Section 2.4. Notice of Meetings. Written notice of every meeting of
stockholders, stating the place, date and hour thereof and, in case of a
special meeting of stockholders, the purpose or purposes thereof and the person
or persons by whom or at whose direction such meeting has been called and such
notice is being issued, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail,
by or at the direction of the President, the Secretary, or the persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the stock transfer books of the Corporation. Nothing herein
contained shall preclude the stockholders from waiving notice as provided in
Section 4.1 hereof.
<PAGE> 2
Section 2.5. Quorum. The holders of a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote, represented in
person or by proxy, shall be necessary to and shall constitute a quorum for the
transaction of business at any meeting of stockholders. If, however, such
quorum shall not be present or represented at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might not have been
transacted at the meeting as originally noticed. Notwithstanding the
foregoing, if after any such adjournment the Board of Directors shall fix a new
record date for the adjourned meeting, or if the adjournment is for more than
thirty (30) days, a notice of such adjourned meeting shall be given as provided
in Section 2.4 of these Bylaws, but such notice may be waived as provided in
Section 4.1 hereof.

Section 2.6. Voting. At each meeting of the stockholders, each holder
of record of shares of stock entitled to vote shall be entitled to vote in
person or by proxy, and each such holder shall be entitled to one vote for
every share standing in his name or the books of the Corporation as of the
record date fixed by the Board of Directors or prescribed by law and, if a
quorum is present, a majority of the shares of such stock present or
represented at any meeting of stockholders shall be the vote of the
stockholders with respect to any item of business, unless otherwise provided by
any applicable provision of law, by these Bylaws or by the Certificate of
Incorporation.

Section 2.7. Proxies. Every stockholder entitled to vote at a meeting
or to express consent or dissent without a meeting or a stockholder's duly
authorized attorney-in-fact may authorize another person or persons to act for
him by proxy. Each proxy shall be in writing executed by the stockholder
giving the proxy or by his duly authorized attorney. No proxy shall be valid
after the expiration of three (3) years from its date, unless a longer period
is provided for in the proxy. Unless and until voted, every proxy shall be
revocable at the pleasure of the person who executed it, or his legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.

Section 2.8. Consents. Whenever a vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provision of statute or of the Certificate of Incorporation or
these Bylaws, the meeting, prior notice thereof and vote of stockholders may be
dispensed with if the holders of shares having not less than the minimum number
of votes that would have been necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted
shall consent in writing to the taking of such action. Where corporate action
is taken in such matter by less than unanimous written consent, prompt written
notice of the taking of such action shall be given to all stockholders who have
not consented in writing thereto.

Section 2.9. Stock Records. The Secretary or agent having charge of
the stock transfer books shall make, at least ten (10) days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order and showing
the address of and the number and class and series, if any, of shares held by
each. Such list, for a period of ten (10) days prior to such meeting, shall be
kept at the principal place of business of the Corporation or at the office of
the transfer agent or registrar of the Corporation and such other places as
required by statute and shall be subject to inspection by any stockholder at
any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder at any time during the meeting.

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<PAGE> 3
ARTICLE III.
DIRECTORS

Section 3.1. Number. The number of directors of the Corporation which
shall constitute the entire Board of Directors shall be fixed from time to time
by a vote of a majority of the entire Board and shall be not less than one (1)
nor more than seven (7). The first Board of Directors shall consist of one
member.

Section 3.2. Qualifications, Election and Tenure. Directors shall be
at least eighteen (18) years of age but need not be residents of the State of
Texas. Directors need not be stockholders of the Corporation. Except as
otherwise provided in these Bylaws, directors shall be elected at the annual
meeting of stockholders, and each director so elected shall hold office until
the next annual meeting of stockholders and until his successor has been
elected and has qualified.

Section 3.3. Resignation and Removal. Any director may resign at any
time upon notice of resignation. Any director may be removed at any time by
vote of the stockholders then entitled to vote for the election of directors at
a special meeting called for that purpose, either with or without cause.

Section 3.4. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason whatsoever shall
be filled by vote of the Board. If the number of directors then in office is
less than a quorum, such newly created directorships and vacancies may be
filled by a vote of a majority of the directors then in office. Any director
elected to fill a vacancy shall be elected until the next meeting of
stockholders at which the election of directors is in the regular course of
business, and until his successor has been elected and qualified.

Section 3.5. Powers and Duties. Subject to the applicable provisions
of law, these Bylaws or the Certificate of Incorporation, but in furtherance
and not in limitation of any rights therein conferred, the Board of Directors
shall have the control and management of the business and affairs of the
Corporation and shall exercise all such powers of the Corporation and do all
such lawful acts and things as may be exercised by the Corporation.

Section 3.6. Place of Meetings. All meetings of the Board of
Directors may be held either within or without the State of Texas.

Section 3.7. Annual Meetings. An annual meeting of each newly elected
Board of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting to the newly elected directors
shall be necessary in order legally to constitute the meeting, provided a
quorum shall be present, or the newly elected directors may meet at such time
and place as shall be fixed by the written consent of all of such directors.

Section 3.8. Regular Meetings. Regular meetings of the Board of
Directors may be held upon such notice or without notice, and at such time and
at such place as shall from time to time be determined by the Board.

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<PAGE> 4
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

Section 3.10. Notice of Meetings. Notice of each special meeting of
the Board (and of each regular meeting for which notice shall be required)
shall be given by the President, and the Secretary or an Assistant Secretary
and shall state the place, date and time of the meeting. Notice of each such
meeting shall be given orally or shall be mailed to each director at his
residence or usual place of business. If notice of less than one week is
given, it shall be oral, whether by telephone or in person, or sent by special
delivery mail or overnight courier service. If mailed, the notice shall be
given when deposited in the United States mail, postage prepaid. Notice of any
meeting need not be given to any director who shall submit, either before or
after the meeting, a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him.
Notice of any adjourned meeting, including the place, date and time of the new
meeting, shall be given to all directors not present at the time of the
adjournment, as well as to the other directors unless the place, date and time
of the new meeting is announced at the adjourned meeting. Nothing herein
contained shall preclude the directors from waiving notice as provided in
Section 4.1 hereof.

Section 3.11. Quorum and Voting. At all meetings of the Board of
Directors a majority of the entire Board shall be necessary to and shall
constitute a quorum for the transaction of business at any meeting of
directors, unless otherwise provided by any applicable provision of law, by
these Bylaws, or by the Certificate of Incorporation. The act of a majority of
the directors present at the time of the vote, if a quorum is present at such
time, shall be the act of the Board of Directors, unless otherwise provided by
any applicable provision of law, by these Bylaws or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, until a quorum shall be present.

Section 3.12. Compensation. The Board of Directors, by the
affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the Corporation as directors, officers or otherwise.

Section 3.13. Books and Records. The directors may keep the books of
the Corporation, except such as are required by law to be kept within the
state, outside of the State of Texas, at such place or places as they may from
time to time determine.

Section 3.14. Action Without a Meeting. Any action required or
permitted to be taken by the Board, or by a committee of the Board, may be
taken without a meeting if all members of the Board or the committee, as the
case may be, consent in writing to the adoption of a resolution authorizing the
action. Any such resolution and the written consents thereto by the members of
the Board or committee shall be filed with the minutes of the proceedings of
the Board or committee.

Section 3.15. Telephone Participation. Any one or more members of the
Board, or any committee of the board, may participate in a meeting of the Board
or committee by means of a conference telephone call or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.

4
<PAGE> 5
Section 3.16. Committees of the Board. The Board, by resolution
adopted by a majority of the entire Board, may designate one or more
committees, each consisting of one or more directors. The Board may designate
one or more directors as alternate members of any such committee. Such
alternate members may replace any absent member or members at any meeting of
such committee. Each committee (including the members thereof) shall serve at
the pleasure of the Board and shall keep minutes of its meetings and report the
same to the Board. Except as otherwise provided by law, each such committee,
to the extent provided in the resolution establishing it, shall have and may
exercise all the authority of the Board with respect to all matters. However,
no such committee shall have power or authority to:

(a) amend the Certificate of Incorporation;

(b) adopt an agreement of merger or consolidation;

(d) recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution;

(e) amend these Bylaws; and unless expressly so provided by
resolution of the Board, no such committee shall have power or
authority to:

(f) declare a dividend; or

(g) authorize the issuance of shares of the Corporation of any
class.

ARTICLE IV.
WAIVER

Section 4.1. Waiver. Whenever a notice is required to be given by any
provision of law, by these Bylaws, or by the Certificate of Incorporation, a
waiver thereof in writing, whether before or after the time stated therein,
shall be deemed equivalent to such notice. In addition, any stockholder
attending a meeting of stockholders in person or by proxy without protesting
prior to the conclusion of the meeting the lack of notice thereof to him, and
any director attending a meeting of the Board of Directors without protesting
prior to the meeting or at its commencement such lack of notice, shall be
conclusively deemed to have waived notice of such meeting.

ARTICLE V.
OFFICERS

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<PAGE> 6
Section 5.2. Other Officers. The Board of Directors may appoint such
other officers and agents, including one or more Vice Presidents, Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it shall at
any time or from time to time deem necessary or advisable.

Section 5.4. Tenure and Removal. The officers of the Corporation
shall be elected or appointed to hold office until their respective successors
are elected or appointed. All officers shall hold office at the pleasure of
the Board of Directors, and any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors for cause or
without cause at any regular or special meeting.

Section 5.5. Vacancies. Any vacancy occurring in any office of the
Corporation, whether because of death, resignation or removal, with or without
cause, or any other reason, shall be filled by the Board of Directors.

Section 5.6. Compensation. The salaries and other compensation of all
officers and agents of the Corporation shall be fixed by or in the manner
prescribed by the Board of Directors.

Section 5.7. Chairman of the Board. The Chairman of the Board shall
be the chief administrative and executive officer of the Corporation. The
Chairman of the Board shall preside at all meetings of the stockholders and the
directors and shall see to it that all orders and resolutions of the Board of
Directors are carried into effect.

Section 5.8. President. The President shall have general and active
management of the business and affairs of the Corporation and be responsible
for its day-to-day operations, subject to the control of the Board of
Directors.

Section 5.9. Vice Presidents. Each Vice President, if any, shall have
such powers and shall perform such duties as may from time to time be assigned
to him by the Board of Directors.

Section 5.10. Secretary. The Secretary shall attend all meetings of
the stockholders and all meetings of the Board of Directors and shall record
all proceedings taken at such meetings in a book to be kept for that purpose;
he shall see that all notices of meetings of stockholders and meetings of the
Board of Directors are duly given in accordance with the provisions of these
Bylaws or as required by law; he shall be the custodian of the records and of
the corporate seal or seals of the Corporation; he, or an Assistant Secretary,
shall have authority to affix the corporate seal or seals to all documents, the
execution of which, on behalf of the Corporation, under its seal, is duly
authorized, and when so affixed it may be attested by his signature or the
signature of such Assistant Secretary; and in general, he shall perform all
duties incident to the office of the Secretary of a corporation, and such other
duties as the Bard of Directors may from time to time prescribe.

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<PAGE> 7
Section 5.11. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit, or cause to be deposited, in the name and to the
credit of the Corporation, all moneys and valuable effects in such banks, trust
companies, or other depositories as shall from time to time be selected by the
Board of Directors. He shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; he shall render to the
President and to each member of the Board of Directors, whenever requested, an
account of all of his transactions as Treasurer and of the financial condition
of the Corporation; and in general, he shall perform all of the duties incident
to the office of the Treasurer of a corporation, and such other duties as the
Board of Directors may from time to time prescribe.

Section 5.12. Other Officers. The Board of Directors may also elect
or may delegate to the President the power to appoint such other officers as it
may at any time from time to time deem advisable, and any officers so elected
or appointed shall have such authority and perform such duties as the Board of
Directors or the President, if he shall have appointed them, may from time to
time prescribe.

ARTICLE VI.
PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1. Form and Signature. The shares of the Corporation shall
be represented by certificates signed by the President or any Vice President
and by the Secretary or any Assistant Secretary or the Treasurer or any
Assistant Treasurer, and shall bear the seal of the Corporation or a facsimile
thereof. Each certificate representing shares shall state upon its face (a)
that the Corporation is formed under the laws of the State of Texas, (b) the
name of the person or persons to whom it is issued, (c) the number of shares
which such certificate represents and (d) the par value, if any, of each share
represented by such certificate.

Section 6.2. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares of stock to receive dividends or other distributions,
and to vote as such owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares of stock, and shall not
be bound to recognize any equitable or legal claim to or interest in such
shares on the part of any other person.

Section 6.3. Transfer of Stock. Upon surrender to the Corporation or
the appropriate transfer agent, if any, of the Corporation, of a certificate
representing shares of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and, in the event that the
certificate refers to any agreement restricting transfer of the shares which it
represents, proper evidence of compliance with such agreement, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

Section 6.4. Lost Certificates, etc. The Corporation may issue a new
certificate for shares in place of any certificate theretofore issued by it,
alleged to have been lost, mutilated, stolen or destroyed, and the Board may
require the owner of such lost, mutilated, stolen or destroyed certificate, or
his legal representatives, to make an affidavit to that fact and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation on account of the alleged loss,
mutilation, theft or destruction of any such certificate or the issuance of any
such new certificate.

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<PAGE> 8
Section 6.5. Record Date. For the purpose of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to express written consent to any corporate
action without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix, in advance, a record date. Such date shall not be more than
sixty (60) nor less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action.

Section 6.6. Regulations. Except as otherwise provided by law, the
Board may make such additional rules and regulations, not inconsistent with
these Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the Corporation. The Board
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars and may require all certificates for
shares of capital stock to bear the signature or signatures of any of them.

ARTICLE VII.
GENERAL PROVISIONS

Section 7.1. Dividends and Distributions. Dividends and other
distributions upon or with respect to outstanding shares of stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, bonds, property, or in stock of the
Corporation. The Board shall have full power and discretion, subject to the
provisions of the Certificate of Incorporation or the terms of any other
corporate document or instrument binding upon the Corporation to determine
what, if any, dividends or distributions shall be declared and paid or made.

Section 7.2. Checks, etc. All checks or demands for money and notes
or other instruments evidencing indebtedness or obligations of the Corporation
shall be signed by such officer or officers or other person or persons as may
from time to time be designated by the Board of Directors.

Section 7.3. Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal Texas." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

Section 7.4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 7.5. General and Special Bank Accounts. The Board may
authorize from time to time the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board
may designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may be delegated by the Board
from time to time. The Board may make such special rules and regulations with
respect to such bank accounts, not inconsistent with the provisions of these
Bylaws, as it may deem expedient.

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ARTICLE VIII.
INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS

Section 8.1. Indemnification by Corporation. To the extent permitted
by law, the Corporation shall indemnify any person against any and all
judgments, fines, amounts paid in settling or otherwise disposing of actions or
threatened actions, and expenses in connection therewith, incurred by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

ARTICLE IX.
ADOPTION AND AMENDMENTS

Section 9.1. Power to Amend. These Bylaws may be amended or repealed
and any new Bylaw may be adopted by the Board of Directors; provided that these
Bylaws and any other Bylaws amended or adopted by the Board of Directors may be
amended or repealed, and any Bylaws repealed by the Board of Directors may be
reinstated, and new Bylaws may be adopted, by the stockholders of the
Corporation entitled to vote at the time for the election of directors.

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CERTIFICATE BY SECRETARY

The undersigned, being the secretary of the Corporation, hereby
certifies that the foregoing amended and restated code of bylaws was duly
adopted by the board of directors of the Corporation effective on the 17th day
of February, 1997.

IN WITNESS WHEREOF, I have signed this certification as of the 17th day
of February, 1997.

/s/ BRYAN NOTEBOOM
-------------------------------
Bryan Noteboom, Secretary

<PAGE> 1
EXHIBIT 3.23

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF LIMITED PARTNERSHIP OF "BLACK CREEK COMMUNICATIONS, L.P.", FILED IN
THIS OFFICE ON THE NINETEENTH DAY OF MAY, A.D. 1998, AT 4:01 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2898367 8100 AUTHENTICATION: 9209073

981283369 DATE: 07-21-98
<PAGE> 2

STATE OF DELAWARE

CERTIFICATE OF LIMITED PARTNERSHIP

BLACK CREEK COMMUNICATIONS, L.P.

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the
Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17,
do hereby certify as follows:

The name of the limited partnership is Black Creek Communications, L.P.

The name and address of the Registered Agent is The Corporation Trust
Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

The name and mailing address of each general partner is as follows:

Black Creek Management, L.L.C.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Limited Partnership of Black Creek Communications, L.P. as of this 19th day of
May, 1998.

BLACK CREEK MANAGEMENT,L.L.C.

BY: /s/ J. MERRITT BELISLE
-----------------------
J. Merritt Belisle
Manager

<PAGE> 1
EXHIBIT 3.24

AGREEMENT OF LIMITED PARTNERSHIP
OF
BLACK CREEK COMMUNICATIONS, L.P.
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C> <C>
1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Terms Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2 GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.1 Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Principal Place of Business; Registered Office; Registered Agent . . . . . . . . . . . . . . 4
2.4 Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3 CAPITAL CONTRIBUTIONS - PARTNERSHIP INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 Initial Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Additional Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.4 Failure to Make Additional Capital Contributions . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Determination of Existing Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.6 Partner Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.7 Other Matters Relating to Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . 9
3.8 Deficit Capital Account Balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.9 Partnership Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

4 RIGHTS AND POWERS OF THE GENERAL PARTNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.1 Duties of General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Illustrative Rights and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Major Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 Management of Cable System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.5 Budget; Operating Reserve Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.6 Payment of Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.7 Exercise of Rights and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.8 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.9 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.10 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.11 Removal of General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.12 Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

5 LIMITED PARTNER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.1 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

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<PAGE> 3
<TABLE>
<S> <C> <C> <C>
5.2 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.3 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.4 Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.5 Death, Bankruptcy, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.6 Encumbrance of Limited Partner's Interest . . . . . . . . . . . . . . . . . . . . . . . . . 18

6 ALLOCATIONS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.1 Allocation of Net Income and Loss from Operations . . . . . . . . . . . . . . . . . . . . . 18
6.2 Distributions of Cash Flow from Operations . . . . . . . . . . . . . . . . . . . . . . . . 19
6.3 Allocation of Income, Gain, Loss and Deduction Upon a Major Capital Event and Liquidating
Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4 Distributions of Cash Flow from Major Capital Events . . . . . . . . . . . . . . . . . . . 20
6.5 Limitations on Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.6 Distributions Upon Liquidation of Partnership . . . . . . . . . . . . . . . . . . . . . . . 22
6.7 Liquidation of Partner's Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.8 In-Kind Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.9 Additional Tax Allocation Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

7 FISCAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.1 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.2 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
7.3 Reports and Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.4 Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.5 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.6 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.7 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

8 TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.1 Restriction on Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.2 Transfers Requiring Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.3 Permitted Sales after Right of First Refusal Is Given . . . . . . . . . . . . . . . . . . . 28
8.4 Permitted Transfers to Specified Parties . . . . . . . . . . . . . . . . . . . . . . . . . 28
8.5 Buy-Sell Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.6 Assumption by Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.7 Cost of Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.8 Effect of Attempted Disposition in Violation of this Agreement . . . . . . . . . . . . . . 31

9 RESIGNATION, WITHDRAWAL AND REMOVAL OF GENERAL PARTNER: ADMISSION OF NEW GENERAL PARTNER . . . . . . . . . . 31
9.1 Voluntary Resignation or Withdrawal of the General Partner . . . . . . . . . . . . . . . . 31
9.2 Substitute and Additional General Partners . . . . . . . . . . . . . . . . . . . . . . . . 31
9.3 Admission of a Successor General Partner . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

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<PAGE> 4
<TABLE>
<S> <C> <C> <C>
10 DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.2 Wind-Up of Affairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
11.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
11.2 Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.3 Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.5 Provisions Severable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.8 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.9 APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
11.10 NOTICE OF INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

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<PAGE> 5
AGREEMENT OF LIMITED PARTNERSHIP
OF
BLACK CREEK COMMUNICATIONS, L.P.

This Agreement of Limited Partnership of BLACK CREEK COMMUNICATIONS,
L.P. (the "Agreement") is entered into by and among BLACK CREEK MANAGEMENT,
L.L.C., a Delaware limited liability corporation ("Management"), as the general
partner (the "General Partner") and CLASSIC CABLE, INC. ("Classic"), a Delaware
corporation, as the limited partner (the "Limited Partner").

R E C I T A L S :

A. Management and Classic desire to form a limited partnership
under the laws of the State of Delaware for the purpose of owning and operating
certain cable systems (hereinafter defined).

B. In connection with the formation of such limited partnership,
Management and Classic wish to set forth their respective rights and
obligations as members thereof.

A G R E E M E N T :

NOW THEREFORE, in consideration of the mutual covenants set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the General Partner and the
Limited Partner agree as follows:

1
DEFINITIONS

1.1 TERMS DEFINED. When used in this Agreement, the
following terms shall have the meanings set forth below:

"Act" shall mean the Delaware Revised Limited Partnership Act
as set forth in Delaware Code Annotated Title 6, Chapter 17, as
subsequently amended.

"Additional Capital Contributions" shall have the meaning set
forth in Section 3.2.

"Affiliate" shall mean a Person, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or
under common control with the Person in question. The term "control,"
as used in the immediately preceding sentence, means, with respect to
an entity that is a corporation, the right to exercise, directly or
indirectly, more than 50% of the voting rights attributable to the
shares of such corporation and, with respect to a Person that is not a
corporation, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such
Person.

"Budget" shall have the meaning set forth in Section 4.6.
<PAGE> 6
"Cable System" shall mean cable television systems which are
franchised or hold other operating authority in and around the
communities listed on "Exhibit A".

"Capital Contribution" shall mean the cash and the fair market
value of property other than cash (net of liabilities which the
Partnership assumes or takes the property subject to) contributed to
the capital of the Partnership by a Partner.

"Cash Flow" shall mean, for the period in question, or in the
case of a Major Capital Event, the event in question, the amount by
which the aggregate cash receipts of the Partnership from any source
(including loans and Capital Contributions) exceed the sum of the cash
expenditures of the Partnership plus a cash reserve in the amount
provided for in the Budget, or if not so provided, as determined by
the General Partner to be sufficient to meet the working capital
requirements of the Partnership.

"Certificate" shall mean the Certificate of Limited
Partnership filed upon behalf of the Partnership with the Secretary of
State of Delaware in accordance with all applicable statutes.

"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations thereunder.

"Cure Date" shall have the meaning set forth in Section 3.4.

"Curing Partner" shall have the meaning set forth in Section
3.4.

"Exhibit" shall mean an exhibit attached to this Agreement.

"Failing Partner" shall have the meaning set forth in Section
3.4.

"Failure Date" shall have the meaning set forth in Section
3.4.

"General Partner" shall mean Management, so long as such
Person shall continue as a general partner hereunder, and any other
Person who has been admitted as and continues to be, a general partner
of the Partnership.

"Interest Rate" shall have the meaning set forth in Section
3.4.

"Limited Partner" shall mean Classic, so long as each such
Person shall continue as a limited partner hereunder, and any other
Person who has been admitted as, and who continues to be, a limited
partner of the Partnership.

"Liquidating Event" shall mean the sale, condemnation or
exchange of all or substantially all of the Store, or other
transaction which, individually or together with any similar
transaction or transactions, results in the disposition of all or
substantially all of the

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<PAGE> 7
Store and occurs in the course of liquidation of the Partnership or
upon and with respect to which event the Partnership is dissolved and
wound up and all payments, including payments on any promissory notes,
have been received.

"Major Capital Event" shall mean any event (excluding a
Liquidating Event) arising other than in the ordinary course of the
Partnership's business, including, without limitation: (i) the sale of
less than substantially all of the Store; (ii) a condemnation of less
than substantially all of the Store; (iii) the recovery of damage
awards or settlements or insurance proceeds from the loss of or damage
to the Store; and (iv) a borrowing or refinancing. The General
Partner's designation of an event as a Major Capital Event shall be
binding upon the Partners and the Partnership absent manifest error.

"Major Decision" shall have the meaning set forth in Section
4.3.

"Majority in Interest" shall mean Partners (or Partners of a
designated class) owning more than 50% of the Partnership Interests
(or Partnership Interests of the designated class).

"Negative Cash Flow" shall mean, for the period in question,
the amount by which the operating expenses, capital expenditures and
debt service of the Partnership due and payable within the period in
question exceed the cash amounts held by the Partnership or which are
expected to be received by the Partnership within the period in
question and which are or will be available for payment of such
expenses and debt service.

"Operations" shall mean all activities arising in the ordinary
course of the Partnership's business not constituting a Major Capital
Event or a Liquidating Event.

"Partners" shall mean the General Partner and the Limited
Partner. "Partner" shall mean any one of the Partners.

"Partnership" shall mean the limited partnership created and
existing pursuant hereto.

"Partnership Interest" shall mean a Partner's interest,
expressed as a percentage in Section 3.9, in the income, gains,
losses, deductions, tax credits, voting rights and distributions of
the Partnership as may be affected by the provisions of this Agreement
and as may thereafter be adjusted.

"Person" shall mean an individual, partnership, joint venture,
corporation, limited liability company, trust, estate or other entity
or organization.

"Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative, any appeal in such an action, suit or
proceeding, and any inquiry or investigation that could lead to such
an action, suit or proceeding.

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<PAGE> 8
"Section" shall mean any section or subsection in this
Agreement.

"Service" shall mean the Internal Revenue Service.

"Transfers" shall mean the sale, transfer, conveyance,
assignment, pledge, hypothecation, mortgage or other encumbrance or
disposition of all or any part of a Partnership Interest.

"Unreturned Capital Contributions" shall mean, as to each
Partner, the aggregate Capital Contributions made to the Partnership
by such Partner reduced by the aggregate distributions to such Partner
from the Partnership pursuant to Sections 6.2(a) and (b) and 6.4(a)
and (b).

"Valuation Period" shall have the meaning set forth in Section
3.5.

1.2 NUMBER AND GENDER. Whenever the context requires,
references in this Agreement to the singular number shall
include the plural, and the plural number shall include the
singular, and words denoting gender shall include the
masculine, feminine and neuter.

2
GENERAL

2.1 FORMATION. The Partners hereby create and establish
the Partnership as a limited partnership pursuant to the Act
for the purposes hereinafter described. The General Partner
shall execute and file on behalf of the Partners and the
Partnership a Certificate in accordance with applicable
statutory requirements in such offices and places as may be
required by the laws of the State of Delaware.

2.2 NAME. The business of the Partnership shall be
conducted under the name "Black Creek Communications, L.P."

2.3 PRINCIPAL PLACE OF BUSINESS; REGISTERED OFFICE;
REGISTERED AGENT. The principal place of business, the
principal office and the registered office of the Partnership
shall be at 515 Congress, Suite 2626, Austin, Texas. The
General Partner may change the principal place of business of
the Partnership to any other place with the written consent of
the Limited Partner. The registered agent shall be Black
Creek Management, L.L.C.

2.4 PURPOSES. The purposes of the Partnership shall be
to own and operate the Cable Systems and to do any and all
other acts and things necessary, incidental or convenient to
carry on the Partnership business as contemplated under this
Agreement.

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<PAGE> 9
2.5 TERM. The Partnership shall continue until
terminated pursuant to Section 10.1.

3
CAPITAL CONTRIBUTIONS - PARTNERSHIP INTERESTS

3.1 INITIAL CAPITAL CONTRIBUTIONS.

(a) General Partner. Upon the execution of this
Agreement, the General Partner shall make an initial
Capital Contribution to the Partnership of cash in an
amount equal to $1,000.

(b) Limited Partner. Upon the execution of this
Agreement, the Limited Partner shall make an initial
Capital Contribution to the Partnership of cash in an
amount equal to $1,000.

3.2 ADDITIONAL CAPITAL CONTRIBUTIONS. At the request of
the General Partner each Partner shall make, but shall not be
personally liable to make, additional Capital Contributions
("Additional Capital Contributions") to the Partnership in an
amount equal to such Partner's pro rata share, based on its
respective Partnership Interest, of all Negative Cash Flow
from Operations of the Partnership. A Partner's pro rata
share shall be the product of the Additional Capital
Contribution then due multiplied by such Partner's respective
Partnership Interest. Such Partner's pro rata share shall be
paid to the Partnership no later than the date specified by
the General Partner.

3.3 CAPITAL ACCOUNTS. The Partnership shall establish
and maintain a capital account ("Capital Account") for each
Partner in accordance with Section 704(b) of the Code and
Treasury Regulations Section 1.704-1(b)(2)(iv). Except as
otherwise provided in this Agreement, the Capital Account
balance of each Partner shall be credited (increased) by (i)
the amount of cash contributed by such Partner to the capital
of the Partnership, (ii) the fair market value of property
contributed by such Partner to the capital of the Partnership
(net of liabilities secured by such property that the
Partnership assumes or takes subject to under Code Section
752), and (iii) such Partner's allocable share of Partnership
income and gain (or items thereof) including income and gain
exempt from federal taxation and income and gain attributable
to adjustments to reflect book value pursuant to Regulations'
Section 1.704-1(b)(2)(iv)(g), but excluding income and gain
attributable to tax items which differ as a result of the
revaluation of Partnership property as described in
Regulations' Section 1.704-1(b)(4), and the Capital Account
balance of each Partner shall be debited (decreased) by (i)
the amount of cash distributed to such Partner, (ii) the fair
market value of property distributed to such Partner (net of
liabilities secured by such property which the Partner assumes
or takes subject to under Code Section

-5-
<PAGE> 10
752), (iii) such Partner's allocable share of expenditures of
the Partnership described in Code Section 705(a)(2)(B), and
(iv) such Partner's allocable share of Partnership losses,
depreciation and other deductions (or items thereof) including
loss and deduction attributable to adjustments to reflect book
value pursuant to Regulations' Section 1.704-1(b)(2)(iv)(g)
but excluding expenditures described in (iii) above and loss
or deduction attributable to tax items which differ as a
result of the revaluation of Partnership property or excess
percentage depletion as described in Regulations' Section
1.704- 1(b)(4)(i) and (ii). Notwithstanding the foregoing, a
Partner's Capital Account shall not be adjusted to reflect
gain or loss attributable to the disposition of property
contributed by such Partner to the extent such Partner's
Capital Account reflected such inherent gain or loss in the
property on the date of its contribution to the Partnership.

3.4 FAILURE TO MAKE ADDITIONAL CAPITAL CONTRIBUTIONS. If
any Partner (a "Failing Partner") shall fail or refuse to make
any Additional Capital Contribution when required, and such
failure or refusal shall have continued for a period of five
(5) days following written demand therefor by the General
Partner, then after the expiration of the five (5) day grace
period (the "Failure Date") the other Partners, in proportion
to the Partnership Interests of such Partners who exercise the
following election (collectively, the "Curing Partner") may,
at their sole discretion do either of the following on or
before forty-five (45) days after the Failure Date (the "Cure
Date"), in addition to any other remedies available at law:

(a) Make a nonrecourse loan to the Failing
Partner through an advance to the Partnership on
behalf of the Failing Partner in the amount of the
Failing Partner's required Additional Capital
Contribution. If the Curing Partner makes such a
loan, the Failing Partner and its Partnership
Interest shall be credited with such Additional
Capital Contribution and said loan advance shall bear
interest at the rate of the lesser of the base or
prime interest rate of four (4) plus two percent (2%)
per annum, or the highest rate permitted by law (the
"Interest Rate"). Thereafter, all Partnership
distributions or withdrawals attributable to the
Failing Partner's Partnership Interest shall be paid
directly to the Curing Partner until such time as all
such loan amounts so advanced, together with accrued
interest thereon, shall have been fully repaid.
Further, the Curing Partner shall have and is hereby
granted a security interest in and lien upon the
Failing Partner's Partnership Interest to secure the
repayment of said loan advances and the accrued
interest thereon and shall have all rights to which a
secured party is entitled under the Delaware Uniform
Commercial Code, as amended including foreclosure.

(b) Make the Failing Partner's required
Additional Capital Contribution, in which event the
Failing Partner's Partnership Interest shall be
reduced and the Curing Partner's Partnership Interest
shall be correspondingly increased

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<PAGE> 11
to a percentage as determined by the application of
the Equity Adjustment Formula (herein so called) as
follows:

(i) The Failing Partner's Existing
Equity (herein so called) shall be determined
by multiplying the Failing Partner's
Partnership Interest immediately prior to the
Failure Date by the Partnership's Existing
Net Worth (herein so called) (less any
Capital Contributions made by any Partner
with respect to the additional capital call
from which the Failing Partner defaulted).
The Curing Partner's Existing Equity shall
likewise be determined by multiplying the
Curing Partner's Partnership Interest
immediately prior to the Failure Date by the
Partnership's Existing Net Worth (less any
aforesaid contributions).

(ii) The Partnership's New Net Worth
(herein so called) shall be determined by
adding to the Partnership's Existing Net
Worth the aggregate Additional Capital
Contributions made by all Partners with
respect to said call for Additional Capital
Contributions on or before the Cure Date (the
"Latest Additional Capital Contribution").

(iii) The Failing Partner's New Equity
(herein so called) shall be the same as the
Failing Partner's Existing Equity, but the
Curing Partner's New Equity shall be equal to
the sum of the Curing Partner's Existing
Equity plus the Curing Partner's portion of
the Latest Additional Capital Contribution
(including the portion made on behalf of the
Failing Partner).

(iv) The Failing Partner's new
Partnership Interest shall be the quotient
arrived at by dividing the Failing Partner's
New Equity by the Partnership's New Net Worth
and the Curing Partner's new Partnership
Interest shall be the quotient arrived at by
dividing the Curing Partner's New Equity by
the Partnership's New Net Worth.

At any time there is a dilution of a Failing Partner's Partnership
Interest pursuant to this Section 3.4(b), such Failing Partner shall
have the option of restoring his Partnership Interest by payment to
the Curing Partner of the Additional Capital Contribution paid by such
Curing Partner on behalf of such Failing Partner plus an amount equal
to the Interest Rate on such amounts, provided such payment is made no
later than six (6) months following the subject dilution.

If there is more than one Curing Partner, all decisions of the Curing
Partner shall be made by a Majority in Interest of the Curing
Partners. All expenses of the Curing Partners shall be shared pro
rata based upon their Partnership Interests.

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<PAGE> 12
If the Curing Partner elects to make a loan to the Failing Partner
pursuant to Section 3.4(a), then at any time thereafter while all or a
portion of such loan remains unpaid, the Curing Partner may convert
all, but not less than all of the entire outstanding balance of such
loan into a Capital Contribution, and the Partnership Interests of the
Failing Partner and the Curing Partner shall be adjusted at the time
of conversion in accordance with Section 3.4(b).

3.5 DETERMINATION OF EXISTING NET WORTH. The
Partnership's Existing Net Worth (i.e., the fair market value
of the Partnership's assets net of liabilities, goodwill and
going concern value) shall be determined as follows:

(a) First, by agreement between the Curing
Partner and the Failing Partner;

(b) Second, if no agreement as to the value can
be reached within ten (10) business days (the
"Valuation Period"), the Curing Partner and Failing
Partner shall each appoint, by written notice to the
other, an appraiser (which appraiser must be an
M.A.I.). If either party fails to appoint such
appraiser within ten (10) days following the
Valuation Period, then the appraiser who is appointed
shall select a second appraiser who is also an M.A.I.
Such two appraisers or the appraisers appointed by
the Curing Partner and the Failing Partner shall
proceed to determine the fair market value of the
Partnership's assets (excluding goodwill, going
business concern value, and net of liabilities); and

(c) If such two appraisers are unable to agree
upon a fair market value, then they shall jointly
appoint a third appraiser meeting the required
qualifications and the fair market value shall be
that amount upon which any two of such three
appraisers agree, or if no such agreement is reached,
that fair market value which represents the average
of the two fair market values determined by such
appraisers which are numerically closest to one
another, or, if all fair market values are
numerically equidistant, the average of all three
such fair market values. The Curing Partner and the
Failing Partner shall have the responsibility for
paying the appraiser who was, or who should have been
appointed by such Partner, and each shall pay one
half (1/2) of the costs and expenses of the third
appraiser if one is appointed.

All Partners agree to cooperate fully with the appraisers making the
determination of the Partnership's Existing Net Worth and further agree to
furnish such appraisers such documentation and information regarding the assets
of the Partnership being appraised as may be requested by said appraisers.

3.6 PARTNER LOANS. A Partner, or an Affiliate of a
Partner, may, but is not obligated to, loan or cause to be
loaned to the Partnership such additional sums as the General
Partner deems appropriate or necessary for the conduct of the
Partnership's

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<PAGE> 13
business. Loans made by a Partner, or an Affiliate of a
Partner, shall be upon such terms and for such maturities as
the General Partner deems reasonable in view of all the facts
and circumstances and the repayment of which may be designated
in priority to distributions of Cash Flow. In no event shall
a Partner be permitted to make a loan to the Partnership
pursuant to this Section 3.6, in lieu of making an Additional
Capital Contribution which it is obligated to make pursuant to
Section 3.2.

3.7 OTHER MATTERS RELATING TO CAPITAL CONTRIBUTIONS.

(a) Loans by any Partner to the Partnership shall
not be considered contributions to the capital of the
Partnership.

(b) No Partner shall be required to make
contributions to the capital of the Partnership
except to the extent expressly provided by this
Article III.

(c) No Partner shall be entitled to withdraw, or
to obtain a return of, any part of its contribution
to the capital of the Partnership, or to receive
property or assets other than cash in return thereof,
and no Partner shall be liable to any other Partner
for a return of its contributions to the capital of
the Partnership, except as provided in this
Agreement.

(d) No Partner shall be entitled to priority over
any other Partner, either with respect to a return of
its contributions to the capital of the Partnership,
or to allocations of taxable income, gains, losses or
credits, or to distributions, except as provided in
this Agreement.

(e) No interest shall be paid on any Partner's
Capital Contribution or Additional Capital
Contribution.

3.8 DEFICIT CAPITAL ACCOUNT BALANCES. Upon liquidation
of the Partnership, no Limited Partner with a deficit balance
in its Capital Account shall have any obligation to restore
such deficit balance, or to make any contribution to the
capital of the Partnership, except to the extent such Limited
Partner is personally liable to make contributions to the
capital of the Partnership pursuant to Article III of this
Agreement. Upon liquidation of the Partnership, the General
Partner shall be obligated to contribute to the capital of the
Partnership within ninety (90) days after the date of such
liquidation of an amount equal to the lesser of its deficit
Capital Account balance or an amount equal to 1.01% of the
aggregate Limited Partner Capital Contributions less the
aggregate Capital Contributions previously made by the General
Partner which amount shall be paid to the creditors of the
Partnership or distributed to the other Partners in accordance
with their positive Capital Account balances.

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<PAGE> 14
3.9 PARTNERSHIP INTERESTS. The Partnership Interest of
each Partner shall initially be as follows:

<TABLE>
<S> <C>
General Partner:

Management 0.1%

Limited Partner:

Classic 99.9%

TOTAL 100.0%
-------

</TABLE>

4
RIGHTS AND POWERS OF THE GENERAL PARTNER

4.1 DUTIES OF GENERAL PARTNER. The General Partner shall
be solely responsible for the operation and management of the
business of the Partnership, and, except as otherwise
expressly provided in this Agreement, shall possess all rights
and powers generally conferred by applicable law or deemed by
the General Partner as necessary, advisable or consistent in
connection therewith.

4.2 ILLUSTRATIVE RIGHTS AND POWERS. In addition to any
other rights and powers which it may possess by law, the
General Partner shall have all the specific rights, powers and
authorities required or appropriate to the operation and
management of the business of the Partnership which, by way of
illustration, but not by way of limitation, shall include the
right and power:

(a) to perform any and all acts necessary or
appropriate in connection with the business of the
Partnership, including, without limitation,
commencing, defending and settling litigation;

(b) to take and hold all property and assets of
the Partnership, real, personal and mixed, in the
name of the Partnership;

(c) subject to the provisions of Section 4.3, to
negotiate, execute and deliver contracts, deeds,
notes, leases, subleases, mortgages, bills of sale,
financing statements, security agreements and any and
all other instruments necessary or incidental to the
conduct of the business of the Partnership, and to
amend or modify any such instruments;

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<PAGE> 15
(d) to coordinate all accounting and clerical
functions of the Partnership and to employ such
accountants, lawyers, managers, agents and other
management or service personnel as may from time to
time be required to carry on the business of the
Partnership;

(e) if a Transfer has occurred in accordance with
this Agreement, to admit such transferee to the
Partnership and to amend this Agreement to reflect
such admission; and

(f) to develop, improve and maintain the Store in
accordance with the Budget; to enter into agreements
with others with respect to such development,
improvement or maintenance, which documents and
agreements may contain such terms, provisions and
conditions as the General Partner in its discretion
shall reasonably approve and which comply with the
Budget.

4.3 MAJOR DECISIONS. All Major Decisions (hereinafter
defined) with respect to the Partnership's business shall
require the approval of the following respective percentages
based on the Partnership Interests of the Partners.
Accordingly, notwithstanding anything to the contrary, no
Partner, including the General Partner, has the right or the
power to make any Major Decision on behalf of the Partnership
unless and until the same has been authorized by the required
percentage based on Partnership Interests. Any act or
decision with respect to the matters set forth in subsections
(a) and (b) below shall constitute a "Major Decision."

(a) The following Major Decisions require consent
of seventy-five percent (75%) based upon the
Partnership Interests of the Partners entitled to
vote:

(i) the approval of any tax election
which adversely affects a Limited Partner;

(ii) the approval of the Budget;

(iii) except as otherwise expressly
provided in this Agreement, the Transfer by a
Partner of its Partnership Interest; and

(iv) the merger or consolidation of the
Partnership with any other partnership,
whether foreign or domestic.

(v) all financing (including renewals,
modifications or extensions thereto) or
refinancing (whether interim, permanent or
otherwise); and

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<PAGE> 16
(vi) the sale or disposition of the Cable
Systems, or any portion thereof.

4.4 MANAGEMENT OF CABLE SYSTEM. The General Partner shall
operate and manage the Cable System on a day-to-day basis
within the financial parameters imposed by the Budget, and
shall perform for the Cable System all such other management
services with respect to the Cable System and the business of
the Cable System. Notwithstanding the foregoing, the General
Partner shall have the right, in its sole discretion, to
employ any competent management company as it shall select to
perform said management services.

4.5 BUDGET; OPERATING RESERVE ACCOUNT.

(a) The General Partner shall prepare and submit
to the Limited Partner a proposed budget annually, on
or before the sixtieth (60th) day prior to the end of
the Partnership's fiscal year, which shall set forth
the estimated revenues, capital expenditures and
operating expenses of the Partnership for the next
following fiscal year. The proposed budget shall be
reviewed by the Limited Partner and adjusted as they
deem appropriate. Thereafter, if a Majority in
Interest of the Partners agree on the proposed
budget, it shall become the "Budget" for the next
fiscal year. If no agreement is reached, the Budget
for the then current fiscal year shall apply, reduced
by nonrecurring items. The Budget for calendar year
1997 is attached as Exhibit "B".

(b) To the extent funds of the Partnership are
sufficient therefor, the General Partner shall
maintain an adequate reserve for operating expenses
and capital expenditures, in such amount as provided
in the Budget or if not so provided, as deemed
necessary by the General Partner for the proper
conduct of the business of the Partnership and the
operation of the Cable System.

4.6 PAYMENT OF COSTS AND EXPENSES. The Partnership shall
be responsible for paying all costs and expenses of forming
and continuing the Partnership, owning, operating and holding
the Cable System, and conducting the business of the
Partnership, including, without limitation, costs of
utilities, costs of furniture, fixtures, equipment and
supplies, insurance premiums, property taxes, advertising
expenses, accounting costs, legal expenses and office
supplies. If any such costs and expenses are or have been
paid by the General Partner, or any of its Affiliates, on
behalf of the Partnership, then such General Partner (or its
Affiliates) shall be entitled to be reimbursed for such
payment so long as such cost or expense was reasonably
necessary and was reasonable in amount.

4.7 EXERCISE OF RIGHTS AND POWERS. The General Partner
shall endeavor to operate and manage the business of the
Partnership to the best of its ability, in a

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<PAGE> 17
careful and prudent manner and in accordance with good
industry practice. The authority of the General Partner to
take any action required or permitted under the provisions of
this Agreement shall in all respects be exercised in its sole
and absolute discretion, and the General Partner shall be
required to devote only such time to the performance of its
duties and obligations hereunder as it shall, in its sole and
absolute discretion, determine to be necessary or advisable.
The General Partner shall be entitled to deal with its
Affiliates in the performance of its duties and obligations
under this Agreement, so long as the material terms and
conditions of such dealings are not substantially different
from the prevailing market terms, conditions and prices
available from non-Affiliated third parties.

4.8 COMPENSATION. Except as otherwise expressly provided
in this Agreement, the General Partner and its Affiliates
shall not be entitled to receive any compensation from the
Partnership. This Section 4.9 does not in any way limit the
General Partner's right to reimbursement pursuant to Section
4.7.

4.9 LIABILITY. The General Partner shall endeavor to
perform its duties under this Agreement with ordinary prudence
and in a manner reasonable under the circumstances. The
General Partner shall not be liable to the Partnership or the
Limited Partner for any loss or liability caused by any act,
or by the failure to do any act, unless such loss or liability
arises from the General Partner's intentional misconduct,
gross negligence or fraud. In no event shall the General
Partner be liable by reason of a mistake in judgment made in
good faith, or action or lack of action based on the advice of
legal counsel. Further, the General Partner shall in no event
be liable for its failure to take any action unless it is
specifically directed to take such action under the terms of
this Agreement.

4.10 INDEMNIFICATION. Upon the determination that such
indemnification is permissible under Section 107-108 of the
Act, the Partnership hereby indemnifies and holds harmless any
Person who is or was a General Partner (and its Affiliates)
against any and all losses, costs, expenses (including
reasonable attorneys' fees), penalties, taxes, fines,
settlements, damages and judgments resulting from the fact the
General Partner was, is or is threatened to be named a
defendant or respondent in a Proceeding because such Person
was or is a General Partner in the Partnership, EVEN IF SUCH
LOSSES, COSTS, EXPENSES ETC. WERE THE RESULT OF THE GENERAL
PARTNER'S OWN NEGLIGENCE. This indemnification shall only be
effective if the General Partner (i) acted in good faith, (ii)
reasonably believed that in instances that the General Partner
was acting in its official capacity that its conduct was in
the Partnership's best interest and in all other instances
that the General Partner's conduct was not opposed to the
Partnership's best interests, and (iii) in a criminal
proceeding, had no cause to believe its conduct was unlawful.
This indemnification shall in no event be applicable to a
Proceeding in which the General Partner has been found to be
liable for intentional misconduct, gross negligence or

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<PAGE> 18
fraud in the performance of the General Partner's duty to the
Partnership or the Limited Partner.

4.11 REMOVAL OF GENERAL PARTNER.

(a) The General Partner hereby covenants and
agrees not to retire or withdraw from the Partnership
as General Partner without the prior written consent
of a Majority in Interest of the Partners.

(b) Anything in paragraph (a) above to the
contrary notwithstanding, a Majority in Interest of
the Partners shall be entitled to remove the General
Partner upon (but only upon) delivery of written
notice to the General Partner of the occurrence of
any of the following events:

(1) Any act of the General Partner, or
its Affiliates, in contravention of the terms
or intent of any provision contained in this
Agreement;

(2) The bankruptcy or insolvency (as
defined in Section 10.1 herein) of the
General Partner;

(3) Entry of a final judgment by a court
of competent jurisdiction to the effect that
the General Partner was guilty of intentional
misconduct, gross negligence or fraud in
connection with any duty or obligation
hereunder;

(4) The misfeasance, malfeasance or
nonfeasance of the General Partner in
connection with its duties as such under this
Agreement;

(5) The indictment of the General
Partner, or an Affiliate of the General
Partner, of any crime under the laws of the
United States or any of its states or
possessions;

(6) The application or appropriation of
Partnership funds in a manner contrary to
that which is permitted under this Agreement;

(7) The appointment of a receiver for
all or substantially all of the assets of the
General Partner and the failure to have such
receiver discharged within thirty (30) days
of such appointment; or

(8) The bringing of any legal action
against the General Partner by a creditor of
the General Partner, or an Affiliate of the
General Partner, resulting in the attachment,
garnishment or sequestration of any portion
of the General Partner's Partnership Interest
and the

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<PAGE> 19
failure of the General Partner to have such
attachment, garnishment or sequestration
discharged within thirty (30) days of such
event.

The General Partner shall be deemed removed upon delivery to it of
notice of its removal. Subject to subsection (c) below, upon the
removal of the General Partner, the General Partner shall retain its
Partnership Interest as a Limited Partner with all the rights and
duties pertaining thereto.

(c) Upon the occurrence of any of the events
described in paragraph (b) above and an election by
at least a Majority in Interest of the Partners that
the General Partner be removed, a new General Partner
shall be elected by a vote of a Majority in Interest
of the remaining Partners and shall be admitted to
the Partnership as a General Partner. The newly
elected General Partner shall have a 0.1% Partnership
Interest which shall be derived solely out of the
removed General Partner's Partnership Interest. The
transfer of the 0.1% Partnership Interest from the
removed General Partner to the newly elected General
Partner shall be deemed to occur as of the date the
prior General Partner is removed without necessity of
any further action.

4.12 TAX MATTERS PARTNER.

(a) The General Partner is hereby designated as
the "tax matters partner" of the Partnership (as
defined in the Code) and is authorized and required
to represent the Partnership (at the Partnership's
expense) in connection with all examinations of the
Partnership's affairs by tax authorities, including
resulting administrative and judicial proceedings,
and to expend Partnership funds for professional
services and costs associated therewith. The Limited
Partner agree to cooperate with the General Partner
and to do or refrain from doing any or all things
reasonably required by the General Partner to conduct
such proceedings. In addition, each Limited Partner
agrees that: (i) it will not file a statement under
section 6224(c)(3)(B) of the Code prohibiting the tax
matters partner from entering into a settlement on
its behalf with respect to Partnership items; (ii) it
will not form or become a member of a group of
Partners having a 5% or greater interest in the
profits of the Partnership under section 6223(b)(2)
of the Code; and (iii) the General Partner is
authorized to file a copy of this Agreement with the
Service pursuant to section 6224(b) of the Code if
necessary to perfect the Limited Partner's waiver of
rights hereunder.

(b) As the tax matters partner, the General
Partner will give notice to all Partners, within 30
days (in advance, unless impossible), of:

(1) the receipt by the Partnership of
notification from the Service of its intent
to conduct an audit of the Partnership;

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<PAGE> 20
(2) the receipt of final Partnership
administrative adjustments pursuant to
section 6223 of the Code;

(3) any settlement by the General
Partner with the Service or any settlement by
any other Partner with the Service of which
the General Partner received notice;

(4) notice of the Partnership's filing
of a petition for judicial review of any
final partnership administrative adjustment
or an appeal of a judicial decision;

(5) notice of the Partnership's decision
not to file a petition for judicial review of
any final Partnership administrative
adjustment; and

(6) any other information required by
section 6223(g) of the Code.

(1) enter into a settlement agreement
with the Service with respect to any tax
audit or judicial review, in which agreement
the General Partner may expressly state that
the agreement will bind all Partners;

(2) file a petition for judicial review
of a final administrative adjustment pursuant
to section 6226 of the Code;

(3) intervene in any action brought by
any other Partner for judicial review of a
final administrative adjustment;

(4) file a request for an administrative
adjustment with the Service at any time and,
if any part of the request is not allowed by
the Service, to file a petition for judicial
review with respect to the request; and

(5) take any other action on behalf of
the Partners or the Partnership in connection
with any administrative or judicial tax
proceeding to the extent permitted by
applicable law or regulations.

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<PAGE> 21
(d) The Partnership shall reimburse the General
Partner for all expenses incurred by it in connection
with any administrative or judicial proceeding with
respect to the tax liabilities of the Partners.

5
LIMITED PARTNER MATTERS

5.1 LIMITATION OF LIABILITY. No Limited Partner shall be
bound by, or personally liable for, obligations or liabilities
of the Partnership beyond the amount of its required
contributions to the capital of the Partnership, and no
Limited Partner shall be required to contribute any capital to
the Partnership in excess of the contributions for which it is
personally liable for under Article III.

5.2 MANAGEMENT. No Limited Partner shall participate in
the operation or management of the business of the
Partnership, or transact any business for or in the name of
the Partnership, nor shall any Limited Partner have any right
or power to sign for or bind the Partnership in any manner.
The right of the Limited Partner to consent to and approve of
certain matters under the provisions of this Agreement shall
not be deemed a participation in the operation and management
of the business of the Partnership, or the exercise of control
over the Partnership's affairs.

5.3 CONSENTS. Any action requiring the consent or
approval of the Limited Partner under the provisions of this
Agreement shall be taken only if the consent or approval of
the Limited Partner is evidenced by written instrument
executed by such Limited Partner.

5.4 POWER OF ATTORNEY.

(a) The Limited Partner hereby irrevocably
severally appoints and constitutes the General
Partner, its successors and assigns hereunder as its
true and lawful attorney-in-fact, with full power and
authority, on its behalf and in its name, to execute,
acknowledge, swear to, deliver and, where
appropriate, file in such offices and places as may
be required by law:

(1) the Certificate, and any amendment
thereto authorized under this Agreement; and

(2) any amendment to this Agreement upon
compliance with this Agreement.

(b) The power of attorney granted by the Limited
Partner to the General Partner under paragraph (a)
above is a special power coupled with an interest and
is irrevocable, and may be exercised by any Person
who at the time of

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<PAGE> 22
exercise is a General Partner of the Partnership.
Such power of attorney shall survive the death or
legal disability of a Limited Partner and any
Transfers or abandonment of its Partnership Interest,
or its withdrawal from the Partnership.

5.5 DEATH, BANKRUPTCY, ETC. In no event shall the death,
incompetency, bankruptcy, insolvency or other incapacity of a
Limited Partner operate to dissolve the Partnership.

5.6 ENCUMBRANCE OF LIMITED PARTNER'S INTEREST. Any
Limited Partner may pledge, mortgage, hypothecate or otherwise
encumber its Partnership Interest for any purpose whatsoever
so long as such pledge, mortgage, hypothecation or other
encumbrance shall in no manner entitle any assignee or
successor Partner in this regard either before or after
foreclosure to any right to vote on any Partnership matters or
result in any direct or indirect interference with the
management of the Partnership by the General Partner and the
operation of the Partnership as set forth in this Agreement.

6
ALLOCATIONS AND DISTRIBUTIONS

6.1 ALLOCATION OF NET INCOME AND LOSS FROM OPERATIONS.
Net income and loss for each fiscal year from Operations shall
be determined for financial accounting purposes in accordance
with the method of accounting used for federal income tax
purposes and the books and records of the Partnership. Except
as provided in Sections 6.5 and 6.9(b), income, gain, loss and
deduction shall be allocated among the Partners as set forth
below.

(a) Net income and gain shall be allocated to the
Partners pro rata in accordance with their
Partnership Interests.

(b) Net loss and deduction shall be allocated to
the Partners pro rata in accordance with their
Partnership Interests.

(c) Notwithstanding anything to the contrary in
Section 6.1(b), any item of net loss or deduction
that is attributable to a partner nonrecourse debt
must be allocated to the Partner that bears the
economic risk of loss for such debt as determined
under Code Sections 704 and 752, and the Treasury
Regulations thereunder. If more than one Partner
bears the economic risk of loss for a partner
nonrecourse debt, any net loss attributable to such
debt must be allocated among such Partners in
accordance with the ratios in which the Partners
share the economic risk of loss for such partner
nonrecourse debt.

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<PAGE> 23
6.2 DISTRIBUTIONS OF CASH FLOW FROM OPERATIONS. The
General Partner shall distribute Cash Flow from Operations
when available to the Partners. Notwithstanding the frequency
or amounts of distributions, Cash Flow shall be distributed as
follows:

(a) First, to the Limited Partner pro rata in
accordance with the Limited Partner' Unreturned
Capital Contributions in such amount, and until such
time, as each Limited Partner's Unreturned Capital
Contributions have been reduced to zero;

(b) Next, to the General Partner in such amount
as necessary to cause the General Partner's
Unreturned Capital Contributions to be reduced to
zero; and

6.3 ALLOCATION OF INCOME, GAIN, LOSS AND DEDUCTION UPON A
MAJOR CAPITAL EVENT AND LIQUIDATING EVENT. Except as otherwise
provided in Sections 6.5 and 6.9(b), items of income, gain,
loss or deduction recognized by the Partnership in accordance
with the method of accounting and the books and records of the
Partnership as in effect from time to time upon the occurrence
of a Major Capital Event or Liquidating Event shall be
allocated to and among the Partners, prior to any
distributions of Cash Flow attributable thereto, as set forth
below.

(a) Net income and gain shall be allocated as
follows:

(1) First, to the Limited Partner with
deficit Capital Account balances pro rata in
accordance with such deficit balances in an
amount to each such Limited Partner until
such Limited Partner's deficit balance has
been reduced to zero;

(2) Next, to the General Partner in such
amount as will cause the General Partner's
deficit Capital Account balance to equal
zero;

(3) Next, to the Limited Partner in the
proportion of the difference between their
Unreturned Capital Contributions less their
Capital Account balance until the credit
balance of each Limited Partner's Capital
Account, if any, is equal to such Limited
Partner's Unreturned Capital Contributions;

(4) Next, to the General Partner in such
amounts as are necessary to cause the credit
balance of its Capital Account to be equal to
its Unreturned Capital Contributions;

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<PAGE> 24
(5) Next, to the Partners in such
amounts as necessary to cause their Capital
Account balances, in excess of their
Unreturned Capital Contributions, to be in
the ratio of their Partnership Interests; and

(6) Thereafter, to the Partners in
accordance with their Partnership Interests.

(b) Net loss and deductions shall be allocated as
follows:

(1) First, to the General Partner in
such amount as will cause the General
Partner's Capital Account to be equal to its
Unreturned Capital Contributions;

(2) Next, to the Limited Partner with a
positive balance in their Capital Accounts in
excess of their Unreturned Capital
Contributions, in the ratio of such excess
positive balances, in such amounts necessary
to reduce each such Limited Partner's
positive Capital Account balance to an amount
equal to its Unreturned Capital
Contributions;

(3) Next, to the General Partner in such
amount as will cause the General Partner's
Capital Account to be equal to zero;

(4) Next, to the Limited Partner with
positive balances in their Capital Accounts
pro rata in the ratio of such positive
balances, in amounts equal to such positive
balances; and

(5) Thereafter, to the General Partner.

6.4 DISTRIBUTIONS OF CASH FLOW FROM MAJOR CAPITAL EVENTS.
Cash Flow arising from a Major Capital Event shall be
distributed as follows:

(a) First, to the Limited Partner pro rata in
accordance with their Unreturned Capital Contributions
in such amount, and until such time, as each Limited
Partner's Unreturned Capital Contributions have been
reduced to zero;

(b) Next, to the General Partner, in such amount
as necessary to reduce the General Partner's
Unreturned Capital Contributions to zero; and

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<PAGE> 25
6.5 LIMITATIONS ON ALLOCATIONS.

(a) Minimum Gain Chargeback. Notwithstanding any
provision of this Article VI, if there is a net
decrease in Partnership minimum gain during any
fiscal year or other period, prior to any other
allocation pursuant hereto, each Partner shall be
specially allocated items of Partnership income and
gain for such year (and, if necessary, subsequent
years) in an amount and manner required by Treasury
Regulation Section 1.704-2. Notwithstanding any
provision of this Article VI, if there is a net
decrease in partner nonrecourse debt minimum gain,
any Partner with a share of that partner nonrecourse
debt minimum gain as of the beginning of such year
shall be allocated items of income and gain for the
year (and, if necessary, for succeeding years) equal
to that Partner's share of the net decrease in the
partner nonrecourse debt minimum gain, as provided in
Treasury Regulation Section 1.704-2(i)(4).

(b) Qualified Income Offset. Any Partner who
unexpectedly receives an adjustment, allocation or
distribution described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or
increases a negative balance in its Capital Account
beyond the sum of the amount of such Partner's
obligation to restore its deficit Capital Account
plus its share of minimum gain shall be allocated
items of income and gain sufficient to eliminate such
increase or negative balance caused thereby, as
quickly as possible, to the extent required by such
Treasury Regulation.

(c) Gross Income Allocation. If any Partner has
a deficit Capital Account at the end of any
Partnership fiscal year which is in excess of the sum
of (i) the amount such Partner is obligated to
restore pursuant to any provision of this Agreement
and (ii) the amount such Partner is deemed to be
obligated to restore pursuant to Treasury Regulation
Section 1.704-2, each such Partner shall be specially
allocated items of Partnership income and gain in the
amount of such excess as quickly as possible,
provided that an allocation pursuant to this Section
6.5(c) shall be made only if and to the extent that
such Partner would have a deficit Capital Account in
excess of such sum after all other allocations
provided for in this Article VI have been made as if
this Section 6.5(c) were not in this Agreement.

(d) Section 704(b) Limitation. Notwithstanding
any other provision of this Agreement to the
contrary, no allocation of any item of income or loss
shall be made to a Partner if such allocation would
not have "economic effect" pursuant to Treasury
Regulation Section 1.704-1(b)(2)(ii) or otherwise be
in accordance with its interest in the Partnership
within the meaning of Treasury Regulation Sections
1.704-1(b)(3) and 1.704-2. To the extent an
allocation cannot be made to a Partner due to the
application of this Section

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<PAGE> 26
6.5(d), such allocation shall be made to the other
Partner(s) entitled or required to receive such
allocation hereunder.

(e) Curative Allocations. Any allocations of
items of income, gain, or loss pursuant to Sections
6.5(a)-(d) shall be taken into account in computing
subsequent allocations pursuant to this Article VI,
so that the net amount of any items so allocated and
the income, losses and other items allocated to each
Partner pursuant to this Article VI shall, to the
extent possible, be equal to the net amount that
would have been allocated to each Partner had no
allocations ever been made pursuant to Sections
6.5(a)-(d).

(f) Minimum Allocations to General Partner. If
at any time the allocation provisions of this
Agreement do not result in the General Partners being
allocated at least one percent of all material items
of income, gain, loss, deduction or credit, the
General Partners shall be allocated so much of those
items as will cause it at all times during the
existence of the Partnership to be allocated at least
one percent of those items.

6.6 DISTRIBUTIONS UPON LIQUIDATION OF PARTNERSHIP.

(a) Upon liquidation of the Partnership the
assets of the Partnership shall be distributed no
later than the later of 90 days after the date of
such liquidation or the end of the Partnership's
taxable year in which the liquidation occurs and
shall be applied in the following order of priority:

(1) To the payment of debts and
liabilities of the Partnership (including
amounts owed to Partners or former Partners);

(2) Unless inconsistent with Treasury
Regulation Section 1.704-1(b)(2)(ii)(b), or
any successor provision, to set up any
reserves which the General Partner deems
reasonably necessary for contingent or
unforeseen liabilities or obligations of the
Partnership arising out of or in connection
with the business of the Partnership; and

(3) After all Capital Account
adjustments for the Partnership's taxable
year in which the liquidation occurs
(including without limitation adjustments
required under Treasury Regulation Section
1.704-1(b)(2)(iv)(e), relating to
distributions in kind), to the Partners in
accordance with each Partner's positive
Capital Account balance.

(b) If a transfer of an interest in the
Partnership results in a termination of the
Partnership for federal income tax purposes under
Section 708(b)(1)(B) of the Code (or any successor
provision thereto), Section 6.6(a) shall not apply
and a Partner's portion of the constructive
liquidating distribution of the

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<PAGE> 27
Partnership's assets that is deemed to occur under
Treasury Regulation Section 1.708-1(b)(1)(iv) (or any
similar or successor provision) shall be determined
in accordance with the Capital Accounts of the
Partners as determined after taking into account all
Capital Account adjustments for the Partnership's
taxable year ending on the date of such termination.

6.7 LIQUIDATION OF PARTNER'S INTEREST. Except as may
otherwise be required in this Agreement, if a Partner's
Partnership Interest is to be liquidated, liquidating
distributions shall be made in accordance with the positive
Capital Account balance of such Partner, as determined after
taking into account all Capital Account adjustments for the
Partnership's taxable year during which such liquidation
occurs, by the end of the taxable year, or if later, within
ninety (90) days after the date of such liquidation. If a
Partner's Partnership Interest is to be liquidated, it has a
negative Capital Account balance and it is obligated to
restore some or all of its negative Capital Account upon
liquidation of the Partnership pursuant to Section 3.8, then
such Partner shall, by the end of the taxable year or, if
earlier, within ninety (90) days of the date of such
liquidation, contribute cash to the Partnership in an amount
equal to its negative Capital Account or such lesser amount as
provided in Section 3.8. Where a Partner's Partnership
Interest is to be liquidated by a series of distributions,
such Partner's Partnership Interest shall not be considered
liquidated until the final distribution has been made. For
purposes of this Section 6.7, a liquidation of a Partner's
Partnership Interest means the termination of the Partner's
entire Partnership Interest by means of a distribution or
series of distributions to the Partner by the Partnership.

6.8 IN-KIND DISTRIBUTIONS.

(a) Prior to a distribution of property (other
than cash and other than in complete liquidation of
the Partnership or a Partner's Partnership Interest),
the Capital Accounts of the Partners shall be
adjusted to reflect the manner in which the
unrealized income, gain, loss and deduction inherent
in such property (that has not previously been
reflected in the Capital Accounts), would be
allocated among the Partners if there were a taxable
disposition of the property on the date of
distribution.

(b) If the distribution of property (other than
cash) is to a Partner in complete liquidation of the
Partner's Partnership Interest or in liquidation of
the Partnership, prior to such distribution, the
Capital Accounts of all the Partners shall be
adjusted to reflect the manner in which the
unrealized income, gain, loss and deduction inherent
in all the Partnership's property (that has not
previously been reflected in the Capital Accounts)
would be allocated among the Partners if there was a
taxable disposition of all such property on the date
of the liquidating distribution.

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(c) If any assets of the Partnership are
distributed to the Partners in kind, the Partners
shall own and hold the same as tenants in common.

6.9 ADDITIONAL TAX ALLOCATION PROVISIONS.

(a) For income tax purposes, allocations of
income and loss (and items thereof) shall be made in
accordance with the foregoing allocations of income,
gain and loss for financial purposes.

(b) Notwithstanding anything to the contrary
contained herein, items of income, gain, loss and
deduction with respect to property, other than cash,
contributed to the Partnership by a Partner or with
respect to an adjustment to the Partners' Capital
Accounts to reflect a revaluation of the Cable
System, shall be allocated among the Partners so as
to take into account the variation between the basis
of the property to the Partnership and its fair
market value at the time of contribution or, in the
case of a revaluation of the Cable System, the
variation between the basis of the Cable System to
the Partnership and its fair market value as of the
date of revaluation, as provided in Section 704(c) of
the Code and Regulations thereunder and Treasury
Regulations Section 1.704-1(b)(2)(iv)(g).

(c) As between a Partner who has transferred all
or part of its Partnership Interest and its
transferee, all items of income, gain, deduction and
loss, for any year shall be apportioned on the basis
of the number of days in each such year that each was
the holder of such Partnership Interest (making any
adjustments necessary to comply with the provisions
of Section 706(d)(2) of the Code), without regard to
the results of the Partnership's operations during
the period before and after the date of such
transfer, provided that if both the transferor and
transferee consent thereto a special closing of the
books shall be had as of the effective date of such
transfer and the apportionment of items of income and
gain, and deduction and loss, shall be made on the
basis of actual operating results, and provided
further that in the case of a Section 3.4 dilution, a
special closing of the books shall be had as of the
effective date of the dilution, and the apportionment
of items of income and gain and deduction and loss
shall be made on the basis of actual operating
results. Notwithstanding the above, gain or loss
resulting from a Major Capital Event or a Liquidating
Event shall be allocated only to those persons who
are Partners as of the date on which such transaction
is consummated.

(d) It is the intent of the Partners that each
Partner's distributive share of income, gains,
losses, deductions, or credits (or items thereof)
shall be allocated in accordance with this Article VI
to the fullest extent permitted by Code Section
704(b). In order to preserve and protect the
allocations provided in this Article VI, the General
Partner, with the review and

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concurrence of the Partnership's certified public
accountants, is authorized and directed, in its
reasonable discretion, to allocate income, gains,
losses, deductions, or credits (or items thereof)
arising in any Partnership fiscal year in a manner
other than provided in this Article VI if, and to the
extent that, the allocations otherwise provided under
this Article VI made pursuant to, and in accordance
with this Section 6.9(d) shall be deemed to be a
complete substitute for any allocation otherwise
provided in this Article VI, and no amendment of this
Agreement or approval of any Partner shall be
required with respect thereto, and each Partner
shall, for all purposes and in all respects, be
deemed to have approved any such allocation.

7
FISCAL MATTERS

7.1 FISCAL YEAR. The fiscal year of the Partnership
shall be as required under Section 706 of the Code.

7.2 BOOKS AND RECORDS. The General Partner shall keep,
or cause to be kept, at the expense of the Partnership, full
and accurate books and records of all transactions of the
Partnership in accordance with accepted accounting principles,
consistently applied. Among such books and records the
General Partner shall keep:

(a) A current list of the following items:

(1) the name and mailing address of each
Partner, separately identifying in
alphabetical order the General Partner and
the Limited Partner;

(2) the last known street address of the
business or residence of each General
Partner;

(3) the Partnership Interest of each
Partner; and

(b) Copies of the Partnership's federal, state
and local tax returns for each of the Partnership's
six most recent tax years;

(c) A copy of this Agreement, the Certificate,
all amendments and restatements, executed copies of
any powers of attorney under which this Agreement,
the Certificate and any and all amendments or
restatements thereto have been executed. All of
such books and records shall, at all times, be
maintained at the principal place of business of
the Partnership and the Limited Partner shall have
the right to inspect and copy any of them, at its
own expense, during normal business hours.

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7.3 REPORTS AND STATEMENTS.

(a) Within 90 days after the end of each fiscal
year of the Partnership, the General Partner shall,
at the expense of the Partnership, cause to be
delivered to each Limited Partner such financial
statements and such other information as the
General Partner believes to be necessary for the
Limited Partner to be advised of the financial
status and results of operations of the
Partnership.

(b) The General Partner shall report to the
Limited Partner any significant development
materially adversely affecting the Partnership, its
business, property or assets, as soon as
practicable following the occurrence of such
development.

(c) By the fifteenth of the first calendar month
in each quarter of the fiscal year, the General
Partner shall provide to each Limited Partner an
operating statement for the Cable System. The
operating statements shall set forth all receipts
and expenditures of the Partnership for the prior
quarter of the fiscal year, a comparison of such
receipts and expenditures with those provided for
in the Budget, and an explanation of each item
which varies five percent (5%) or more from the
Budget.

7.4 AUDIT. A Majority in Interest of the Limited
Partner may require an audit of the books and records of the
Partnership to be conducted at any time (but not more
frequently than once each calendar year). Any such audit so
required shall be conducted by auditors selected by a Majority
in Interest of the Limited Partner at the expense of the
Partnership.

7.5 TAX RETURNS. The General Partner shall cause to be
prepared and delivered to the Partners on or before
seventy-five days following the end of each fiscal year, at
the expense of the Partnership, all federal and any required
state and local income tax returns for the Partnership for the
preceding fiscal year. If the Partnership's income tax returns
are audited, the General Partner shall retain, at the expense
of the Partnership, accountants and other professionals to
participate in such audit in order to contest assertions by
the auditing agent that may be materially adverse to the
Partners.

7.6 BANK ACCOUNTS. The General Partner, in the name of
the Partnership, shall open and maintain a special bank
account or accounts in a bank or savings and loan association,
the deposits of which are insured by an agency of the United
States government, in which shall be deposited all funds of
the Partnership. There shall be no commingling of the
property and assets of the Partnership with the property and
assets of any other Person.

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7.7 TAX ELECTIONS. Subject to Section 4.3, the General
Partner shall determine all federal income tax elections
available to the Partnership.

8
TRANSFERS

8.1 RESTRICTION ON TRANSFERS. Except as otherwise
provided in Section 5.6, and except as expressly permitted
under the provisions of this Agreement, no Partnership
Interest shall or can be Transferred without the written
consent of a Majority in Interest of the Partners of the
Partners.

8.2 TRANSFERS REQUIRING CONSENT. The following
dispositions of a Partnership Interest shall require consent
as stated below:

(a) No Transfers of any Partnership Interest in
whole or in part will be permitted if it would
cause the termination of the Partnership for
Federal income tax purposes or cause the
Partnership to be taxed other than as a
partnership, unless all the Partners agree in
writing to such a disposition. Counsel for the
Partnership may give its opinion to the General
Partner as to whether or not such Transfer would
cause such a tax effect for Federal income tax
purposes and the opinion shall be conclusive and
binding upon all Partners.

(b) No Partnership Interest or any portion
thereof shall be Transferred to a minor or an
incompetent, without the prior written consent of
all Partners.

(c) No Transfer of the General Partner's
Partnership Interest shall be permitted without the
prior written consent of all Partners.

(d) No Transfer of any Partnership Interest of
any Partner shall be permitted without the prior
written consent of the General Partner if such
Transfer requires the consent of a third party
under any joint venture agreement, partnership
agreement or other agreement to which the
Partnership is a party.

8.3 PERMITTED SALES AFTER RIGHT OF FIRST REFUSAL IS
GIVEN. If a Partner receives an offer (the "Offer") for the
purchase of all or a part of such Partner's Partnership
Interest (the "Offered Interest"), then the Partner who
received such Offer (the "Selling Partner") shall, if it
wishes to accept the Offer, promptly forward a true and
correct copy thereof to the other Partners (whether one or
more, the "Non-Selling Partner") within ten (10) days of the
date of the Offer. The Non-Selling Partner shall have the
exclusive right and option for thirty (30) days following the
receipt of said

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Offer to purchase all, but not less than all, of the Offered
Interest on the terms and conditions set forth in the Offer.
The Non-Selling Partner shall exercise its option to purchase
the Offered Interest by actual delivery to the Selling
Partner, within the aforesaid thirty (30) day period, written
notice of such election. The Non-Selling Partner shall be
deemed to have elected not to purchase the Offered Interest if
it fails to timely provide written acceptance. Each
Non-Selling Partner who elects to so purchase the Offered
Interest pursuant to the Offer (the "Electing Partner") shall
have the right to purchase that proportion of the Offered
Interest which the amount such Electing Partner elects to
purchase bears to the total amount which the Electing Partners
elected to purchase. The Electing Partner shall be obligated
to close no later than ninety (90) days after the date of the
Offer.

If the Non-Selling Partner does not elect to purchase all of the
Offered Interest, the Selling Partner may sell the Offered Interest; provided,
however, that the sale (i) shall not be made at a price lower than the price
offered to the Non-Selling Partner, (ii) is not made to any person other than
the original offeror, (iii) is on the same terms and conditions as those
specified in the Offer, and (iv) is consummated within ninety (90) days after
the lapse of all options arising in connection with the offer.

If the offeror, terms or conditions of the proposed sale are changed
or such Offered Interest has not been sold prior to the lapse of the aforesaid
ninety (90) day period, the Selling Partner must make a new offer, pursuant to
the procedures in this Section 8.3, to the Non-Selling Partner prior to selling
such Offered Interest. If the Non-Selling Partner elects to purchase all of
the Offered Interest, then the closing of said purchase shall take place at the
office of the Partnership.

8.4 PERMITTED TRANSFERS TO SPECIFIED PARTIES. Unless
Transfer is prohibited by subsections 8.2(a), (c), or (d)
above, then notwithstanding the provisions of Section 8.3
above, a Partner may Transfer all or any part of its
Partnership Interest to another Partner, an Affiliate of such
Partner, his spouse, his parents, his children, his
grandchildren, his brothers, his sisters or to a trust for the
benefit of any of the aforementioned parties (herein called a
"Permitted Transferee"). A Permitted Transfer may be by will
or intestate succession or by inter vivos Transfer. Any inter
vivos Transfer made pursuant to this Section 8.4 shall not
become effective until the other Partners have received from
the Permitted Transferee an irrevocable power of attorney
appointing the Partner Transferring such Partnership Interest
or portion thereof as the attorney-in fact for said Permitted
Transferee with full power and authority to deal in any way
with such Partnership Interest, or portion thereof, as the
case may be. Further, the power of attorney shall provide
that in the event of the death of the attorney-in-fact the
Permitted Transferee will within ninety (90) days after said
death appoint one person to deal with the Partnership Interest
of all Permitted Transferees and having failed to do so the
other Partners shall have the right to appoint a substitute
attorney-in-fact to deal with such Partnership Interest or
portion thereof, as the case may be. Said power of attorney
shall be binding upon the Permitted Transferee, his heirs,
successors and assigns. A Transfer pursuant to this

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Section 8.4 shall not relieve the transferor from any of its
obligations to the Partnership under this Agreement.

8.5 BUY-SELL AGREEMENT. At any time and from time to
time, any Partner (the "Initiating Partner") may purchase the
Partnership Interest of any other Partner (the "Responding
Partner") or sell its Partnership Interest to the Responding
Partner upon the following terms:

(a) The Initiating Partner shall notify the
Responding Partner in writing of its offer to
purchase the Partnership Interest of the Responding
Partner or to sell such Initiating Partner's
Partnership Interest to the Responding Partner.
This offer to buy or sell shall state a valuation
of the assets of the Partnership (the "Option
Value"). The price payable as to any Partner (the
"Option Price") shall be that amount which the
Partner would receive pursuant to Section 6.6 of
this Agreement if the Cable System were sold for
cash as of the date of the Initiating Partner's
offer to purchase the Responding Partner's
Partnership Interest in an amount equal to the
Option Value, all secured lenders and Partner loans
are paid in full and the remaining proceeds
distributed. The only assets whose value is to be
considered is the Cable System and the only
liabilities to consider are the liabilities
directly secured by the Cable System and Partner
loans made pursuant to Section 3.6. Potential
closing costs, cash on hand, reserves and other
expenses are not to be taken into account.

(b) Within sixty (60) days after the receipt of
such offer, the Responding Partner shall deliver to
the Initiating Partner, written notification of
either:

(1) Such Responding Partner's agreement
to sell its Partnership Interest at the
Option Price applicable to the Responding
Partner; or

(2) Such Responding Partner's election
to purchase the entire Partnership Interest
of the Initiating Partner at the Option Price
applicable to the Initiating Partner.

Failure by the Responding Partner to respond within sixty (60) days
shall be deemed to be an election to proceed under (b)(i) above.

(c) The Purchasing Partner (herein so called) in
addition to paying at the closing the Option Price
shall be obligated to loan to the Partnership an
amount sufficient to discharge at the closing all
outstanding and unpaid obligations of the Partnership
to the Selling Partner (herein so called) as of such
time, except any loans to the Partnership permitted
by this Agreement which are secured by liens against
the Cable System or any part thereof.

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<PAGE> 34
(d) Any such purchase or sale shall be
accomplished as follows:

(1) Twenty percent (20%) of the Option
Price, unless otherwise agreed, shall be made
in cash at closing with the remainder
evidenced by a promissory note, secured by
the Partnership Interest, payable in five (5)
equal annual installments and bearing
interest at a rate of five percent (5)%
compounded semi-annually.

(2) Closing shall take place thirty (30)
days after the response date referred to
above, or after the Responding Partner
delivers the written notice set forth above,
whichever date is earlier.

(e) Upon receipt of the Option Price, the Selling
Partner shall execute and deliver all documents
reasonably required to transfer the Partnership
Interest in the Partnership being sold. The Selling
Partner shall also execute such resignations and
other documents as may be reasonably required by
counsel for the Partnership to accomplish the
withdrawal of the Selling Partner as a Partner of the
Partnership and the Purchasing Partner shall assume
all of the Selling Partner's obligations to the
Partnership and the General Partner under any loans
to the Partnership permitted by this Agreement, such
assumptions to be in form reasonably satisfactory to
counsel for the Selling Partner.

It is expressly agreed that the remedy at law for breach of
any of the obligations set forth in this Section 8.5 is inadequate in
view of (i) the complexities and uncertainties in measuring the actual
damages that would be sustained by reason of the failure of a Partner
to comply fully with each of said obligations, and (ii) the uniqueness
of the Partnership business and Partners' relationship. Accordingly,
each of the aforesaid obligations shall be, and is hereby expressly
made, enforceable by specific performance.

8.6 ASSUMPTION BY TRANSFEREE. Any transferee to whom all
or any part of a Partnership Interest may be Transferred
pursuant to this Agreement shall take such Partnership
Interest subject to all of the terms and conditions of this
Agreement and shall not be considered to have title thereto
until said transferee shall have accepted and assumed the
terms and conditions of this Agreement by a written agreement
to that effect delivered to the other Partners, at which time
such transferee shall be admitted as a substitute Partner and
shall succeed to all rights of its transferor except as such
rights may be otherwise limited by other provisions of this
Agreement. Anything contained in this Section 8.6 to the
contrary notwithstanding, the assumption by the transferee of
the Partnership Interest being Transferred shall not relieve
the transferor of such Partnership Interest of its obligations
hereunder unless such transferor is released by written
consent of all Partners or the Transfer was made pursuant to
Section 8.3.

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<PAGE> 35
8.7 COST OF TRANSFERS. The transferor and, if it fails
or refuses to do so, then the transferee, of any Partnership
Interest shall reimburse the Partnership for all costs
incurred by the Partnership resulting from any Transfer.

8.8 EFFECT OF ATTEMPTED DISPOSITION IN VIOLATION OF THIS
AGREEMENT. Any attempted Transfer of any Partnership Interest
in breach of this Agreement shall be null and void and of no
effect whatever.

9
RESIGNATION, WITHDRAWAL AND REMOVAL OF
GENERAL PARTNER: ADMISSION OF NEW GENERAL PARTNER

9.1 VOLUNTARY RESIGNATION OR WITHDRAWAL OF THE GENERAL
PARTNER. The General Partner may not withdraw its interest in
the Partnership, Transfer its interest to any Person or admit
any Person as a substitute General Partner except as provided
in Section 4.12, Article VIII or this Article IX.

9.2 SUBSTITUTE AND ADDITIONAL GENERAL PARTNERS. To the
extent permitted under Texas law, the General Partner may,
with the consent of at least a Majority in Interest of the
Partners, at any time designate additional Persons to be
General Partners, whose interest in the Partnership shall be
such as shall be agreed upon by the General Partner and such
additional General Partners, so long as the Partnership
Interest of the Limited Partner shall not be affected thereby.

9.3 ADMISSION OF A SUCCESSOR GENERAL PARTNER. Any
successor Person shall be admitted as a General Partner of the
Partnership if the following terms and conditions are
satisfied:

(a) The written consent of at least a Majority in
Interest of the Partners to the admission of such
Person as a General Partner shall have been obtained;

(b) The successor Person shall have accepted and
assumed all the terms and provisions of this
Agreement;

(c) If the successor Person is a corporation, it
shall have provided counsel for the Partnership with
a certified copy of a resolution of its Board of
Directors authorizing it to become a General Partner
under the terms and conditions of this Agreement; and

(d) The successor Person shall have executed this
Agreement and such other documents or instruments as
may be required or appropriate in order to effect the
admission of such Person as a General Partner.

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<PAGE> 36

10
DISSOLUTION

10.1 DISSOLUTION.

(a) It is the intention of the Partners that the
business of the Partnership be continued by the
Partners, or those remaining, pursuant to the
provisions of this Agreement, notwithstanding the
occurrence of any event which would result in a
statutory dissolution of the Partnership pursuant to
the laws of the State of Texas, and no Partner shall
be released or relieved of any duty or obligation
hereunder by reason thereof; provided, however, that
the business of the Partnership shall be terminated,
its affairs wound-up and its property and assets
distributed in liquidation on the earlier to occur
of:

(1) a determination by a Majority in
Interest of the Partners that the business of
the Partnership should be terminated;

(2) the bankruptcy or insolvency of the
Partnership;

(3) subject to the provisions of
paragraph (b) below, the death, incompetency,
bankruptcy, insolvency, withdrawal or removal
from the Partnership of the last remaining
General Partner;

(4) the date upon which a Liquidating
Event occurs, and all payments have been
received; or

(5) entry of a decree of judicial
dissolution.

For purposes of this Agreement, bankruptcy shall be deemed to have
occurred when the Person in question files a petition under any
section or chapter of the Federal Bankruptcy Code, as amended, or
becomes subject to an order for relief under Title 11 of the United
States Code Annotated or is declared bankrupt or insolvent in a state
bankruptcy or insolvency hearing.

(b) Upon the occurrence of any event set forth in
subparagraph (iv) of paragraph (a) above with respect
to the last remaining General Partner, the business
of the Partnership shall be continued pursuant to the
provisions of this Agreement if, within a period of
90 days from the date of such occurrence, each of the
Limited Partner shall elect in writing that it be so
continued and shall designate one or more Person to
be admitted to the Partnership as a General Partner.
Any such Person shall upon admission to the
Partnership succeed to all of the rights and powers
of a General Partner

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hereunder, provided that the former General Partner
shall retain and be entitled to its share of profits,
losses, distributions, and capital associated with
the General Partner's Partnership Interest.

10.2 WIND-UP OF AFFAIRS. As expeditiously as possible
following the occurrence of an event giving rise to a
termination of the business of the Partnership, the General
Partner (or a special liquidator who may be appointed by a
Majority in Interest of Limited Partner if the termination
results from a circumstance described in Section 10.1 (a)(iv)
above relative to the General Partners) shall wind-up the
affairs of the Partnership, sell its property and assets for
cash at the highest price reasonably obtainable, distribute
the proceeds in accordance with Section 6.6 in liquidation of
the Partnership and file a certificate of cancellation with
the Secretary of State of Texas. In no event shall there be a
distribution of the property and assets of the Partnership in
kind, unless a Majority in Interest of the Partners approve
such distribution.

11
MISCELLANEOUS

11.1 AMENDMENTS. In addition to the right of the General
Partner to amend certain of the provisions of this Agreement
by reason of the power of attorney granted to the General
Partner under Section 5.4, a Majority in Interest of the
Partners may, by instrument in writing, amend any of the other
provisions hereof, except for those provisions which affect
the rights of Partners to share income, gain, distributions,
loss and deductions and require Partners to make Additional
Capital Contributions, which provisions shall be amended only
upon the written consent of all Partners adversely affected
thereby.

11.2 OTHER ACTIVITIES. Any Partner may engage or possess
an interest in other business ventures of every nature and
description, independently or with others, including, without
limitation, the acquisition, construction, ownership, leasing,
operation and management of cable system projects (including
projects similar to the Cable System), and neither the
Partnership nor any of the other Partners shall have any right
by virtue of this Agreement in and to such other ventures or
to the income or property derived therefrom.

11.3 PARTITION. No Partner shall be entitled to a
partition of the Cable System or any other property or assets
of the Partnership, notwithstanding any provision of law to
the contrary.

11.4 NOTICES. All notices, demands, requests or other
communications that may be or are required to be given, served
or sent by either party to the other party pursuant to this
Agreement shall be in writing and shall be mailed by
first-class,

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registered or certified mail, return receipt requested,
postage prepaid, or transmitted by hand delivery, telegram or
facsimile transmission addressed as set forth on the signature
pages hereof. Each party may designate by notice in writing a
new address to which any notice, demand, request or
communication may thereafter be so given, served or sent.
Each notice, demand, request or communication that is mailed,
delivered or transmitted in the manner described above shall
be deemed sufficiently given, served, sent and received for
all purposes at such time as it is delivered to the addressee
with the return receipt, the delivery receipt, the affidavit
of messenger or (with respect to a facsimile transmission) the
answer back being deemed conclusive evidence of such delivery
or at such time as delivery is refused by the addressee upon
presentation.

11.5 PROVISIONS SEVERABLE. Every provision of this
Agreement is intended to be severable and, if any term or
provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.

11.6 COUNTERPARTS. This Agreement, and any amendments
hereto, may be executed in counterparts, each of which shall
be deemed an original, and such counterparts shall constitute
but one and the same instrument.

11.7 HEADINGS. The headings of the various Sections are
intended solely for convenience of reference, and shall not be
deemed or construed to explain, modify or place any
construction upon the provisions hereof.

11.8 SUCCESSORS AND ASSIGNS. This Agreement and any
amendments hereto shall be binding upon and, to the extent
expressly permitted by the provisions hereof, shall inure to
the benefit of the Partners and their respective heirs, legal
representatives, successors and assigns.

11.9 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL OBLIGATIONS OF ONE PARTNER TO ANOTHER ARE
PERFORMABLE AT THE SITE OF THE CABLE SYSTEM.

11.10 NOTICE OF INDEMNIFICATION. THE PARTIES TO THIS
AGREEMENT HEREBY ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT
CONTAINS CERTAIN INDEMNIFICATION PROVISIONS PURSUANT TO
SECTION 4.11.

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<PAGE> 39
IN WITNESS WHEREOF, the Partners have executed this Agreement
as of the 19th day of May, 1998.

GENERAL PARTNER:

BLACK CREEK MANAGEMENT, L.L.C.
a Delaware limited liability corporation

By: /s/ STEVEN SEACH
-------------------------------------
Name: Steven Seach
-----------------------------------
Its: President
------------------------------------

Address: 515 Congress, Suite 2626
Austin, Texas 78701

LIMITED PARTNER:

CLASSIC CABLE, INC.,
a Delaware corporation

By: /s/ STEVEN SEACH
-------------------------------------
Name: Steven Seach
-----------------------------------
Its: President
------------------------------------

Address: 515 Congress, Suite 2626
Austin, Texas 78701

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<PAGE> 40
EXHIBIT A

KANSAS

Abilene
Beloit
Clay Center
Concordia

MISSOURI

Brookfield
Trenton

OKLAHOMA

Fort Sill
Hugo
Idabel
Purcell

TEXAS

Childress
Lampasas
Memphis
Wellington

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<PAGE> 1
EXHIBIT 3.25

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE PAGE 1

-----------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE
OF LIMITED LIABILITY COMPANY OF "BLACK CREEK MANAGEMENT, L.L.C.", FILED
IN THIS OFFICE ON THE NINETEENTH DAY OF MAY, A.D. 1998, AT 4 O'CLOCK P.M.

[SEAL] /s/ EDWARD J. FREEL
----------------------------------------
Edward J. Freel, Secretary of State

2898365 8100 AUTHENTICATION: 9209072

981283368 DATE: 07-21-98
<PAGE> 2

STATE OF DELAWARE

CERTIFICATE OF FORMATION OF

BLACK CREEK MANAGEMENT, L.L.C.

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the
Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, do hereby
certify as follows:

The name of the limited liability company is Black Creek Management,
L.L.C.

The address of its registered office in the State of Delaware is 1209
Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its
Registered Agent at such address is The Corporation Trust Company.

The period of its duration is perpetual.

The management of the Company is reserved to the Members. The name and
address of the initial member of the Company is:

J. Merritt Belisle
515 Congress Avenue, Suite 2626
Austin, Texas 78701

IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Formation of Black Creek Management, L.L.C. this 19th day of May, 1998.

/s/ J. MERRITT BELISLE
-----------------------
J. Merritt Belisle

<PAGE> 1
EXHIBIT 3.26

================================================================================

REGULATIONS

BLACK CREEK MANAGEMENT, L.L.C.

A DELAWARE LIMITED LIABILITY COMPANY

================================================================================
<PAGE> 2
TABLE OF CONTENTS

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ARTICLE 1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 2
ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.1 Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.3 Registered Office; Registered Agent; Principal Office in the United States; Other Offices . . . . . 12
2.4 Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.5 Foreign Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.6 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.7 No State-Law Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.1 Initial Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.2 Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.3 Dispositions and Encumbrances of Membership Rights. . . . . . . . . . . . . . . . . . . . . . . . . 14
3.4 Creation of Additional Membership Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.5 Dispositions of Interests in a Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.6 Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.7 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.8 Liability to Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.9 Expulsion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.10 Spouses of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 4
CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.1 Initial Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.2 Subsequent Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.3 Failure to Contribute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.4 Return of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.5 Advances by Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.6 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

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TABLE OF CONTENTS
(CONTINUED)

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ARTICLE 5
ALLOCATIONS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.1 Distributions of Net Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.2 Distributions of Net Capital Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.3 Distributions on Dissolution and Winding Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.4 Allocations of Profit and Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.5 Allocation of Net Gains or Net Losses from the Dissolution and Winding Up of the Company . . . . . . 26
5.6 Adjustment of Book Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.7 Tax Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.8 Stop Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.9 Nonrecourse Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.10 Minimum Gain Chargeback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.11 Member Nonrecourse Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.12 Member Nonrecourse Minimum Gain Chargeback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.13 Qualified Income Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.14 Curative Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.15 Investment Return Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.16 Gross Income Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.17 Interests in Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.18 Code Section 754 Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.19 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.20 Varying Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 6
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.1 Right to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.2 Advance Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.3 Indemnification of Officers, Employees and Agents . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.4 Appearance as a Witness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.5 Nonexclusivity of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.6 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.7 Member Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.8 Savings Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

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TABLE OF CONTENTS
(CONTINUED)

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ARTICLE 7
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.1 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.2 Tax Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.3 Tax Matters Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.1 Maintenance of Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.2 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.3 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE 9
BUYOUT OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.1 Buyout Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.2 Procedure for Member-Related Buyout Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.3 Procedure for Spouse-Related Buyout Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
9.4 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
9.5 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.6 Relationship of Buy-Out, Dissolution and Disposition Provisions . . . . . . . . . . . . . . . . . . 37

ARTICLE 10
ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.1 Submission of Disputes to Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10.2 Selection of Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
10.3 Conduct of Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
11.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
11.2 Winding Up and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
11.3 Deficit Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
11.4 Articles of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
</TABLE>

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TABLE OF CONTENTS
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ARTICLE 12
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
12.1 Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
12.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
12.3 Entire Agreement; Supersedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
12.4 Affect of Waiver or Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
12.5 Amendment or Restatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
12.6 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.7 Governing Law; Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.8 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.9 Waiver of Certain Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.10 Directly or Indirectly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.11 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.12 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

(iv)
<PAGE> 6
REGULATIONS
OF
BLACK CREEK MANAGEMENT, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY

These REGULATIONS OF BLACK CREEK MANAGEMENT, L.L.C. (these
"Regulations"), dated as of May 19, 1998, are adopted, executed and agreed to,
for good and valuable consideration, by the Members (as defined below).

ARTICLE 1
DEFINITIONS

1.1 DEFINITIONS. As used in these Regulations, the following
terms have the respective meanings set forth below or set forth in the
provision following such term:

ACT - the Delaware Limited Liability Company Act and any
successor statute, as amended from time to time.

ADJUSTED CAPITAL ACCOUNT - a Capital Account determined and
maintained for each Member throughout the term of these Regulations,
the balance of which shall be equal to such Member's Capital Account
balance, modified as follows:

(a) increased by the amount, if any, of such
Member's share of the Minimum Gain of the Company as
determined under Treasury Regulation Section 1.704-2(g)(1);

(b) increased by the amount, if any, of such
Member's share of the Minimum Gain attributable to Member
Nonrecourse Debt of the Company pursuant to Treasury
Regulation Section 1.704-2(i)(5);

(d) increased by the amount, if any, that such
Member is treated as being obligated to contribute
subsequently to the capital of the Company as determined under
Treasury Regulation Section 1.704-1(b)(2)(ii)(c);

(e) decreased by the amount, if any, of cash that
is reasonably expected to be distributed to such Member, but
only to the extent that the amount thereof exceeds any
offsetting increase in such Member's Capital Account that is
reasonably expected to occur during (or prior to) the tax year
during which such distributions are

(1)
<PAGE> 7
reasonably expected to be made as determined under Treasury
Regulation Section 1.704-1(b)(2)(ii)(d)(6); and

(f) decreased by the amount, if any, of loss and
deduction that is reasonably expected to be allocated to such
Member pursuant to Code Section 704(e)(2) or 706(d), Treasury
Regulation Section 1.751-1(b)(2)(ii) or Treasury Regulation
Section 1.704-1(b)(2)(iv)(k).

AFFECTED MEMBER - Section 10.1.

AFFILIATE - (a) with respect to any Person who is a natural
person, (i) each entity that such Person Controls, and (ii) each
member of such Person's immediate family; and (b) with respect to any
Person that is an entity, (i) each entity that such Person Controls,
(ii) each Person that Controls such Person, and (iii) each entity that
is under common Control with such Person.

ARBITRATION NOTICE - Section 11.1(b).

ARTICLES - Section 2.1.

ASSIGNEE - any Person that acquires Membership Rights or any
portion thereof (including an Interest) through a Disposition;
provided, however, that an Assignee shall have no right to be admitted
to the Company as a Member except in accordance with Section
3.3(b)(ii). The Assignee of a deceased Member is the Person or
Persons to whom the deceased Member's Membership Rights are
bequeathed, or by whom they are inherited, pursuant to the deceased
Member's duly-probated will or a probate court order applying the laws
of intestate succession. The Assignee of a dissolved Member is the
shareholder, partner, member or other equity owner or owners of the
dissolved Member to whom such Member's Membership Rights are assigned
by the Person conducting the liquidation or winding up of such Member.
The Assignee of a Bankrupt Member is the Person or Persons (if any) to
whom such Bankrupt Member's Membership Rights are assigned by order of
the bankruptcy court or other governmental authority having
jurisdiction over such Bankruptcy; or, in the event of a general
assignment for the benefit of creditors, the creditor to which such
Membership Rights are assigned. In the case of a Divorce, the
Assignee is the spouse of the applicable Member. In the case of a
Spouse's Death, the Assignee is the Person or Persons to whom the
spouse's (or former spouse's) Spouse's Fraction is bequeathed, or by
whom it is inherited, pursuant to the deceased spouse's (or former
spouse's) duly-probated will or a probate court order applying the
laws of intestate succession.

BANKRUPTCY OR BANKRUPT - with respect to any Person, that (a)
such Person (i) makes a general assignment for the benefit of
creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes
the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings; (iv) files a
petition or answer seeking for such Person a reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar

(2)
<PAGE> 8
relief under any Law; (v) files an answer or other pleading admitting
or failing to contest the material allegations of a petition filed
against such Person in a proceeding of the type described in
subclauses (i) through (iv) of this clause (a); or (vi) seeks,
consents to, or acquiesces in the appointment of a trustee, receiver,
or liquidator of such Person's or of all or any substantial part of
such Person's properties; or (b) against such Person, a proceeding
seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any Law has been
commenced and 120 Days have expired without dismissal thereof or with
respect to which, without such Person's consent or acquiescence, a
trustee, receiver, or liquidator of such Person or of all or any
substantial part of such Person's properties has been appointed and 90
Days have expired without the appointment's having been vacated or
stayed, or 90 Days have expired after the date of expiration of a
stay, if the appointment has not previously been vacated.

BOOK DEPRECIATION - for each fiscal year (or other period for
which Book Depreciation must be computed) the depreciation,
amortization or other cost recovery deduction allowable for federal
income tax purposes with respect to an asset, except that, if the Book
Value of an asset differs from its adjusted tax basis at the beginning
of the year, Book Depreciation will be an amount which bears the same
ratio to Book Value at the beginning of the year as the federal income
tax depreciation, amortization or other cost recovery deduction for
the year bears to the beginning adjusted tax basis; provided, however,
that if the adjusted tax basis of the asset at the beginning of the
year is zero, Book Depreciation will be determined by a Majority
Interest using any reasonable method.

BOOK VALUE - with respect to any asset, the adjusted basis of
the asset for federal income tax purposes, adjusted as provided in
Section 5.6.

BUSINESS DAY - any day other than a Saturday, a Sunday, or a
holiday on which national banking associations in the State of
Delaware are closed.

BUYER - Section 10.4.

BUYOUT EVENT - Section 10.1.

CAPITAL ACCOUNT - the account to be maintained by the Company
for each Member in accordance with Treasury Regulation Section
1.704-1(b)(2)(iv) and, to the extent not inconsistent therewith, the
following provisions:

(a) a Member's Capital Account shall be credited
with the cash or Net Agreed Value of the Member's Capital
Contributions, the amount of any Company liabilities assumed
by the Member, the Member's distributive share of Profit and
any item of income or gain specially allocated to the Member
pursuant to the provisions of Article 5 (other than Section
5.7); and

(3)
<PAGE> 9
(b) a Member's Capital Account shall be debited with
the amount of cash and the Net Agreed Value of any Company
property distributed to the Member, the amount of any
liabilities of the Member assumed by the Company (or which are
secured by property contributed by the Member to the Company),
the Member's distributive share of Loss and any item of
expenses or losses specially allocated to the Member pursuant
to the provisions of Article 5 (other than Section 5.7).

If any Interest is transferred pursuant to the terms of these Regulations, the
transferee shall succeed to the Capital Account of the transferor to the extent
the Capital Account is attributable to the transferred Interest; provided,
however, that if the transfer causes a termination of the Company under Code
Section 708(b)(1)(B), the Capital Accounts of the Members shall be adjusted in
conformance with Treasury Regulation Section 1.704-1(b)(2)(iv)(l). A Member
that has more than one Interest shall have a single Capital Account that
reflects all of its Interests, regardless of the class of Interest owned by
that Member and regardless of the time or manner in which it was acquired.

CAPITAL CONTRIBUTION - with respect to any Member, the amount
of money and the initial Book Value of any property (other than money)
contributed to the Company by the Member. Any reference in these
Regulations to the Capital Contribution of a Member shall include a
Capital Contribution of his predecessors in interest.

CAPITAL TRANSACTION - any transaction that results in the
Company's receipt of cash or other consideration other than Capital
Contributions, including proceeds of sales or exchanges or other
Dispositions of property not in the ordinary course of business,
financings, refinancings, condemnations, recoveries of damage awards,
and insurance proceeds that, in accordance with generally accepted
accounting principles, are considered capital in nature.

CHANGE OF CONTROL - with respect to any Member that is an
Entity, that such Member has ceased to be controlled, directly or
indirectly, by the Person or Persons who controlled it when it became
a Member.

CODE - the United States Internal Revenue Code of 1986, as
amended from time to time. All references herein to sections of the
Code shall include any corresponding provision or provisions of
succeeding Law.

COMMITMENT - subject in each case to adjustments on account of
Dispositions of Membership Rights permitted by these Regulations, (a)
in the case of a Member executing these Regulations as of the date of
these Regulations or a Person acquiring those Membership Rights, the
amount specified for that Member as its Commitment on Exhibit A, and
(b) in the case of Membership Rights issued pursuant to Section 3.4,
the Commitment established pursuant thereto.

COMPANY - Black Creek Management, L.L.C., a Delaware limited
liability company.

(4)
<PAGE> 10
CONTINUATION ELECTION - Section 12.1(b).

CONTROL - the possession, directly or indirectly, through one
or more intermediaries, of the following: (a) in the case of a
corporation, more than 50% of the outstanding voting securities
thereof; (b) in the case of a limited liability company, partnership,
limited partnership or venture, the right to more than 50% of the
distributions therefrom (including liquidating distributions); (c) in
the case of a trust or estate, more than 50% of the beneficial
interest therein; (d) in the case of any other entity, more than 50%
of the economic or beneficial interest therein; or (e) in the case of
any entity, the power or authority, through ownership of voting
securities, by contract or otherwise, to direct the management,
activities or policies of the entity.

DAY - a calendar day; provided, however, that, if any period
of Days referred to in these Regulations shall end on a Day that is
not a Business Day, then the expiration of such period shall be
automatically extended until the first succeeding Business Day.

DEFAULT - with respect to any Member, (a) the failure of such
Member to contribute, within 10 Days of the date required, all or any
portion of a Capital Contribution that such Member is required to make
as provided in these Regulations; or (b) the failure of a Member to
comply in any material respect with any of its other agreements,
covenants or obligations under these Regulations (other than its
agreement not to Withdraw from the Company in Section 3.6), or the
failure of any representation or warranty made by a Member in these
Regulations to have been true and correct in all material respects at
the time it was made, in each case if such default is not cured by the
applicable Member within 30 Days of its receiving notice of such
default from any other Member (or, if such default is not capable of
being cured within such 30-Day period, if such Member fails to
promptly commence substantial efforts to cure such default or to
prosecute such curative efforts to completion with continuity and
diligence).

DEFAULT RATE - a rate per annum equal to the lesser of (a) 4%
plus the Prime Rate, and (b) the maximum rate permitted by Law.

DEFERRED AMOUNT - Section 10.4.

DELINQUENT MEMBER - Section 4.3(a).

DISPOSE, DISPOSING OR DISPOSITION - with respect to any asset
(including Membership Rights or any portion thereof, including an
Interest), a sale, assignment, transfer, conveyance, gift, exchange or
other disposition of such asset, whether such disposition be
voluntary, involuntary or by operation of Law, including the
following: (a) in the case of an asset owned by a natural person, a
transfer of such asset upon the death of its owner, whether by will,
intestate succession or otherwise; (b) in the case of an asset owned
by an Entity, (i) a merger or consolidation of such Entity, (ii) a
conversion of such Entity into another type of Entity, or (iii) a
distribution of such asset in connection with the dissolution,
liquidation,

(5)
<PAGE> 11
winding-up or termination of such Entity (unless, in the case of
dissolution, such Entity's business is continued without the
commencement of liquidation or winding-up); and (c) a disposition in
connection with, or in lieu of, a foreclosure of an Encumbrance; but
such terms shall not include the creation of an Encumbrance.

DISPOSING MEMBER - Section 3.3(c)(ii)(A).

DISPOSITION NOTICE - Section 3.3(c)(ii)(A).

DISPUTE - Section 11.1(a).

DISPUTING PARTY - Section 11.1(a).

DISSOLUTION EVENT - Section 12.1(a).

DIVORCE - the establishment of a Spouse's Fraction as a result
of the divorce or other termination of the marital relationship of any
Member (other than by death), or upon the partition of community
property or other Disposition of property between a Member and such
Member's spouse.

ENCUMBER, ENCUMBERING, OR ENCUMBRANCE - the creation of a
security interest, lien, pledge, mortgage or other encumbrance,
whether such encumbrance be voluntary, involuntary or by operation of
Law.

EXCESS BALANCE - Section 5.5(b)(i).

EXERCISE NOTICE - Section 3.3(c)(ii)(A).

EXPEL, EXPELLED OR EXPULSION - the expulsion or removal of a
Member from the Company as a member.

FAIR MARKET VALUE - Section 10.4.

INCLUDING - "including, without limitation,".

INTEREST - a Person's share of the income, gain, loss,
deduction and credits of, and the right to receive distributions from,
the Company.

INVESTMENT RATE - with respect to any Member, the rate of
return for such Member determined pursuant to Exhibit A.

INVESTMENT RETURN - with respect to any Member, an amount that
accrues at the Investment Rate on the balance of Unpaid Investment
Capital, which amount shall compound annually at the Investment Rate
until repaid.

(6)
<PAGE> 12
LAW - any applicable constitutional provision, statute, act,
code (including the Code), law, regulation, rule, ordinance, order,
decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a
governmental authority.

LENDING MEMBER - Section 4.3(a)(ii).

MAJORITY INTEREST - Members holding among them at least a
majority of all Voting Ratios; provided, however, that, if a provision
of these Regulations provides that a Majority Interest, for purposes
of such provision, is to be calculated or determined without reference
to one or more excluded Members, then, solely for purposes of such
provision, "Majority Interest" shall mean Members, other than the
excluded Members, holding among them at least a majority of all Voting
Ratios, other than Voting Ratios held by such excluded Members.

MEMBER - any Person executing these Regulations as of the date
of these Regulations as a member or hereafter admitted to the Company
as a member as provided in these Regulations, but such term does not
include any Person who has ceased to be a member in the Company. If a
Member shall have Disposed of all or any portion of its Interest but
shall have retained its other Membership Rights, then, solely with
respect to the Interest (or portion thereof) so Disposed, all
references to "Member" that appear in Articles 5 and 8, in Sections
3.3, 3.5, 4.6, 12.2(d) (and the last paragraph of Section 12.2) and
12.3, and in Section 1.1 with respect to defined terms first used in
the preceding-listed Articles and Sections, shall be deemed to refer
to the Assignee of such Interest (or portion thereof).

MEMBER NONRECOURSE DEDUCTIONS - the meaning assigned to that
term in Treasury Regulation Section 1.704-2(i).

MEMBER NONRECOURSE DEBT - the meaning assigned to that term in
Treasury Regulation Section 1.704-2(b)(4).

MEMBER NONRECOURSE MINIMUM GAIN - the meaning assigned to that
term in Treasury Regulation Section 1.704-2(i)(2).

MEMBERSHIP RIGHTS - with respect to any Member, (a) that
Member's status as a Member, (b) that Member's Interest; (c) all other
rights, benefits and privileges enjoyed by that Member (under the Act,
the Articles, these Regulations or otherwise) in its capacity as a
Member, including that Member's rights to vote, consent and approve
and otherwise to participate in the management of the Company; and (d)
all obligations, duties and liabilities imposed on that Member (under
the Act, the Articles, these Regulations or otherwise) in its capacity
as a Member, including any obligations to make Capital Contributions.

MINIMUM GAIN - the meaning assigned to that term in Treasury
Regulation Section 1.704-2(d).

(7)
<PAGE> 13
MODIFIED 752 SHARE OF RECOURSE DEBT - of any Member, as of any
date, the aggregate amount of economic risk of loss that such Member
and Related Persons to such Member are treated as bearing with respect
to such liability pursuant to Treasury Regulation Section 1.752-2 with
respect to any Company liability (or portion thereof) that is neither
a Nonrecourse Liability nor a Company liability that is treated as a
"member nonrecourse debt" under Treasury Regulation Section
1.704-2(b)(4) (determined, as of the date in question, by assuming,
for purposes of Treasury Regulation Section 1.752-2, that the Company
constructively liquidates on such date (within the meaning of Treasury
Regulation Section 1.752-2) except that all Company properties shall
be deemed thereunder to be transferred in fully taxable exchanges for
an aggregate amount of cash consideration equal to their respective
book bases and such consideration shall be deemed thereunder to be
used, in the appropriate order of priority, in full or partial
satisfaction of all Company liabilities).

NET AGREED VALUE - (a) in the case of any property contributed
to the Company, the Book Value of the Company's property reduced by
any indebtedness either assumed by the Company upon the contribution
of the property or to which such property is subject when contributed;
and (b) in the case of any property distributed to a Member, the Book
Value of such property reduced by any indebtedness either assumed by
such Member upon such distribution or to which such property is
subject at the time of distribution.

NET CAPITAL PROCEEDS - the proceeds received by the Company in
connection with a Capital Transaction after the payment of costs and
expenses incurred by the Company in connection with such Capital
Transaction, including brokers' commissions, loan fees, loan payments,
other closing costs and the cost of any alteration, improvement,
restoration or repair of any Company property necessitated by or
incurred in connection with such Capital Transaction and, if the
Capital Transaction is a financing or refinancing, after the payment
of any Company indebtedness that is repaid in connection with such
financing or refinancing.

NET CASH FLOW - all cash funds derived from operations of the
Company (including interest received on reserves), without reduction
for any non-cash charges, but less cash funds used to pay current
operating expenses and to pay or establish reasonable reserves for
future expenses, debt payments, capital improvements, and replacements
as determined by a Majority Interest. Net Cash Flow shall not include
proceeds or costs included in the determination of Net Capital
Proceeds but shall be increased by the reduction of any reserve
previously established.

NONRECOURSE DEDUCTIONS - the meaning assigned that term in
Treasury Regulation Section 1.704-2(b)(1).

NONRECOURSE LIABILITY - the meaning assigned that term in
Treasury Regulation Section 1.704-2(d).

(8)
<PAGE> 14
OFFICER - any Person designated as an officer of the
Company as provided in Section 6.7, but such term does not include
any Person who has ceased to be an officer of the Company.

PERSON - the meaning assigned that term in Article 18-101 of
the Act and also includes a governmental authority and any other
entity.

PRIME RATE - a rate per annum equal to the lesser of (a) a
varying rate per annum that is equal to the interest rate publicly
quoted by Chase Manhattan Bank, N.A. from time to time as its prime
commercial or similar reference interest rate, with adjustments in
that varying rate to be made on the same date as any change in that
rate, and (b) the maximum rate permitted by Law.

PROCEEDING - Section 7.1.

PROFIT AND LOSS - for each fiscal year of the Company (or
other period for which Profit or Loss must be computed), the Company's
taxable income (not including income allocated pursuant to Sections
5.5, 5.10, 5.12, 5.13, 5.14, 5.15 and 5.16) or loss (not including
loss or deduction allocated pursuant to Sections 5.5, 5.9, 5.11 and
5.14) determined in accordance with Code Section 703(a), with the
following adjustments:

(a) all items of income, gain, loss and deduction
required to be stated separately pursuant to Code Section
703(a)(1) shall be included in computing taxable income or
loss;

(b) any tax-exempt income of the Company, not
otherwise taken into account in computing Profit or Loss,
shall be included in computing taxable income or loss;

(c) any expenditures of the Company described in
Code Section 705(a)(2)(B) (or treated as such pursuant to
Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) and not
otherwise taken into account in computing Profit or Loss,
shall be subtracted from taxable income or loss;

(d) gain or loss resulting from any disposition
of Company property shall be computed by reference to the Book
Value of the property;

(e) in lieu of the depreciation, amortization or
cost recovery deductions allowable in computing taxable income
or loss, there shall be taken into account Book Depreciation;
and

(f) if the Book Value of an asset of the Company
is adjusted pursuant to Section 5.6, any increase or decrease
in the Book Value of the asset as a result of the

(9)
<PAGE> 15
adjustment shall be treated as gain or loss, respectively,
from the disposition of the asset and shall be taken into
account in computing Profits or Losses.

PURCHASE PRICE - Section 10.4.

PURCHASING MEMBER - Section 3.3(c)(ii)(A).

RELATED PERSON - with respect to any Member, any Person who is
related to such Member within the meaning of Treasury Regulation
Section 1.752-4(b).

REGULATIONS - introductory paragraph.

SECURITIES ACT - Securities Act of 1933, as amended.

SELLER - Section 10.4.

SHARING RATIO - subject in each case to adjustments on account
of Dispositions of Membership Rights permitted by these Regulations,
(a) in the case of a Member executing these Regulations as of the date
of these Regulations or a Person acquiring those Membership Rights,
the percentage specified for that Member as its Sharing Ratio on
Exhibit A, and (b) in the case of Membership Rights issued pursuant to
Section 3.4, the Sharing Ratio established pursuant thereto.

SOLE DISCRETION - with respect to any Person, such Person's
sole and absolute discretion, with or without cause, and subject to
such conditions as such Person shall deem appropriate.

SPOUSE'S DEATH - the death of a Member's spouse (or former
spouse) prior to the death of such Member, and, in connection with
such death, the establishment of a Spouse's Fraction to which (or to a
portion of which) such Member does not succeed.

SPOUSE'S FRACTION - that portion (if any) of a Member's
Membership Rights that such Member's spouse, such Member's former
spouse, such Member's spouse's estate or such Member's former spouse's
estate is determined to own by a court of competent jurisdiction or,
in the absence of a judicial determination, by a written agreement
between the Member and such spouse, such spouse's estate, such former
spouse, or such former spouse's estate.

TAX MATTERS MEMBER - Section 8.3.

TERMINATING CAPITAL TRANSACTION - any Capital Transaction that
is entered into in connection with or will result in the dissolution,
winding up and termination of the Company.

(10)
<PAGE> 16
TREASURY REGULATIONS - the regulations promulgated by the
United States Department of the Treasury pursuant to and in respect of
provisions of the Code. All references herein to sections of the
Treasury Regulations shall include any corresponding provision or
provisions of succeeding, similar, substitute, proposed or final
Treasury Regulations.

UNANIMOUS INTEREST - Members holding among them all of the
Sharing Ratios; provided, however, that if a provision of these
Regulations provides that a Unanimous Interest, for purposes of such
provision, is to be calculated or determined without reference to one
or more excluded Members, then, solely for purposes of such provision,
"Unanimous Interest" shall mean Members, other than the excluded
Members, holding among them all of the Sharing Ratios, other than
Sharing Ratios held by such excluded Members.

UNPAID INVESTMENT RETURN - with respect to any Member, the
accrued and unpaid Investment Return on the Unreturned Investment
Capital less all amounts distributed by the Company to the Member
pursuant to Sections 5.1(a), 5.2(a) and 5.3(a). If any Interest is
transferred in accordance with the terms of these Regulations, the
transferee shall succeed to the Unpaid Investment Return of the
transferor to the extent of the Interest transferred.

UNRETURNED INVESTMENT CAPITAL - with respect to any Member,
the total Capital Contributions of the Member less the cumulative
distributions to the Member pursuant to Sections 5.1(b), 5.2(b) and
5.3(b). If any Interest is transferred in accordance with the terms of
these Regulations, the transferee shall succeed to the Unreturned
Investment Capital of the transferor to the extent of the Interest
transferred.

VOTING RATIO - with respect to any Member, such Member's
Sharing Ratio; provided, however, that, if a Member shall have
Disposed of all or any portion of its Interest but shall have retained
its other Membership Rights, such Member shall be deemed, solely for
purposes of determining such Member's Voting Ratio, to continue to
hold the Sharing Ratio attributable to the Interest that was the
subject of such Disposition.

WITHDRAW, WITHDRAWING OR WITHDRAWAL - the withdrawal,
resignation or retirement of a Member from the Company as a member.
Such terms shall not include any Dispositions of Membership Rights
(which are governed by Section 3.3), even though the Member making a
Disposition may cease to be a Member as a result of such Disposition.

Other terms defined herein have the meanings so given them.

1.2 CONSTRUCTION. Unless the context requires otherwise: (a) the
gender (or lack of gender) of all words used in these Regulations includes the
masculine, feminine, and neuter; (b) references to Articles and Sections refer
to Articles and Sections of these Regulations; and (c) references to Exhibits
are to the Exhibits attached to these Regulations, each of which is made a part
hereof for all purposes.

(11)
<PAGE> 17
ARTICLE 2
ORGANIZATION

2.1 FORMATION. The Company has been organized as a Delaware
limited liability company by the filing of Certificate of Formation (the
"Articles") under and pursuant to the Act and the issuance of a certificate of
organization for the Company by the Secretary of State of Delaware.

2.2 NAME. The name of the Company is Black Creek Management,
L.L.C. and all Company business must be conducted in that name or such other
names that comply with Law as a Majority Interest may select.

2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE
UNITED STATES; OTHER OFFICES. The registered office of the Company required by
the Act to be maintained in the State of Delaware shall be the office of the
initial registered agent named in the Articles or such other office (which need
not be a place of business of the Company) a Majority Interest may designate in
the manner provided by Law. The registered agent of the Company in the State
of Delaware shall be the initial registered agent named in the Articles or such
other Person or Persons as a Majority Interest may designate in the manner
provided by Law. The principal office of the Company in the United States
shall be at such place as a Majority Interest may designate, which need not
be in the State of Delaware, and the Company shall maintain records there
as required by Article 18-305 of the Act and shall keep the street address of
such principal office at the registered office of the Company in the State of
Delaware. The Company may have such other offices as a Majority Interest may
designate.

2.4 PURPOSES. The purposes of the Company are those set forth in
the Articles.

2.5 FOREIGN QUALIFICATION. Prior to the Company's conducting
business in any jurisdiction other than Delaware, the Members shall cause the
Company to comply, to the extent procedures are available and those matters are
reasonably within the control of the Members, with all requirements necessary
to qualify the Company as a foreign limited liability company in that
jurisdiction. At the request of a Majority Interest, each Member shall
execute, acknowledge, swear to, and deliver all certificates and other
instruments conforming with these Regulations that are necessary or appropriate
to qualify, continue, and terminate the Company as a foreign limited liability
company in all such jurisdictions in which the Company may conduct business.

2.6 TERM. The Company commenced on the date the Secretary of
State of Delaware issued a certificate of organization for the Company and
shall continue in existence for the period fixed in the Articles for the
duration of the Company, or such earlier time as these Regulations may specify.

2.7 NO STATE-LAW PARTNERSHIP. The Members intend that the Company
not be a partnership (including a limited partnership) or joint venture, and
that no Member be a partner or

(12)
<PAGE> 18
joint venturer of any other Member, for any purposes other than federal and
state tax purposes, and these Regulations may not be construed to suggest
otherwise.

ARTICLE 3
MEMBERSHIP; DISPOSITIONS OF INTERESTS

3.1 INITIAL MEMBERS. The initial members of the Company are the
Persons executing these Regulations as of the date of these Regulations as
members, each of which is admitted to the Company as a member effective
contemporaneously with the execution by such Person of these Regulations.

3.2 REPRESENTATIONS AND WARRANTIES. Each Member hereby represents
and warrants to the Company and each other Member as follows:

(a) in the case of a Member that is an Entity: (i) that
Member is duly incorporated, organized or formed (as applicable),
validly existing, and (if applicable) in good standing under the Law
of the jurisdiction of its incorporation, organization or formation;
(ii) if required by applicable Law, that Member is duly qualified and
in good standing in the jurisdiction of its principal place of
business, if different from its jurisdiction of incorporation,
organization or formation; and (iii) that Member has full power and
authority to execute and deliver these Regulations and to perform its
obligations hereunder, and all necessary actions by the board of
directors, shareholders, members, partners, trustees, beneficiaries,
or other applicable Persons necessary for the due authorization,
execution, delivery, and performance of these Regulations by that
Member have been duly taken;

(b) that Member has duly executed and delivered these
Regulations, and they constitute the legal, valid and binding
obligation of that Member enforceable against it in accordance with
their terms (except as may be limited by bankruptcy, insolvency or
similar laws of general application and by the effect of general
principles of equity, regardless of whether considered at law or in
equity);

(c) that Member's authorization, execution, delivery, and
performance of these Regulations do not and will not (i) conflict
with, or result in a breach, default or violation of, (A) the
organizational documents of such Member (if it is an Entity), (B) any
contract or agreement to which that Member is a party or is otherwise
subject, or (C) any Law, order, judgment, decree, writ, injunction or
arbitral award to which that Member is subject; or (ii) require any
consent, approval or authorization from, filing or registration with,
or notice to, any governmental authority or other Person, unless such
requirement has already been satisfied;

(d) that Member is familiar with the existing or proposed
business, financial condition, properties, operations, and prospects
of the Company; it has asked such questions, and conducted such due
diligence, concerning such matters and concerning its acquisition

(13)
<PAGE> 19
of Membership Rights as it has desired to ask and conduct, and all
such questions have been answered to its full satisfaction; it has
such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of an investment in
the Company; it understands that owning Membership Rights involves
various risks, including the restrictions on Dispositions and
Encumbrances set forth in Section 3.3, the lack of any public market
for Membership Rights, the risk of owning its Membership Rights for an
indefinite period of time and the risk of losing its entire investment
in the Company; it is able to bear the economic risk of such
investment; it is acquiring its Membership Rights for investment,
solely for its own beneficial account and not with a view to or any
present intention of directly or indirectly selling, transferring,
offering to sell or transfer, participating in any distribution or
otherwise Disposing of all or a portion of its Membership Rights; and
it acknowledges that the Membership Rights have not been registered
under the Securities Act or any other applicable federal or state
securities laws, and that the Company has no intention, and shall not
have any obligation, to register or to obtain an exemption from
registration for the Membership Rights or to take action so as to
permit sales pursuant to the Securities Act (including Rules 144 and
144A thereunder).

3.3 DISPOSITIONS AND ENCUMBRANCES OF MEMBERSHIP RIGHTS.

(a) GENERAL RESTRICTION. A Member may not Dispose of or
Encumber all or any portion of its Membership Rights except in strict
accordance with this Section 3.3. Any attempted Disposition or
Encumbrance of all or any portion of its Membership Rights, other than
in strict accordance with this Section 3.3, shall be, and is hereby
declared, null and void ab initio. The Members agree that breach of
the provisions of this Section 3.3 may cause irreparable injury to the
Company for which monetary damages (or other remedy at law) are
inadequate in view of (i) the complexities and uncertainties in
measuring the actual damages that would be sustained by reason of the
failure of a Member to comply with such provisions, (ii) the
uniqueness of the Company business and the relationship among the
Members. Accordingly, the Members agree that the provisions of this
Section 3.3 may be enforced by specific performance.

(b) DISPOSITIONS OF MEMBERSHIP RIGHTS.

(i) GENERAL RESTRICTION. A Member may not
Dispose of all or any portion of its Membership Rights without
the consent of a Unanimous Interest; Gprovided, however, that
this Section 3.3(b)(i) shall not apply to the following
Dispositions:

(A) Dispositions that are solely limited
to a Member's Interest, which are governed by Section
3.3(c); or

(B) Dispositions arising as a result of
the death, dissolution or Bankruptcy of a Member or
the occurrence of a Divorce or Spouse's Death, all of
which are governed by Article 10; provided, however,
that an Assignee

(14)
<PAGE> 20
to which such Member's Membership Rights have been
Disposed as a result of such Buyout Event may request
admission to the Company in the circumstances
described in Sections 10.6(a) or (b) (as applicable),
in which case such request shall be granted or denied
in accordance with Section 3.3(b)(ii)(B).

(ii) ADMISSION OF ASSIGNEE AS A MEMBER. An
Assignee has the right to be admitted to the Company as a
Member, with the Membership Rights (and attendant Sharing
Ratio and Commitment) so transferred to such Assignee, only if
the following requirements are satisfied:

(A) except for Dispositions resulting
from the death, dissolution, or Bankruptcy of a
Member or the occurrence of a Divorce or Spouse's
Death, (I) the Member making the Disposition must
have granted the Assignee either (y) the Member's
entire Membership Rights or (z) the express right to
be so admitted; and (II) such Disposition must be
consented to in accordance with Section 3.3(b)(i); or

(B) in the case of a Disposition
resulting from the death, dissolution, or Bankruptcy
of a Member or the occurrence of a Divorce or
Spouse's Death, (I) such Assignee must have been
granted (by will, probate court order, act of the
liquidator of a dissolved Entity, bankruptcy court
order, family court order, community property
partition or otherwise) either (y) the Member's
entire Membership Rights or (z) the express right to
be so admitted; and (II) such admission must receive
the consent of a Unanimous Interest.

Without limiting the generality of Section 6.2(d), each Member's consent to a
Disposition of Membership Rights or the admission of an Assignee as a Member
may be given or withheld in the Member's Sole Discretion. If an Assignee is
admitted to the Company as a Member, it shall cease to have the status of an
Assignee. If an Assignee requests admission, but such request is denied in
accordance with this Section 3.3(b)(ii), the Assignee shall continue to have
the status of an Assignee and shall only own the Interest attendant to the
Membership Rights transferred to it.

(i) GENERAL RESTRICTION. If a Member desires to
make a Disposition that is solely limited to all or a portion
of its Interest, it may do so without complying with Section
3.3(b), but it must first offer the other Members the right to
purchase such Interest (or portion thereof, as applicable), in
accordance with Section 3.3(c)(ii); provided, however, that
compliance with Section 3.3(c)(ii) shall not be required in
the case of (i) Dispositions by a Member to one of its
Affiliates; and (ii) Dispositions of all or any portion of a
Delinquent Member's Membership Rights to a purchaser at a
foreclosure of the security interest granted therein pursuant
to Section 4.3(b).

(15)
<PAGE> 21
(ii) PREFERENTIAL PURCHASE RIGHT.

(A) PROCEDURE. Should any Member at any
time desire to Dispose of all or a portion of its
Interest pursuant to a bona fide offer from another
Person (except in the circumstances described in the
proviso to Section 3.3(c)(i)), such Member (the
"Disposing Member") shall promptly give notice
thereof (the "Disposition Notice") to the Company and
the other Members. The Disposition Notice shall set
forth all relevant information with respect to the
proposed Disposition, including the name and address
of the prospective acquirer, the purchase price (and
any related information that is required by Section
3.3(c)(ii)(B)), the precise Interest that is the
subject of the Disposition, and any other terms and
conditions of the proposed Disposition. The other
Members shall have the preferential right to acquire
such Interest for the same purchase price, and on the
same terms and conditions, as are set forth in the
Disposition Notice, except as provided otherwise in
this Section 3.3(c)(ii). Each Member (other than the
Disposing Member) shall have 30 Days following its
receipt of the Disposition Notice in which to notify
the Disposing Member whether such Member desires to
exercise its preferential right; provided, however,
that, if any Person elects to require arbitration
pursuant to Section 3.3(c)(ii)(B)(11) and Article 11,
then the applicable deadline for all Members for
delivering such notice shall be 15 Days following
delivery of the Arbitrator's decision. (A notice in
which a Member exercises such right is referred to
herein as an "Exercise Notice", and a Member that
delivers an Exercise Notice is referred to herein as
a "Purchasing Member"). Any Member that does not
respond during the applicable period shall be deemed
to have waived such right. If there is more than one
Purchasing Member, each Purchasing Member shall
participate in the purchase in the same proportion
that its Sharing Ratio bears to the aggregate Sharing
Ratios of all Purchasing Members (or on such other
basis as the Purchasing Members may mutually agree).

(B) NON-CASH CONSIDERATION. If any
portion of the purchase price, as disclosed in the
Disposition Notice, is to be paid in a form other
than cash, the following procedures shall be
applicable:

(I) If any portion of the purchase
price is to be represented by a promissory
note (which term shall include any form of
deferred payment obligation), the Disposition
Notice shall set forth the terms of such
promissory note. With respect to such
portion of the purchase price, each
Purchasing Member shall have the option (to
be elected in its Exercise Notice), either
(y) to deliver an equivalent promissory note,
or (z) to pay in cash the principal amount of
such promissory note.

(16)
<PAGE> 22
(II) If any portion of the purchase
price is to be payable in a form other than
cash or a promissory note, the Disposition
Notice shall set forth the Disposing Member's
best estimate of the fair market value
thereof. If one or more Purchasing Members
disagree with such estimate, and if such
disagreement is not resolved within 20 Days
following delivery of the Disposition Notice,
any such Person, by notice to the others, may
require the determination of fair market
value to be made by the Arbitrator pursuant
to Article 11. With respect to such portion
of the purchase price, each Purchasing Member
shall have the option, to be elected in its
Exercise Notice, either (y) to make such
portion of the price in the same form as is
specified in the Disposition Notice, or (z)
to pay in cash the fair market value of such
portion of the price, as so determined by
agreement or arbitration.

(C) CLOSING. If the preferential right
is exercised in accordance with Section 3.4(a), the
closing of such purchase shall occur at the principal
place of business of the Company on the 30th Day
after the expiration of the preferential right period
(or, if later, the fifth Business Day after the
receipt of all applicable regulatory and governmental
approvals to the purchase), unless the Disposing
Member and the Purchasing Members agree upon a
different place or date. At the closing, (I) the
Disposing Member shall execute and deliver to the
Purchasing Members (y) an assignment of the Interest
described in the Disposition Notice, in form and
substance reasonably acceptable to the Purchasing
Members, containing a general warranty of title as to
such Interest (including that such Interest is free
and clear of any Encumbrances) and (z) any other
instruments reasonably requested by the Purchasing
Members to give effect to the purchase; and (II) the
Purchasing Members shall deliver to the Disposing
Member the purchase price specified in the
Disposition Notice in immediately available funds,
subject to any modifications thereof required by this
Section 3.3(c)(ii). The Sharing Ratios and
Commitments of the Members shall be deemed adjusted
to reflect the effect of the purchase.

(D) WAIVER OF PREFERENTIAL RIGHT. If no
Members deliver an Exercise Notice, the Disposing
Member shall have the right, subject to compliance
with the provisions of this Section 3.3, to Dispose
of the Interest described in the Disposition Notice
to the proposed Assignee strictly in accordance with
the terms of the Disposition Notice for a period of
60 Days after the expiration of the preferential
right period. If, however, the Disposing Member
fails so to Dispose of the interest within such
60-Day period, the proposed Disposition shall again
become subject to the preferential right set forth in
this Section 3.3(c)(ii).

(17)
<PAGE> 23
(d) REQUIREMENTS APPLICABLE TO ALL DISPOSITIONS AND
ADMISSIONS. In addition to the requirements set forth in Section
3.3(b) or (c), as applicable, any Disposition of Membership Rights or
any portion thereof (including an Interest), and any admission of an
Assignee as a Member, shall also be subject to the following
requirements, and such Disposition (and admission, if applicable)
shall not be effective unless such requirements are complied with;
provided, however, that a Majority Interest, in their Sole Discretion,
may waive any of the following requirements:

(i) DISPOSITION DOCUMENTS. The following
documents must be delivered to the Members and must be
satisfactory, in form and substance, to a Majority Interest:

(A) DISPOSITION INSTRUMENT. A copy of
the instrument pursuant to which the Disposition is
effected.

(B) RATIFICATION OF REGULATIONS. An
instrument, executed by the Member making the
Disposition and its Assignee, containing the
following information and agreements, to the extent
they are not contained in the instrument described in
Section 3.3(d)(i)(A): (i) the notice address of the
Assignee; (iii) the Sharing Ratios and (if the
Assignee is to be admitted as a Member) the
Commitments after the Disposition of the Member
effecting the Disposition and its Assignee (which
together must total the Sharing Ratio and the
Commitment of the Member effecting the Disposition
before the Disposition); (iii) if the Assignee is to
be admitted as a Member, (A) the Assignee's
ratification of these Regulations and agreement to be
bound by them, and (B) its confirmation that the
representations and warranties in Section 3.2 are
true and correct with respect to it; (iv) if the
Assignee is not to be admitted as a Member, an
acknowledgment by the Assignee that the Interest (or
other applicable Membership Rights) acquired by it is
subject in all respects to these Regulations; and
(iv) representations and warranties by the Member and
its Assignee (A) that the Disposition (and admission,
if applicable) is being made in accordance with all
applicable Law, and (B) that the matters set forth in
Sections 3.3(d)(1)(C) and (D) are true and correct.

(C) SECURITIES LAW OPINION. Unless the
Membership Rights (or portion thereof) subject to the
Disposition are registered under the Securities Act
and any applicable state securities Law, a favorable
opinion of the Company's legal counsel, or of other
legal counsel acceptable to a Majority Interest, to
the effect that the Disposition (and admission, if
applicable) is being made pursuant to a valid
exemption from registration under those Laws and in
accordance with those Laws.

(D) RESTRICTIONS ON DISPOSITION OF
INTERESTS IN A MEMBER. The Company must receive a
favorable opinion of the Company's legal counsel

(18)
<PAGE> 24
or legal counsel acceptable to a Majority Interest to
the effect that the Disposition would not result in
the Company's being considered to have terminated
within the meaning of Code Section 708.

(ii) PAYMENT OF EXPENSES. The Member effecting a
Disposition and its Assignee shall pay, or reimburse the
Company for, all costs and expenses incurred by the Company in
connection with the Disposition (and admission, if
applicable), including the legal fees incurred in connection
with the legal opinions referred to in Section 3.3(d)(i)(C)
and (D), on or before the tenth Day after the receipt by that
Person of the Company's invoice for the amount due. If
payment is not made by the date due, the Person owing that
amount shall pay interest on the unpaid amount from the date
due until paid at a rate per annum equal to the Default Rate.

(iii) EFFECTIVE DATE. Each Disposition (and
admission, if applicable) complying with the provisions of
this Section 3.3 is effective as of the first calendar Day of
the month immediately succeeding the month in which all of the
requirements of this Section 3.3(d) have been met.

(e) ENCUMBRANCES OF MEMBERSHIP RIGHTS. A Member may not
Encumber all or any portion of its Membership Rights without the
consent of Majority Interest (calculated without reference to the
Member desiring to make such Encumbrance); provided, however, that
this Section 3.3(e) shall not apply to (i) the creation of the
security interest granted pursuant to Section 4.3(b), or (ii)
Encumbrances by a Member in favor of one of its Affiliates.

3.4 CREATION OF ADDITIONAL MEMBERSHIP RIGHTS. Additional
Membership Rights may be created and issued to existing Members or to other
Persons, and such other Persons may be admitted to the Company as Members, at
the direction of Majority Interest on such terms and conditions as such
Majority Interest may determine at the time of admission. The terms of
admission or issuance must specify the Sharing Ratios and the Commitments
applicable thereto and may provide for the creation of different classes or
groups of Members having different rights, powers, and duties. A Majority
Interest may reflect the creation of any new class or group in an amendment to
these Regulations indicating the different rights, powers, and duties, and such
an amendment need be executed only by a Majority Interest. Any such admission
is effective only after the new Member has executed and delivered to the
Members an instrument containing the notice address of the new Member, the
Assignee's ratification of these Regulations and agreement to be bound by them,
and its confirmation that the representations and warranties in Section 3.2 are
true and correct with respect to it. The provisions of this Section 3.4 shall
not apply to Dispositions of Membership Rights or admissions of Assignees in
connection therewith, such matters being governed by Section 3.3.

3.5 DISPOSITIONS OF INTERESTS IN A MEMBER. No Member that is not
a natural person may cause or permit an interest, direct or indirect, in itself
to be Disposed of such that, after the

(19)
<PAGE> 25
Disposition the Company would be considered to have terminated within the
meaning of Code Section 708.

3.6 WITHDRAWAL. A Member does not have the right to Withdraw;
provided, however, a Member shall have the power to Withdraw at any time in
violation of these Regulations. If a Member exercises such power in violation
of these Regulations, (a) such Withdrawing Member shall be liable to the
Company and the other Members for all monetary damages suffered by them as a
result of such Withdrawal (including indirect, incidental and consequential
damages); (b) such other Members shall, in addition thereto, have the rights
set forth in Article 10; and (c) such Withdrawing Member shall not have any
rights under Article 18.603 of the Act. In no event shall the Company or any
Member have the right, through specific performance or otherwise, to prevent a
Member from Withdrawing in violation of these Regulations.

3.7 INFORMATION. (a) In addition to the other rights specifically
set forth in these Regulations, each Member and each Assignee is entitled to
all information to which that Member or Assignee is entitled to have access
pursuant to Article 18-305 of the Act under the circumstances and subject to
the conditions therein stated. The Members (on behalf of themselves and their
Assignees) agree, however, that a Majority Interest may determine, due to
contractual obligations, business concerns, or other considerations, that
certain information regarding the business, affairs, properties, and financial
condition of the Company should be kept confidential and not provided to some
or all other Members or Assignees, and that it is not just or reasonable for
those Members or Assignees (or representatives thereof) to examine or copy that
information. An Assignee shall not have any right to require information or
account of transactions of the Company or to make inspection of the books and
records of the Company, except to the extent such rights are also conferred on
Assignees pursuant to Article 18-305 of the Act.

(b) The Members (on behalf of themselves and their Assignees)
acknowledge that they may receive information from or regarding the Company in
the nature of trade secrets or that otherwise is confidential, the release of
which may be damaging to the Company or Persons with which it does business.
Each Member and Assignee shall hold in strict confidence any information it
receives regarding the Company that is identified as being confidential (and if
that information is provided in writing, that is so marked) and may not disclose
it to any Person other than another Member, except for disclosures (i) compelled
by Law (but the Member or Assignee must notify the other Members promptly of any
request for that information before disclosing it, if practicable), (ii) to
advisers or representatives of the Member or Assignee, but only if the
recipients have agreed to be bound by the provisions of this Section 3.7(b), or
(iii) of information that Member or Assignee also has received from a source
independent of the Company that the Member or Assignee reasonably believes
obtained that information without breach of any obligation of confidentiality.
The Members (on behalf of themselves and their Assignees) agree that breach of
the provisions of this Section 3.7(b) may cause irreparable injury to the
Company for which monetary damages (or other remedy at law) are inadequate in
view of (y) the complexities and uncertainties in measuring the actual damages
that would be sustained by reason of the failure of a Member or Assignee to
comply with such provisions, and (z) the uniqueness of the Company business and
the confidential nature of the information described in this Section 3.7(b).
Accordingly, the Members (on behalf of

(20)
<PAGE> 26
themselves and their Assignees) agree that the provisions of this Section 3.7(b)
may be enforced by specific performance.

(c) Each Member shall reimburse the Company for all costs and
expenses incurred by the Company in connection with the Member's inspection and
copying of the Company's books and records.

3.8 LIABILITY TO THIRD PARTIES. No Member shall be liable for the
debts, obligations or liabilities of the Company, including under a judgment
decree or order of a court.

3.9 EXPULSION. A Member may not be Expelled except in accordance
with Article 10.

3.10 SPOUSES OF MEMBERS. Spouses of the Members do not become
Members as a result of such marital relationship. Each spouse of a Member has
executed a Spouse's Agreement in the form of Exhibit B.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.1 INITIAL CONTRIBUTIONS. Contemporaneously with the execution
by such Member of these Regulations, each Member shall make the Capital
Contributions described for that Member in Exhibit A.

4.2 SUBSEQUENT CONTRIBUTIONS. Without creating any rights in
favor of any third party, each Member shall contribute to the Company, in cash,
on or before the date specified as hereinafter described, that Member's Sharing
Ratio of all monies that in the judgment of a Majority Interest are necessary
to enable the Company to cause the assets of the Company to be properly
operated and maintained and to discharge its costs, expenses, obligations, and
liabilities; provided, however, that a Member is not obligated to contribute a
total amount that, when added to all Capital Contributions that Member
previously has made pursuant to Section 4.1 or this Section 4.2, exceeds that
Member's Commitment. A Majority Interest shall notify each other Member of the
need for Capital Contributions pursuant to this Section 4.2 when appropriate,
which notice must include a statement in reasonable detail of the proposed uses
of the Capital Contributions and a date (which date may be no earlier than the
fifth Business Day following each Member's receipt of its notice) before which
the Capital Contributions must be made. Notices for Capital Contributions must
be made to all Members in accordance with their Sharing Ratios.

4.3 FAILURE TO CONTRIBUTE. (a) If a Member does not contribute,
within 10 Days of the date required, all or any portion of a Capital
Contribution that Member is required to make as provided in these Regulations,
a Majority Interest may cause the Company to exercise, on notice to that Member
(the "Delinquent Member"), one or more of the following remedies:

(i) taking such action (including court proceedings) as a
Majority Interest may deem appropriate to obtain payment by the
Delinquent Member of the portion of the

(21)
<PAGE> 27
Delinquent Member's Capital Contribution that is in default, together
with interest thereon at the Default Rate from the date that the
Capital Contribution was due until the date that it is made, all at
the cost and expense of the Delinquent Member;

(ii) permitting the other Members in proportion to their
Sharing Ratios or in such other percentages as they may agree (the
"Lending Member," whether one or more), to advance the portion of the
Delinquent Member's Capital Contribution that is in default, with the
following results:

(A) the sum advanced constitutes a loan from the
Lending Member to the Delinquent Member and a Capital
Contribution of that sum to the Company by the Delinquent
Member pursuant to the applicable provisions of these
Regulations,

(B) the principal balance of the loan and all
accrued unpaid interest thereon is due and payable in whole on
the tenth Day after written demand therefor by the Lending
Member to the Delinquent Member,

(C) the amount lent bears interest at the Default
Rate from the Day that the advance is deemed made until the
date that the loan, together with all interest accrued on it,
is repaid to the Lending Member,

(D) all distributions from the Company that
otherwise would be made to the Delinquent Member (whether
before or after dissolution of the Company) instead shall be
paid to the Lending Member until the loan and all interest
accrued on it have been paid in full to the Lending Member
(with payments being applied first to accrued and unpaid
interest and then to principal),

(E) the payment of the loan and interest accrued
on it is secured by a security interest in the Delinquent
Member's Membership Rights, as more fully set forth in Section
4.3(b), and

(F) the Lending Member has the right, in addition
to the other rights and remedies granted to it pursuant to
these Regulations or available to it at Law or in equity, to
take any action (including court proceedings) that the Lending
Member may deem appropriate to obtain payment by the
Delinquent Member of the loan and all accrued and unpaid
interest on it, at the cost and expense of the Delinquent
Member;

(iii) exercising the rights of a secured party under the
Uniform Commercial Code of the State of Delaware, as more fully set
forth in Section 4.3(b); or

(iv) exercising any other rights and remedies available at
Law or in equity.

(22)
<PAGE> 28
In addition, the failure to make such contributions shall constitute a Default
by the Delinquent Member, and the other Members shall have the rights set forth
in Article 10 with respect to such Default.

(b) Each Member grants to the Company, and to each Lending Member with
respect to any loans made by the Lending Member to that Member as a Delinquent
Member pursuant to Section 4.3(a)(ii), as security, equally and ratably, for the
payment of all Capital Contributions that Member has agreed to make and the
payment of all loans and interest accrued on them made by Lending Members to
that Member as a Delinquent Member pursuant to Section 4.3(a)(ii), a security
interest in and a general lien on its Membership Rights and the proceeds
thereof, all under the Uniform Commercial Code of the State of Delaware. On any
default in the payment of a Capital Contribution or in the payment of such a
loan or interest accrued on it, the Company or the Lending Member, as
applicable, is entitled to all the rights and remedies of a secured party under
the Uniform Commercial Code of the State of Delaware with respect to the
security interest granted in this Section 4.3(b). Each Member shall execute and
deliver to the Company and the other Members all financing statements and other
instruments that the a Majority Interest or the Lending Member, as applicable,
may request to effectuate and carry out the preceding provisions of this Section
4.3(b). At the option a Majority Interest or a Lending Member, these
Regulations or a carbon, photographic, or other copy hereof may serve as a
financing statement.

4.4 RETURN OF CONTRIBUTIONS. A Member is not entitled to the
return of any part of its Capital Contributions or to be paid interest in
respect of either its capital account or its Capital Contributions. An
unrepaid Capital Contribution is not a liability of the Company or of any
Member. A Member is not required to contribute or to lend any cash or property
to the Company to enable the Company to return any Member's Capital
Contributions.

4.5 ADVANCES BY MEMBERS. If the Company does not have sufficient
cash to pay its obligations, any Member(s) that may agree to do so with the
consent of Majority Interest may advance all or part of the needed funds to or
on behalf of the Company. An advance described in this Section 4.5 constitutes
a loan from the Member to the Company, bears interest at the Prime Rate from
the date of the advance until the date of payment, and is not a Capital
Contribution.

4.6 CAPITAL ACCOUNTS. A Capital Account shall be established and
maintained for each Member.

ARTICLE 5
ALLOCATIONS AND DISTRIBUTIONS

5.1 DISTRIBUTIONS OF NET CASH FLOW. Net Cash Flow shall be
distributed as often as determined by a Majority Interest but no less
frequently than the 30th Day following the end of each fiscal year to the
Members in the following order of priority:

(23)
<PAGE> 29
(a) to the Members in proportion to their respective
Unpaid Investment Return until the Members have received a return of
their respective Unpaid Investment Return; and then

(b) to the Members in proportion to their respective
Unreturned Investment Capital until the Members have received a return
of their respective Unreturned Investment Capital; and then

5.2 DISTRIBUTIONS OF NET CAPITAL PROCEEDS. Within 60 Days of the
Company's receipt of proceeds from a Capital Transaction (other than a
Terminating Capital Transaction), the Net Capital Proceeds therefrom shall be
distributed and applied by the Company in the following order of priority:

(a) to the Members in proportion to their respective
Unpaid Investment Return until the Members have received a return of
their respective Unpaid Investment Return; and then

(b) to the Members in proportion to their respective
Unreturned Investment Capital until the Members have received a return
of their respective Unreturned Investment Capital; and then

5.3 DISTRIBUTIONS ON DISSOLUTION AND WINDING UP. Upon the
dissolution and winding up of the Company, after adjusting the Capital Accounts
for all distributions made under Sections 5.1 and 5.2 and all allocations under
Article 5, all available proceeds distributable to the Members as determined
under Section 12.2 shall be distributed in the following order of priority:

(a) to the Members in proportion to their respective
Unpaid Investment Return until the Members have received pursuant to
this Section 5.3(a) their respective Unpaid Investment Return;
provided, however, that no Member shall be distributed an amount
pursuant to this Section 5.3(a) in excess of the Member's positive
Capital Account balance; and then

(b) to the Members in proportion to their respective
Unreturned Investment Capital until the Members have received pursuant
to this Section 5.3(b) their respective Unreturned Investment Capital;
provided, however, that no Member shall ever be distributed an amount
pursuant to this Section 5.3(b) in excess of its positive Capital
Account balance; and then

(24)
<PAGE> 30
(c) to all Members in an amount equal to their respective
positive Capital Account balances as reduced by the distributions
required by Sections 5.3(a) and 5.3(b).

5.4 ALLOCATIONS OF PROFIT AND LOSS. Profit and Loss of the
Company shall be allocated as follows:

(a) Loss shall be allocated in the following order of
priority:

(i) to each Member until the cumulative Losses
allocated to such Member under this Section 5.4(a)(i) equal
the cumulative Profits allocated to such Member under Section
5.4(b)(iii) for all prior periods; and then

(ii) to the Members in proportion to their
respective positive Adjusted Capital Account balances in an
amount equal to, but not in excess of, the positive Adjusted
Capital Account balance of each Member as determined prior to
the allocation provided for in this Section 5.4(a)(ii); and
then

(iii) to the Members in their Sharing Ratios.

(b) Profit shall be allocated in the following order of
priority:

(i) to the Members until the cumulative Profits
allocated to the Members under this Section 5.4(b)(i) equal
the cumulative Losses allocated to the Members under Section
5.4(a)(iii) for all prior periods, with such Profits allocated
among the Members in proportion to their respective shares of
the cumulative Losses allocated to the Members under Section
5.4(a)(iii); and then

(ii) to the Members until the cumulative Profits
allocated to the Member under this Section 5.4(b)(ii) equals
the cumulative Losses allocated to the Members under Section
5.4(a)(ii) for all prior periods, with such Profits allocated
among the Members in proportion to their respective shares of
the cumulative Losses allocated to the Members under Section
5.4(a)(ii); and then

(iii) third, to the Members in their Sharing
Ratios.

5.5 ALLOCATION OF NET GAINS OR NET LOSSES FROM THE DISSOLUTION AND
WINDING UP OF THE COMPANY.

(a) NET GAINS. After adjusting the Capital Accounts for
distributions under Sections 5.1 and 5.2 and allocations under Section
5.4 and Sections 5.8 through 5.16 for the year, net gain resulting
from a sale of the Company's property upon the dissolution and winding
up of the Company shall be allocated to the Members in the following
order of priority:

(25)
<PAGE> 31
(i) if the Capital Account of any Member has a
negative balance, to such Member to the extent of such
negative balance. If the Capital Accounts of more than one
Member have a negative balance, net gain, to the extent of the
aggregate negative balances in the Capital Accounts of the
Members, shall be allocated to the Members in proportion to
their respective negative balances; and then

(ii) to the Members to the extent necessary to
cause their respective positive Capital Account balances to
equal the aggregate amount distributable pursuant to Section
5.3(a) in proportion to their respective distributable amounts
pursuant to Section 5.3(a); and then

(iii) after the Capital Accounts of the Members are
adjusted for the allocation of net gains under Sections
5.5(a)(i) and 5.5(a)(ii) and distributions under Section
5.3(a), to the Members to the extent necessary to cause their
respective positive Capital Account balances to equal the
aggregate amount distributable to them pursuant to Section
5.3(b) in proportion to their respective distributable amounts
pursuant to Section 5.3(b); and then

(iv) fourth, all remaining net gain shall be
allocated to the Members in their Sharing Ratios.

(b) NET LOSS. After adjusting the Capital Accounts for
distributions under Sections 5.1 and 5.2 and allocations under Section
5.4 and Sections 5.8 through 5.16 for the year, net loss resulting
from a sale of the Company's property upon the dissolution and winding
up of the Company shall be allocated to the Members in the following
order of priority:

(i) to those Members in the least amount
necessary and to the extent possible so that the Members'
Excess Balances (as hereinafter defined) are as closely as
possible in the ratio of their Sharing Ratios and then to all
Members in proportion to their Excess Balances until the
Excess Balances are reduced to zero. A Member's Excess
Balance is defined as the amount, if any, by which the
positive balance in its Capital Account exceeds the aggregate
amount of Unpaid Investment Return plus Unreturned Investment
Capital; and then

(ii) to the Members with positive Capital Account
balances in proportion to such positive Capital Account
balances until such balances are reduced to zero; and then

(iii) to the Members in their Sharing Ratios.

5.6 ADJUSTMENT OF BOOK VALUE. Book Value with respect to any
asset of the Company is the asset's adjusted tax basis for federal income tax
purposes, except as follows:

(26)
<PAGE> 32
(a) The initial Book Value of any asset contributed to
the Company by a Member shall be the fair market value of the asset as
of the date of contribution.

(b) The Book Value of each asset shall be its respective
fair market value, as of (i) the issuance of an Interest in the
Company to a new or existing Member in exchange for a Capital
Contribution, (ii) the distribution by the Company to a Member in
liquidation of the Member's interest in the Company, and (iii) the
liquidation of the Company within the meaning of Treasury Regulation
Section 1.704-1(b)(2)(ii)(g).

(c) The Book Value of each asset distributed to any
Member will be the fair market value of the asset as of the date of
distribution.

(d) The Book Value of each asset will be increased or
decreased to reflect any adjustment to the adjusted basis of the asset
under Code Section 734(b) or 743(b), but only to the extent that the
adjustment is taken into account in determining Capital Accounts under
Treasury Regulation Section 1.704-1(b)(2)(iv)(m), provided that the
Book Value will not be adjusted under this Section 5.6(d) to the
extent that an adjustment under Section 5.6(b) is necessary or
appropriate in connection with a transaction that would otherwise
result in an adjustment under this Section 5.6(d).

Book Value will be adjusted by Book Depreciation, and gain or loss on a
disposition of any asset shall be determined by reference to such assets Book
Value as adjusted herein. The determination of the fair market value of
property as required under this Section 5.6 shall be determined by an
independent appraiser selected selected by a Majority Interest.

5.7 TAX ALLOCATIONS.

(a) Except as otherwise provided in this Section 5.7,
each item of income, gain, loss, deduction and credit determined for
federal income tax purposes shall be allocated among the Members in
the same manner as each correlative item of income, gain, loss,
deduction and credit is allocated to the Members for purposes of
maintaining their respective Capital Accounts.

(b) Under Code Section 704(c) and Treasury Regulation
Section 1.704-1(b)(2)(iv)(d)(3), income, gain, loss and deduction with
respect to any asset contributed to the capital of the Company, solely
for federal income tax purposes, shall be allocated among the Members
so as to take into account any variation between the adjusted tax
basis of the asset for federal income tax purposes and the initial
Book Value. If the Book Value of any asset is adjusted under Section
5.6, subsequent allocations of income, gain, loss and deduction,
solely for federal income tax purposes, will be allocated among the
Members so as to take into account any variation between the adjusted
tax basis of the asset and its Book Value as adjusted in the manner
required under Treasury Regulation Section 1.704-3(a)(6). The
allocations required by this Section 5.7 shall be made by a Majority
Interest using any reasonable method that is permissible under
applicable Law.

(27)
<PAGE> 33
5.8 STOP LOSS. Notwithstanding any other provision hereof to the
contrary, no Loss (or item of loss or deduction) of the Company shall be
allocated to a Member if such allocation would result in a deficit balance in
such Member's Adjusted Capital Account. Such Loss (or item of loss or
deduction) shall be allocated among the Members whose Adjusted Capital Account
balances are positive in proportion to such positive balances to the extent
necessary to reduce the balances of such other Member's positive Adjusted
Capital Accounts balances to zero, it being the intention of the Members that
no Member's positive Adjusted Capital Account balance shall fall below zero
while any other Member's positive Adjusted Capital Account balance has a
positive balance.

5.9 NONRECOURSE DEDUCTIONS. All Nonrecourse Deductions shall be
allocated among the Members in their Sharing Ratios.

5.10 MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision
hereof to the contrary, if there is a net decrease in Minimum Gain for a
taxable year (or if there was a net decrease in Minimum Gain for a prior fiscal
year and the Company did not have sufficient amounts of income and gain during
prior years to allocate among the Members under this Section 5.10), then items
of income and gain shall be allocated to each Member in an amount equal to such
Members' share of the net decrease in such Minimum Gain (as determined pursuant
to Treasury Regulation Section 1.704-2(g)(2)). It is the intent of the Members
that any allocation pursuant to this Section 5.10 shall constitute a "minimum
gain chargeback" under Treasury Regulation Section 1.704-2(f) and shall be
interpreted consistently therewith.

5.11 MEMBER NONRECOURSE DEDUCTIONS. All Member Nonrecourse
Deductions attributable to Member Nonrecourse Debt shall be allocated among the
Members bearing the economic risk of loss for such debt as determined under
Treasury Regulation Section 1.704-2(b)(4); provided, however, that if more than
one Member bears the economic risk of loss for such debt, the Member
Nonrecourse Deductions attributable to such debt shall be allocated to and
among the Members in the same proportion that they bear the economic risk of
loss for such debt. This Section 5.11 is intended to comply with the provision
of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently
therewith.

5.12 MEMBER NONRECOURSE MINIMUM GAIN CHARGEBACK. Notwithstanding
any other provision hereof to the contrary (except for Section 5.10 regarding
minimum gain chargeback), if there is a net decrease in Member Nonrecourse
Minimum Gain for a taxable year (or if there was a net decrease in Member
Nonrecourse Minimum Gain for a prior fiscal year and the Company did not have
sufficient amounts of income and gain during prior years to allocate among the
Members under this Section 5.12), then items of income and gain shall be
allocated to each Member in an amount equal to such Member's share of the net
decrease in such Member's Nonrecourse Minimum Gain (as determined pursuant to
Treasury Regulation Section 1.704-2(i)(4)). It is the intent of the Members
that any allocation pursuant to this Section 5.12 shall constitute a "minimum
gain chargeback"' under Treasury Regulation Section 1.704-2(i)(4) and shall be
interpreted consistently therewith.

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5.13 QUALIFIED INCOME OFFSET. A Member who unexpectedly receives
any adjustment, allocation or distribution described in Treasury Regulation
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated items
of income or gain (after the allocations required by Section 5.10 regarding
minimum gain chargeback and Section 5.12 regarding minimum gain chargeback for
Member Nonrecourse Debt but before any other allocation required by this
Article 5) in an amount and in the manner sufficient to eliminate any deficit
balance in his Adjusted Capital Account as quickly as possible. This Section
5.13 is intended to satisfy the provisions of Treasury Regulation Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

5.14 CURATIVE ALLOCATION. If any items of income and gain
(including gross income) or loss and deduction are allocated to a Member
pursuant to Sections 5.8, 5.10, 5.12, 5.13 and 5.16, then, prior to any
allocation pursuant to Section 5.4 or 5.5, and subject to Sections 5.8, 5.10,
5.12, 5.13 and 5.16, items of income and gain (including gross income) and
items of loss and deduction for subsequent periods shall be allocated to the
Members in a manner designed to result in each Member's Adjusted Capital
Account having a balance equal to the balance it would have had had such
allocation of income and gain (including gross income) and item of loss and
deduction not occurred pursuant to Sections 5.8, 5.10, 5.12, 5.13 and 5.16.

5.15 INVESTMENT RETURN ALLOCATION. After giving effect to all
special allocations provided in Sections 5.10 through 5.14 and Section 5.16,
all or a portion of the remaining items of income or gain for the taxable year,
if any, will be specially allocated to the Members in proportion to the
cumulative distributions each Member has received pursuant to Section 5.1(a)
and 5.2(a) from the formation of the Company and is reasonably anticipated to
receive to a date 75 Days after the end of the taxable year until the aggregate
amounts of income and gain allocated to each such Member pursuant to this
Section 5.15 for the year in question and all prior years is equal to such
cumulative distribution.

5.16 GROSS INCOME ALLOCATION. Except as required by Sections 5.10,
5.12, and 5.13, each Member who has a deficit Adjusted Capital Account balance
at the end of the taxable year will be specially allocated items of income and
gain in the amount of the excess as quickly as possible.

5.17 INTERESTS IN COMPANY. Notwithstanding any other provision of
these Regulations, no allocation of Profits or Losses or item thereof will be
made to a Member if the allocation would not have "economic effect" under
Treasury Regulation Section 1.704-1(b)(2)(ii) or otherwise would not be in
accordance with the Members' interests in the Company within the meaning of
Treasury Regulation Section 1.704-1(b)(4) or 1.704-2(b)(1). A Majority
Interest will have the authority to reallocate any item in accordance with this
Section 5.17; provided, however, that (a) no such change shall have a material
adverse effect upon the amount of cash or other property distributable to any
Member, (b) each Member shall have 30 Days prior notice of such proposed
modification and (c) if such proposed modification would be material, the
Company shall have received an opinion of tax counsel to the Company that such
modification is necessary to comply with Code Section 704(b).

5.18 CODE SECTION 754 ADJUSTMENT. To the extent an adjustment to
the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or
Code Section 743(b) is required to be

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taken into account in determining Capital Accounts pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to the
Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases basis),
and the gain or loss shall be specially allocated to the Members in a manner
consistent with the manner in which their Capital Accounts are required to be
adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

5.19 WITHHOLDING. All amounts required to be withheld pursuant to
Code Section 1446 or any other provision of federal, state, or local tax law
shall be treated as amounts actually distributed to the affected Members for
all purposes under these Regulations.

5.20 VARYING INTERESTS. All Profit and Loss (and any item of
income, gain, loss, deduction or credit specially allocated under these
Regulations) shall be allocated, and all distributions shall be made, to the
Persons shown on the records of the Company to have been Members as of the last
calendar day of the period for which the allocation or distribution is to be
made. Notwithstanding the foregoing, if during any taxable year there is a
change in any Member's interest in the Company, the Members agree that their
allocable shares of the Profits and Losses (or items thereof) for the taxable
year shall be determined on any method determined by a Majority Interest to be
permissible by Code Section 706 and the related Treasury Regulations to take
account of the Member's varying interest.

ARTICLE 6
INDEMNIFICATION

6.1 RIGHT TO INDEMNIFICATION. Subject to the limitations and
conditions as provided in this Article 7, each Person who was or is made a
party or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (hereinafter a "Proceeding"), or
any appeal in such a Proceeding or any inquiry or investigation that could lead
to such a Proceeding, by reason of the fact that it, or a Person of whom it is
the legal representative, is or was a Member of the Company or while a Member
of the Company is or was serving at the request of the Company as a member,
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise shall be indemnified by the Company to the
fullest extent permitted by the Act, as the same exist or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said Law permitted the Company to provide prior to such amendment) against
judgments, penalties (including excise and similar taxes and punitive damages),
fines, settlements and reasonable expenses (including attorneys' fees) actually
incurred by such Person in connection with such Proceeding, and indemnification
under this Article 7 shall continue as to a Person who has ceased to serve in
the capacity which initially entitled such Person to indemnity hereunder. The
rights granted pursuant to this Article 7 shall be deemed contract rights, and
no amendment, modification or repeal of this Article 7 shall have the effect of
limiting or

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denying any such rights with respect to actions taken or Proceedings arising
prior to any such amendment, modification or repeal. It is expressly
acknowledged that the indemnification provided in this Article 7 could involve
indemnification for negligence or under theories of strict liability.

6.2 ADVANCE PAYMENT. The right to indemnification conferred in
this Article 7 shall include the right to be paid or reimbursed by the Company
the reasonable expenses incurred by a Person of the type entitled to be
indemnified under Section 7.1 who was, is or is threatened to be made a named
defendant or respondent in a Proceeding in advance of the final disposition of
the Proceeding and without any determination as to the Person's ultimate
entitlement to indemnification; provided, however, that the payment of such
expenses incurred by any such Person in advance of the final disposition of a
Proceeding shall be made only upon delivery to the Company of a written
affirmation by such Person of its good faith belief that it has met the
standard of conduct necessary for indemnification under this Article 7 and a
written undertaking, by or on behalf of such Person, to repay an amounts so
advanced if it shall ultimately be determined that such indemnified Person is
not entitled to be indemnified under this Article 7 or otherwise.

6.3 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS. The
Company, by adoption of a resolution of a Majority Interest, may indemnify and
advance expenses to an Officer, employee or agent of the Company to the same
extent and subject to the same conditions under which it may indemnify and
advance expenses to Members under this Article 7; and, the Company may
indemnify and advance expenses to Persons who are not or were not Members,
Officers, employees or agents of the Company but who are or were serving at the
request of the Company as a member, director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic limited liability company, corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise, against
any liability asserted against such Person and incurred by such Person in such
a capacity or arising out of its status as such a Person to the same extent
that the Company may indemnify and advance expenses to Members under this
Article 7.

6.4 APPEARANCE AS A WITNESS. Notwithstanding any other provision
of this Article 7, the Company may pay or reimburse expenses incurred by a
Member in connection with its appearance as a witness or other participation in
a Proceeding at a time when it is not a named defendant or respondent in the
Proceeding.

6.5 NONEXCLUSIVITY OF RIGHTS. The right to indemnification and
the advancement and payment of expenses conferred in this Article 7 shall not
be exclusive of any other right which a Member or other Person indemnified
pursuant to Section 7.3 may have or hereafter acquire under any Law, provision
of the Articles or these Regulations, agreement, vote of Members or otherwise.

6.6 INSURANCE. The Company may purchase and maintain insurance, at
its expense, to protect itself and any Person who is or was serving as a
Member, Officer, employee or agent of the Company or is or was serving at the
request of the Company as a member, director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic limited liability company, corporation, partnership, joint venture,
sole proprietorship, trust, employee

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benefit plan or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such Person
against such expense, liability or loss under this Article 7.

6.7 MEMBER NOTIFICATION. To the extent required by Law, any
indemnification of or advance of expenses to a Member in accordance with this
Article 7 shall be reported in writing to the other Members with or before the
notice or waiver of notice of the next Members' meeting or with or before the
next submission to Members of a consent to action without a meeting and, in any
case, within the 12-month period immediately following the date of the
indemnification or advance.

6.8 SAVINGS CLAUSE. If this Article 7 or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless each Member or any other
Person indemnified pursuant to this Article 7 as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent permitted by any applicable
portion of this Article 7 that shall not have been invalidated and to the
fullest extent permitted by Law.

ARTICLE 7
TAXES

7.1 TAX RETURNS. The Company shall prepare and timely file all
federal, state and local tax returns required to be filed by the Company. Each
Member shall furnish to the Company all pertinent information in its possession
relating to the Company's operations that is necessary to enable the Company's
tax returns to be timely prepared and filed. The Company shall deliver a copy
of each such return to the Members on or before ten Days prior to the due date
of any such return, together with such additional information as may be
required by the Members in order for the Members to file their individual
returns reflecting the Company's operations. The Company shall bear the costs
of the preparation and filing of its returns.

7.2 TAX ELECTIONS. The Company shall make the following elections
on the appropriate tax returns:

(a) to adopt the calendar year as the Company's fiscal
year.

(b) to adopt the accrual method of accounting and to keep
the Company's books and records on the income-tax method;

(c) if a distribution of the Company's property as
described in Code Section 734 occurs or upon a transfer of Membership
Rights as described in Code Section 743 occurs, on request by notice
from any Member, to elect, pursuant to Code Section 754, to adjust the
basis of Company's properties;

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(d) to elect to amortize the organizational expenses of
the Company ratably over a period of 60 months as permitted by Section
709(b) of the Code; and

(e) any other election a Majority Interest may deem
appropriate and in the best interests of the Members.

Neither the Company nor any Member may make an election for the Company
to be excluded from the application of the provisions of subchapter K of
chapter 1 of subtitle A of the Code or any similar provisions of applicable
state law and no provision of these Regulations (including Section 2.7) shall
be construed to sanction or approve such an election.

7.3 TAX MATTERS MEMBER. (a) The "tax matters partner" shall be
the Member that has the largest Sharing Ratio in Profits at the close of the
applicable taxable year. Any member who is designated as the "tax matters
partner" is referred to herein as the "Tax Matters Member.") The Tax Matters
Member shall take such action as may be necessary to cause to the extent
possible each other Member to become a "notice partner" within the meaning of
Section 6223 of the Code. The Tax Matters Member shall inform each other
Member of all significant matters that may come to its attention in its
capacity as Tax Matters Member by giving notice thereof on or before the fifth
Business Day after becoming aware thereof and, within that time, shall forward
to each other Member copies of all significant written communications it may
receive in that capacity.

(b) The Tax Matters Member shall take no action without the
authorization of a Majority Interest, other than such action as may be required
by Law. Any cost or expense incurred by the Tax Matters Member in connection
with its duties, including the preparation for or pursuance of administrative or
judicial proceedings, shall be paid by the Company.

(c) The Tax Matters Member shall not enter into any extension of the
period of limitations for making assessments on behalf of the Members without
first obtaining the consent of a Majority Interest. The Tax Matters Member
shall not bind any Member to a settlement agreement without obtaining the
consent of such Members. Any Member that enters into a settlement agreement
with respect to any Company item (within the meaning of Code Section 6231(a)(3))
shall notify the other Members of such settlement agreement and its terms within
90 Days from the date of the settlement.

(d) No Member shall file a request pursuant to Code Section 6227 for
an administrative adjustment of Company items for any taxable year without first
notifying the other Members. If a Majority Interest consents to the requested
adjustment, the Tax Matters Member shall file the request for the administrative
adjustment on behalf of the Members. If such consent is not obtained within 30
Days from such notice, or within the period required to timely file the request
for administrative adjustment, if shorter, any Member, including the Tax Matters
Member, may file a request for administrative adjustment on its own behalf. Any
Member intending to file a petition under Code Sections 6226, 6228 or other Code
Section with respect to any item involving the Company shall notify the other
Members of such intention and the nature of the contemplated proceeding. In the
case where the Tax Matters Member is the Member intending to file such petition

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on behalf of the Company, such notice shall be given within a reasonable
period of time to allow the other Members to participate in the choosing of the
forum in which such petition will be filed.

(e) If any Member intends to file a notice of inconsistent treatment
under Code Section 6222(b), such Member shall give reasonable notice under the
circumstances to the other Members of such intent and the manner in which the
Member's intended treatment of an item is (or may be) inconsistent with the
treatment of that item by the other Members.

ARTICLE 8
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

8.1 MAINTENANCE OF BOOKS. The Members shall keep or cause to be
kept at the principal office of the Company complete and accurate books and
records of the Company, supporting documentation of the transactions with
respect to the conduct of the Company's business and minutes of the proceedings
of its Members and each committee of the Members. The records shall include,
but not be limited to, complete and accurate information regarding the state of
the business and financial condition of the Company, a copy of the Articles and
these Regulations and all amendments thereto; a current list of the names and
last known business, residence, or mailing addresses of all Members; each
Member's Interest; and the Company's federal, state, and local tax returns for
the Company's six most recent tax years.

8.2 REPORTS. On or before the 120th Day following the end of each
fiscal year during the term of the Company, each Member shall be furnished with
a balance sheet, an income statement, and a statement of changes in Members'
capital of the Company for, or as of the end of, that year certified by a
recognized firm of certified public accountants. These financial statements
must be prepared in accordance with accounting principles generally employed
for accrual basis records consistently applied (except as therein noted) and
must be accompanied by a report of the certified public accountants certifying
the statements and stating that (a) their examination was made in accordance
with generally accepted auditing standards and, in their opinion, the financial
statements fairly present the financial position, financial results of
operations, and changes in Members' capital in accordance with accounting
principles employed for accrual basis records consistently applied (except as
therein noted) and (b) in making the examination and reporting on the financial
statements described above, nothing came to their attention that caused them to
believe that (i) the income and revenues were not paid or credited in
accordance with the financial and accounting provisions of these Regulations,
(ii) the costs and expenses were not charged in accordance with the financial
and accounting provisions of these Regulations, or if they do conclude that the
Members so failed, specifying the nature and period of existence of the
failure. A Majority Interest also may cause to be prepared or delivered such
other reports as they may deem appropriate. The Company shall bear the costs
of all these reports.

8.3 ACCOUNTS. The Members shall establish one or more separate
bank and investment accounts and arrangements for the Company, which shall be
maintained in the Company's name with financial institutions and firms that a
Majority Interest determine. The Members may not commingle the Company's funds
with the funds of any Member; provided, however, that the Company funds

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may be invested in a manner the same as or similar to the Members' investment
of their own funds or investments by their Affiliates.

ARTICLE 9
BUYOUT OPTION

9.1 BUYOUT EVENTS. This Article 10 shall apply to any of the
following events (each a "Buyout Event"):

(a) a Member shall die, dissolve, Withdraw or become
Bankrupt;

(b) a Member shall be the subject of a Change of Control;

(d) a Divorce or Spouse's Death shall occur.

In each case, the Member with respect to whom a Buyout Event has occurred is
referred to herein as the "Affected Member."

9.2 PROCEDURE FOR MEMBER-RELATED BUYOUT EVENTS. If a Member shall
die, dissolve, Withdraw, become Bankrupt, become the subject of a Change of
Control or commit a Default, the Affected Member (or its representative) shall
promptly give notice thereof to the Company and the other Members. Each of the
other Members shall have the option to acquire the Membership Rights of the
Affected Member, by notifying the Affected Member (or its representative) of
such exercise within 180 Days following such Member's receipt of the Affected
Member's notice. Any Member that does not respond during the applicable period
shall be deemed to have waived its right. If more than one Member exercises its
right, each exercising Member shall participate in the purchase in the same
proportion that its Sharing Ratio bears to the aggregate Sharing Ratios of all
exercising Members (or on such other basis as the exercising Members may
mutually agree).

9.3 PROCEDURE FOR SPOUSE-RELATED BUYOUT EVENTS. If a Divorce or
Spouse's Death shall occur, the Affected Member shall promptly give notice
thereof to the Company and the other Members. The Affected Member shall have
the option to acquire such Spouse's Fraction, by notifying the Affected
Member's spouse or former spouse (or his or her representative) of such
exercise within 90 Days following the occurrence of the Buyout Event. If the
Affected Member does not exercise his or her right, then the other Members
shall have the option to acquire such Spouse's Fraction, by notifying the
Affected Member's spouse or former spouse (or his or her representative) of
such exercise within 120 Days following such Member's receipt of the notice
described in the first sentence of this Section 10.2. The last two sentences
of Section 10.1(b) shall also apply to this Section 10.2.

9.4 PURCHASE PRICE. The Person that is required to sell its
Membership Rights or Spouse's Fraction pursuant to this Article 10 is referred
to herein as the "Seller," and the Persons that

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exercise a right to purchase Membership Rights or a Spouse's Fraction pursuant
to this Article 10 are referred to herein as the "Buyers." The purchase price
for Membership Rights or a Spouse's Fraction being purchased pursuant to this
Article 10 (the "Purchase Price") shall be determined in the following manner.
The Seller and the Buyers shall attempt to agree upon the fair market value of
the applicable Membership Rights or Spouse's Fraction. If those Persons do not
reach such agreement on or before the 30th Day following the exercise of the
option, any such Person, by notice to the others, may require the determination
of fair market value to be made by the Arbitrator pursuant to Article 11. A
payout schedule will be mutually agreed to by Seller and Buyers. The payment
to be made to the Seller pursuant to this Article 9 shall be in complete
liquidation and satisfaction of all the rights and interest of the Seller (and
of all Persons claiming by, through, or under the Seller) in and in respect of
the Company, including any Membership Rights, Spouse's Fraction, any rights in
specific Company property, and any rights against the Company and (insofar as
the affairs of the Company are concerned) against the other Members, and
constitutes a compromise to which all Members have agreed.

9.5 CLOSING. If an option to purchase is exercised in accordance
with the other provisions of this Article 10, the closing of such purchase
shall occur at the principal place of business of the Company on the 30th Day
after the determination of the Fair Market Value pursuant to Section 10.4 (or,
if later, the fifth Business Day after the receipt of all applicable regulatory
and governmental approvals to the purchase), unless the parties to such closing
agree upon a different place or date. At the closing, (a) the Seller shall
execute and deliver to the Buyers (i) an assignment of the Seller's Membership
Rights or Spouse's Fraction (as applicable), in form and substance reasonably
acceptable to the Buyers, containing a general warranty of title as to such
Membership Rights or Spouse's Fraction (including that such Membership Rights
or Spouse's Fraction is free and clear of any Encumbrances), and (ii) any other
instruments reasonably requested by the Buyers to give effect to the purchase;
and (b) the Buyers shall deliver to the Seller (i) the portion of the Purchase
Price required to be paid at the Closing, in immediately available funds, and
(ii) one or more unsecured promissory notes reflecting the payment terms
established in Section 10.4 for the Deferred Amount. The Sharing Ratios and
Commitments of the Members shall be deemed adjusted to reflect the effect of
the purchase.

9.6 RELATIONSHIP OF BUY-OUT, DISSOLUTION AND DISPOSITION
PROVISIONS. The following sets forth the relationship among this Article 10,
Section 3.3 (regarding Dispositions of Membership Rights and admission of
Assignees), Section 3.6 (regarding Withdrawals of Members) and Section 12.1
(regarding dissolution):

(a) DEATH OR DISSOLUTION. If the Buyout Event is the
death or dissolution of the Affected Member, then the Affected Member
shall automatically cease to be a Member upon the occurrence of such
Buyout Event, and such Buyout Event shall constitute a Dissolution
Event under Section 12.1(a)(iii). If the other Members purchase the
Affected Member's Membership Rights pursuant to this Article 10, the
Assignees of such Affected Member shall have no further rights with
respect to such Membership Rights (except the right to receive the
Purchase Price in accordance with Sections 10.4 and 10.5), regardless
of whether a Continuation Election is made. If, however, the other
Members do not purchase the Affected

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Member's Membership Rights pursuant to this Article 10, then the
following procedures will apply. If a Continuation Election is not
made, the Assignees of the Affected Member shall receive the
applicable liquidating distribution described in Section
12-02(d)(iii). If a Continuation Election is made, the Assignees of
the Affected Member may request admission to the Company as Members in
the circumstances described in Section 3.3(b)(ii)(B). If such
Assignees do not request admission, or if they request admission and
it is not granted pursuant to Section 3.3(b)(ii)(B), then such
Assignees shall remain Assignees and shall only own the Affected
Member's Interest.

(b) BANKRUPTCY. If the Buyout Event is the Bankruptcy of
the Affected Member, then the Affected Member shall not cease to be a
Member, but such Bankruptcy shall constitute a Dissolution Event under
Section 12.1(a)(iii). If the other Members purchase the Affected
Member's Membership Rights pursuant to this Article 10, the Affected
Member shall have no further rights with respect to such Membership
Rights (except the right to receive the Purchase Price in accordance
with Sections 10.4 and 10.5), regardless of whether a Continuation
Election is made. If, however, the other Members do not purchase the
Affected Member's Membership Rights pursuant to this Article 10, then
the following procedures will apply. If a Continuation Election is
not made, the Affected Member shall receive the applicable liquidating
distribution described in Section 12.2(d)(iii). If a Continuation
Election is made, the Assignees of the Affected Member may request
admission to the Company as Members in the circumstances described in
Section 3.3(b)(ii)(B). If such Assignees do not request admission, or
if they request admission and it is not granted pursuant to Section
3.3(b)(ii)(B), then such Assignees shall remain Assignees and shall
only own the Affected Member's Interest. If there are no Assignees of
the Affected Member, the Affected Member shall be deemed to be an
Assignee and shall only own its Interest.

(c) WITHDRAWAL. If the Buyout Event is the Withdrawal of
the Affected Member, then the Affected Member shall automatically
cease to be a Member upon such Withdrawal, and such Withdrawal shall
constitute a Dissolution Event under Section 12.1(a)(iii). If the
other Members purchase the Affected Member's Membership Rights
pursuant to this Article 10, the Affected Member shall have no further
rights with respect to such Membership Rights (except the right to
receive the Purchase Price in accordance with Sections 10.4 and 10.5),
regardless of whether a Continuation Election is made. If, however,
the other Members do not purchase the Affected Member's Membership
Rights pursuant to this Article 10, then the following procedures will
apply. If a Continuation Election is not made, the Affected Member
shall receive the applicable liquidating distribution described in
Section 12.2(d)(iii), less any damages owed by the Affected Member to
the Company and the Members pursuant to Section 3.6. If a
Continuation Election is made, the Affected Member shall be deemed to
be an Assignee and shall only own its Interest.

(d) CHANGE OF CONTROL OR DEFAULT. If the Buyout Event is
the Change of Control or Default of the Affected Member, then the
Affected Member shall not cease to be a Member and such Buyout Event,
in itself, shall not constitute a Dissolution Event. If the

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other Members purchase the Affected Member's Membership Rights
pursuant to this Article 10, however, (i) such purchase shall
constitute an Expulsion of the Affected Member and, therefore, a
Dissolution Event under Section 12.1(a)(iii), and (ii) the Affected
Member shall have no further rights with respect to such Membership
Rights (except the right to receive the Purchase Price in accordance
with Sections 10.4 and 10.5), regardless of whether a Continuation
Election is made. If, however, the other Members do not purchase the
Affected Member's Membership Rights, then such Affected Member shall
remain a Member, and no Dissolution Event shall have occurred.

(e) DIVORCE OR SPOUSE'S DEATH. If the Buyout Event is a
Divorce or Spouse's Death, then the Affected Member shall not cease to
be a Member and such Buyout Event shall not constitute a Dissolution
Event. If the other Members purchase the applicable Spouse's Fraction
pursuant to this Article 10, the spouse or former spouse (or his or
her representative) shall have no further rights with respect to such
Spouse's Fraction (except the rights to receive the Purchase Price in
accordance with Sections 10.4 and 10.5). If, however, the other
Members do not purchase such Spouse's Fraction, then such spouse or
former spouse (or his or her representative) shall be deemed to be an
Assignee and shall only own the Interest attendant to such Spouse's
Fraction.

ARTICLE 10
ARBITRATION

10.1 SUBMISSION OF DISPUTES TO ARBITRATION. (a) This Article 11
shall apply to any of the following types of disputes (each a "Dispute"):

(i) any dispute as to fair market value under
Section 3.3(c)(ii)(B)(II) or

(ii) any dispute as to any accounting or tax
issue under these Regulations;

(iii) except for disputes described in the
foregoing paragraphs (i) and (ii), (A) any dispute regarding
the construction, interpretation, performance, validity or
enforceability of any provision of the Articles or these
Regulations, or whether any Person is in compliance with, or
breach of, any provisions of the Articles or these
Regulations, or (B) any other dispute of a legal nature
arising under the Articles or these Regulations, it being
intended that this Section 11.1(a)(i) shall not include any
disputes of a purely business nature, such as disputes as to
business strategy.

With respect to a particular Dispute, each Person that is a party to such
Dispute (whether a Member or other Person) is referred to herein as a
"Disputing Party."

(b) If the Disputing Parties are unable to resolve a Dispute within a
reasonable period of time after the commencement of the Dispute (or, in the case
of Disputes described in Section 3.3(c)(ii)(B)(II) or 11.4, the time period set
forth in such Section), any Disputing Party may

(38)
<PAGE> 44
submit such Dispute to binding arbitration under this Article 11 by
notifying the other Disputing Parties (an "Arbitration Notice"). Arbitration
pursuant to this Article 11 shall be the exclusive method of resolving Disputes
other than through agreement of the Disputing Parties.

10.2 SELECTION OF ARBITRATOR. (a) Any arbitration conducted under
this Article 11 shall be heard by a sole arbitrator (the "Arbitrator") selected
in accordance with this Section 11.2. In the case of a Dispute described in
Section 11.1(a)(i), the arbitrator shall be a Person (such as an investment
banker or appraiser) with expertise in the valuation of assets and interests
similar to the asset or interest required to be valued thereunder. In the case
of a Dispute described in Section 11.1(a)(ii), the arbitrator shall be a
certified public accounting firm with expertise in limited liability company or
partnership accounting and tax matters. In the case of a Dispute described in
Section 11.1(a)(ii), the arbitrator shall be an attorney or law firm with
expertise in the law of limited liability companies (unless the Dispute
concerns a different field of Law, in which case the arbitrator shall have
expertise in such other field). Each Disputing Party and each proposed
Arbitrator shall disclose to the other Disputing Parties any business, familial
or other relationship or Affiliation that may exist between such Disputing
Party and such proposed Arbitrator; and any Disputing Party may disapprove of
such proposed Arbitrator on the basis of such relationship or Affiliation.

(b) The Disputing Party that submits a Dispute to arbitration shall
designate a proposed Arbitrator in its Arbitration Notice. If any other
Disputing Party objects to such proposed Arbitrator, it may, on or before the
tenth Day following deliver of the Arbitration Notice, notify all of the other
Disputing Parties of such objection. All of the Disputing Parties shall attempt
to agree upon a mutually acceptable Arbitrator. If they are unable to do so
within 20 Days following delivery of the notice described in the immediately
preceding sentence, any Disputing Party may petition the United States District
Judge for the Western District of Texas (Austin Division) then senior in service
to designate the Arbitrator. If the Arbitrator so chosen shall die, resign or
otherwise fail or becomes unable to serve as Arbitrator, a replacement
Arbitrator shall be chosen in accordance with this Section 11.2.

10.3 CONDUCT OF ARBITRATION. The Arbitrator shall expeditiously
(and, if possible, within 60 Days after the Arbitrator's selection) hear and
decide all matters concerning the Dispute. Any arbitration hearing shall be
held in the City of Austin, Texas. The arbitration shall be conducted in
accordance with the then-current Commercial Arbitration Rules of the American
Arbitration Association (excluding rules governing the payment of arbitration,
administrative or other fees or expenses to the Arbitrator or such
Association), to the extent that such Rules do not conflict with the terms of
these Regulations. Except as expressly provided to the contrary in these
Regulations, the Arbitrator shall have the power (a) to gather such materials,
information, testimony and evidence as it deems relevant to the dispute before
it (and each Member will provide such materials, information, testimony and
evidence requested by the Arbitrator, except to the extent any information so
requested is proprietary, subject to a third-party confidentiality restriction
or to an attorney-client or other privilege) and (b) to grant injunctive relief
and enforce specific performance. If it deems necessary, the Arbitrator may
propose to the Disputing Parties that one or more other experts be retained to
assist it in resolving the Dispute. The retention of such other experts shall
require the unanimous consent of the Disputing Parties, which shall not be
unreasonably withheld. Each

(39)
<PAGE> 45
Disputing Party, the Arbitrator and any proposed expert shall disclose to the
other Disputing Parties any business, familial or other relationship or
Affiliation that may exist between such Disputing Party (or the Arbitrator) and
such proposed expert; and any Disputing Party may disapprove of such proposed
expert on the basis of such relationship or Affiliation. The decision of the
Arbitrator (which shall be rendered in writing) shall be final, nonappealable
and binding upon the Disputing Parties and may be enforced in any court of
competent jurisdiction. The responsibility for paying the costs and expenses
of the arbitration, including compensation to the Arbitrator and any experts
retained by the Arbitrator, shall be allocated among the Disputing Parties in a
manner determined by the Arbitrator to be fair and reasonable under the
circumstances. Each Disputing Party shall be responsible for the fees and
expenses of its respective counsel, consultants and witnesses, unless the
Arbitrator determines that compelling reasons exist for allocating all or a
portion of such costs and expenses to one or more other Disputing Parties.

ARTICLE 11
DISSOLUTION, WINDING-UP AND TERMINATION

11.1 DISSOLUTION. (a) Subject to Section 12.1(b), the Company
shall dissolve and its affairs shall be wound up on the first to occur of the
following events (each a "Dissolution Event"):

(i) the expiration of the period fixed for the
duration of the Company in the Articles;

(ii) the consent of a Unanimous Interest;

(iii) the death, Expulsion, Withdrawal, dissolution
or Bankruptcy of any Member, or the occurrence of any other
event that terminates the continued membership of any Member
in the Company;

(iv) entry of a decree of judicial dissolution of
the Company under Article 18-802 of the Act; and

(v) the occurrence of any event specified in the
Articles to cause dissolution (if any).

(b) If a Dissolution Event described in subparagraphs (i), (iii), or
(v) of Section 12.1(a) shall occur and there shall be at least two other Members
remaining, the Company shall not be dissolved, and the business of the Company
shall be continued, if a Unanimous Interest (calculated without reference to any
Member with respect to whom a Dissolution Event described in subparagraph (iii)
has occurred) so agrees within 90 Days of the occurrence of such Dissolution
Event (such agreement is referred to herein as a "Continuation Election"). If a
Continuation Election is made following the occurrence of a Dissolution Event
described in subparagraph (i) or (v) of Section 12.1(a), the Members shall
promptly amend the Articles in the manner described in Article 18-202 of the
Act.

(40)
<PAGE> 46
11.2 WINDING UP AND TERMINATION. On the occurrence of a
Dissolution Event, unless a Continuation Election is made, a Majority
Supermajority Interest (calculated without reference to any Member with respect
to whom a Dissolution Event described in subparagraph (iii) of Section 12.1(a)
has occurred) shall select one or more Members (other than a Member described
in the immediately preceding parenthetical phrase) to act as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the Company and
make final distributions as provided herein and in the Act. The costs of
winding up shall be borne as a Company expense. Until final distribution, the
liquidator shall continue to operate the Company properties with all of the
power and authority of the Members. The steps to be accomplished by the
liquidator are as follows:

(a) as promptly as possible after dissolution and again
after final winding up, the liquidator shall cause a proper accounting
to be made by a recognized firm of certified public accountants of the
Company's assets, liabilities, and operations through the last
calendar day of the month in which the dissolution occurs or the final
winding up is completed, as applicable;

(b) the liquidator shall follow the process described in
such Articles 18-803 and 18-804;

(c) the liquidator shall pay, satisfy or discharge from
Company funds all of the debts, liabilities and obligations of the
Company (including all expenses incurred in winding up and any
advances described in Section 4.5) or otherwise make adequate
provision for payment and discharge thereof (including the
establishment of a cash escrow fund for contingent liabilities in such
amount and for such term as the liquidator may reasonably determine);
and

(d) all remaining assets of the Company shall be
distributed to the Members as follows:

(i) the liquidator may sell any or all Company
property, including to Members, and any resulting gain or loss
from each sale shall be computed and allocated to the Capital
Accounts of the Members in accordance with the provisions of
Article 5;

(ii) with respect to all Company property that has
not been sold, the fair market value of that property shall be
determined and the Capital Accounts of the Members shall be
adjusted to reflect the manner in which the unrealized income,
gain, loss, and deduction inherent in property that has not
been reflected in the Capital Accounts previously would be
allocated among the Members if there were a taxable
disposition of that property for the fair market value of that
property on the date of distribution; and

(iii) Company property shall be distributed among
the Members in accordance with Section 5.3; and those
distributions shall be made by the end of the

(41)
<PAGE> 47
taxable year of the Company during which the liquidation of
the Company occurs (or, if later, 90 Days after the date of
the liquidation).

All distributions in kind to the Members shall be made subject to the liability
of each distributee for costs, expenses, and liabilities theretofore incurred
or for which the Company has committed prior to the date of termination and
those costs, expenses, and liabilities shall be allocated to the distributee
pursuant to this Section 12.2. The distribution of cash and/or property to a
Member in accordance with the provisions of this Section 12.2 constitutes a
complete return to the Member of its Capital Contributions and a complete
distribution to the Member of its Membership Rights and the Company's property
and constitutes a compromise to which all Members have consented. To the
extent that a Member returns funds to the Company, it has no claim against any
other Member for those funds.

11.3 DEFICIT CAPITAL ACCOUNTS. No Member will be required to pay
to the Company, to any other Member or to any third party any deficit balance
which may exist from time to time in the Member's Capital Account.

11.4 ARTICLES OF DISSOLUTION. On completion of the distribution
of Company assets as provided herein, the Members (or such other Person or
Persons as the Act may require or permit) shall file Articles of Dissolution
with the Secretary of State of Delaware, cancel any other filings made pursuant
to Section 2.5, and take such other actions as may be necessary to terminate
the existence of the Company. Upon the issuance of a certificate of
dissolution by the Secretary of State of Delaware, the existence of the Company
shall cease, except as may be otherwise provided by the Act or other applicable
Law.

ARTICLE 12
GENERAL PROVISIONS

12.1 OFFSET. Whenever the Company is to pay any sum to any Member,
any amounts that Member owes the Company may be deducted from that sum before
payment.

12.2 NOTICES. Except as expressly set forth to the contrary in
these Regulations, any notices, requests or consents provided for or permitted
to be given under these Regulations must be in writing and must be delivered to
the recipient in person, by courier or mail or by facsimile, telegram, telex,
cablegram or similar transmission; and a notice, request or consent given under
these Regulations is effective on receipt by the Person to receive it. All
notices, requests and consents to be sent to a Member must be sent to or made
at the addresses given for that Member on Exhibit A or in the instrument
described in Section 3.3(d)(i)(B) or 3.4, or such other address as that Member
may specify by notice to the other Members. Any notice, request or consent to
the Company must be given to all of the Members. Whenever any notice is
required to be given by Law, the Articles or these Regulations, a written
waiver thereof, signed by the Person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.

(42)
<PAGE> 48
12.3 ENTIRE AGREEMENT; SUPERSEDURE. These Regulations constitute
the entire agreement of the Members and their Affiliates relating to the
Company and supersedes all prior contracts or agreements with respect to the
Company, whether oral or written.

12.4 AFFECT OF WAIVER OR CONSENT. A waiver or consent, express or
implied, to or of any breach or default by any Person in the performance by
that Person of its obligations with respect to the Company is not a consent or
waiver to or of any other breach or default in the performance by that Person
of the same or any other obligations of that Person with respect to the
Company. Failure on the part of a Person to complain of any act of any Person
or to declare any Person in default with respect to the Company, irrespective
of how long that failure continues, does not constitute a waiver by that Person
of its rights with respect to that default until the applicable statute of
limitations period has run.

12.5 AMENDMENT OR RESTATEMENT. (a) These Regulations may be
amended or restated only by a written instrument adopted, executed and agreed
to by a Majority Interest; provided, however, that (i) an amendment or
restatement reducing a Member's Sharing Ratio or increasing its Commitment
(other than to reflect changes otherwise provided by these Regulations) is
effective only with that Member's consent, (ii) an amendment or restatement
reducing the required Sharing Ratio or other measure for any consent or vote in
these Regulations is effective only with the consent of Members having the
Sharing Ratio or other measure theretofore required, and (iii) amendments of
the type described in Section 3.4 may be adopted as therein provided.

(b) The Articles may be amended or restated only with the approval of
a Majority Interest; provided, however, that (i) no such amendment or
restatement of the Articles may effect any change described in clause (i) or
(ii) of Section 13.5(a) without the consent of the Member or Members whose
consent would be required under such clauses if such change were being effected
through an amendment or restatement of the Regulations, and (ii) amendments of
the type described in Section 12.1 may be adopted as therein provided.

12.6 BINDING EFFECT. Subject to the restrictions on Dispositions
set forth in these Regulations, these Regulations are binding on and inure to
the benefit of the Members and their respective heirs, legal representatives,
successors, and assigns.

12.7 GOVERNING LAW; SEVERABILITY. THESE REGULATIONS ARE GOVERNED
BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE
GOVERNANCE OR THE CONSTRUCTION OF THESE REGULATIONS TO THE LAW OF ANOTHER
JURISDICTION. In the event of a direct conflict between the provisions of
these Regulations and (a) any provision of the Articles, or (b) any mandatory,
non-waivable provision of the Act, such provision of the Articles or the Act
shall control. If any provision of the Act provides that it may be varied or
superseded in the regulations of a limited liability company (or otherwise by
agreement of the members or of a limited liability company), such provision
shall be deemed superseded and waived in its entirety if these Regulations
contain a provision addressing the same issue or subject matter. If any
provision of these Regulations or the application thereof to any

(43)
<PAGE> 49
Person or circumstance is held invalid or unenforceable to any extent, the
remainder of these Regulations and the application of that provision to other
Persons or circumstances is not affected thereby and that provision shall be
enforced to the greatest extent permitted by Law.

12.8 FURTHER ASSURANCES. In connection with these Regulations and
the transactions contemplated hereby, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may
be necessary or appropriate to effectuate and perform the provisions of these
Regulations and those transactions.

12.9 WAIVER OF CERTAIN RIGHTS. Each Member irrevocably waives any
right it may have to maintain any action for dissolution of the Company or for
partition of the property of the Company.

12.10 DIRECTLY OR INDIRECTLY. Where any provision of these
Regulations refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person, including actions taken by or
on behalf of any Affiliate of such Person.

12.11 INDEMNIFICATION. To the fullest extent permitted by Law, each
Member shall indemnify the Company, and each other Member and hold them
harmless from and against all losses, costs, liabilities, damages, and expenses
(including costs of suit and attorney's fees) they may incur on account of any
breach by that Member of these Regulations.

12.12 COUNTERPARTS. These Regulations may be executed in any number
of counterparts with the same effect as if all signing parties had signed the
same document. All counterparts shall be construed together and constitute the
same instrument.

IN WITNESS WHEREOF, the sole Member has executed these regulations as
of the date first set forth above.

SOLE MEMBER:

CLASSIC CABLE, INC.

By: /s/ STEVEN SEACH
----------------------------
Name: Steven Seach
--------------------------
Title: President
-------------------------

(44)
<PAGE> 50
EXHIBIT A

INITIAL MEMBERS

Classic Cable, Inc.
515 Congress, Suite 2626
Austin, Texas 78701
512-476-5204

<TABLE>
<S> <C>
Initial Capital Contribution: $1,000
Commitment: $-0-
Sharing Ratio: $ 100%
Investment Rate: $ 100%
</TABLE>
<PAGE> 51

EXHIBIT B

SPOUSE'S AGREEMENT

The undersigned, being the spouse of ______________________________,
agrees to be bound by the provisions of these Regulations, to the extent
applicable to the undersigned (including Section 3.10 and any other provisions
applicable to the spouses of Members or to a Spouse's Fraction).

-----------------------------------

Name:
------------------------------

<PAGE> 1
EXHIBIT 4.1

EXECUTION COPY

===============================================================================

INDENTURE

Dated as of July 29, 1998

Among

CLASSIC CABLE, INC., as Issuer,

and

the Subsidiary Guarantors listed on the Appendix hereto

and

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee

-----------------

$125,000,000
9 7/8% Senior Subordinated Notes due 2008

===============================================================================

<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions..........................................................1
SECTION 1.02 Other Definitions. .................................................22
SECTION 1.03 Incorporation by Reference of Trust Indenture Act...................23
SECTION 1.04 Rules of Construction...............................................23

ARTICLE TWO

THE SECURITIES

SECTION 2.01 Form and Dating.....................................................24
SECTION 2.02 Execution and Authentication........................................24
SECTION 2.03 Registrar; Paying Agent; Depositary.................................25
SECTION 2.04 Paying Agent to Hold Money in Trust.................................26
SECTION 2.05 Securityholder Lists................................................26
SECTION 2.06 Transfer and Exchange...............................................26
SECTION 2.07 Replacement Securities..............................................27
SECTION 2.08 Outstanding Securities..............................................27
SECTION 2.09 Treasury Securities.................................................28
SECTION 2.10 Temporary Securities................................................28
SECTION 2.11 Cancellation........................................................28
SECTION 2.12 Defaulted Interest..................................................29
SECTION 2.13 Book-Entry Provisions for Global Securities.........................29

ARTICLE THREE

REDEMPTION

SECTION 3.01 Notices to Trustee..................................................30
SECTION 3.02 Selection of Securities to Be Redeemed..............................31
SECTION 3.03 Notice of Redemption................................................31
SECTION 3.04 Effect of Notice of Redemption......................................32
SECTION 3.05 Deposit of Redemption Price.........................................32
SECTION 3.06 Securities Redeemed in Part.........................................32
</TABLE>

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<PAGE> 3

ARTICLE FOUR

COVENANTS

SECTION 4.01 Payment of Securities...............................................33
SECTION 4.02 Maintenance of Office or Agency.....................................33
SECTION 4.03 Limitation on Transactions with Affiliates..........................34
SECTION 4.04 Limitation on Indebtedness..........................................35
SECTION 4.05 Disposition of Proceeds of Asset Sales..............................37
SECTION 4.06 Limitation on Restricted Payments...................................39
SECTION 4.07 Corporate Existence.................................................41
SECTION 4.08 Payment of Taxes and Other Claims...................................41
SECTION 4.09 Notice of Defaults..................................................41
SECTION 4.10 Maintenance of Properties...........................................42
SECTION 4.11 Compliance Certificate..............................................42
SECTION 4.12 Provision of Financial Information..................................42
SECTION 4.13 Waiver of Stay, Extension or Usury Laws.............................43
SECTION 4.14 Change of Control...................................................43
SECTION 4.15 Limitation on Senior Subordinated Indebtedness......................45
SECTION 4.16 Limitations on Dividends and Other Payment
Restrictions Affecting Restricted Subsidiaries......................45
SECTION 4.17 Designation of Unrestricted Subsidiaries............................46
SECTION 4.18 Limitation on Liens.................................................48
SECTION 4.19 Limitation on Guarantees of Certain Indebtedness....................48
SECTION 4.20 Limitation on Sale or Issuance of Capital Stock of
Restricted Subsidiaries.............................................49
SECTION 4.21 Limitation on Sale/Leaseback Transactions...........................49

ARTICLE FIVE

MERGERS; SUCCESSOR CORPORATION

SECTION 5.01 Merger, Sale of Assets, etc.........................................50
SECTION 5.02 Successor Corporation Substituted...................................51

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01 Events of Default...................................................53
SECTION 6.02 Acceleration........................................................53
</TABLE>

-ii-

<PAGE> 4

SECTION 6.03 Other Remedies......................................................54
SECTION 6.04 Waiver of Past Default..............................................54
SECTION 6.05 Control by Majority.................................................55
SECTION 6.06 Limitation on Suits.................................................55
SECTION 6.07 Rights of Holders To Receive Payment................................56
SECTION 6.08 Collection Suit by Trustee..........................................56
SECTION 6.09 Trustee May File Proofs of Claim....................................56
SECTION 6.10 Priorities..........................................................57
SECTION 6.11 Undertaking for Costs...............................................57

ARTICLE SEVEN

TRUSTEE

SECTION 7.01 Duties of Trustee...................................................58
SECTION 7.02 Rights of Trustee...................................................59
SECTION 7.03 Individual Rights of Trustee........................................61
SECTION 7.04 Trustee's Disclaimer................................................61
SECTION 7.05 Notice of Defaults..................................................61
SECTION 7.06 Reports by Trustee to Holders.......................................62
SECTION 7.07 Compensation and Indemnity..........................................62
SECTION 7.08 Replacement of Trustee..............................................63
SECTION 7.09 Successor Trustee by Merger, etc....................................64
SECTION 7.10 Eligibility; Disqualification.......................................65
SECTION 7.11 Preferential Collection of Claims Against Issuer....................65

ARTICLE EIGHT

SUBORDINATION OF SECURITIES

SECTION 8.01 Securities Subordinated to Senior Indebtedness......................65
SECTION 8.02 No Payment on Securities in Certain Circumstances...................66
SECTION 8.03 Payment Over of Proceeds upon Dissolution, etc......................67
SECTION 8.04 Subrogation.........................................................68
SECTION 8.05 Obligations of Issuer Unconditional.................................69
SECTION 8.06 Notice to Trustee...................................................70
SECTION 8.07 Reliance on Judicial Order or Certificate of Liquidating
Agent...............................................................71
SECTION 8.08 Trustee's Relation to Senior Indebtedness...........................71
SECTION 8.09 Subordination Rights Not Impaired by Acts or Omissions
of the Issuer or Holders of Senior Indebtedness.....................71
</TABLE>

-iii-

<PAGE> 5

SECTION 8.10 Securityholders Authorize Trustee to Effectuate
Subordination of Securities.........................................72
SECTION 8.11 This Article Not to Prevent Events of Default.......................72
SECTION 8.12 Trustee's Compensation Not Prejudiced...............................72
SECTION 8.13 No Waiver of Subordination Provisions...............................72
SECTION 8.14 Subordination Provisions Not Applicable to Money Held
in Trust for Securityholders; Payments May Be Paid Prior
to Dissolution......................................................73
SECTION 8.15 Acceleration of Securities..........................................73

ARTICLE NINE

DISCHARGE OF INDENTURE

SECTION 9.01 Defeasance and Covenant Defeasance..................................73
SECTION 9.02 Application of Trust Money..........................................75
SECTION 9.03 Repayment to Issuer.................................................75
SECTION 9.04 Reinstatement.......................................................76

ARTICLE TEN

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01 Without Consent of Holders..........................................76
SECTION 10.02 With Consent of Holders.............................................77
SECTION 10.03 Compliance with Trust Indenture Act.................................79
SECTION 10.04 Effect of Consents..................................................79
SECTION 10.05 Notation on or Exchange of Securities...............................80
SECTION 10.06 Trustee to Sign Amendments, etc.....................................80

ARTICLE ELEVEN

SUBSIDIARY GUARANTEE

SECTION 11.01 Unconditional Guarantee.............................................80
SECTION 11.02 Severability........................................................81
SECTION 11.03 Release of a Guarantor..............................................81
SECTION 11.04 Limitation of Subsidiary Guarantor's Liability......................82
SECTION 11.05 Contribution........................................................83
SECTION 11.06 Execution of Subsidiary Guarantee...................................83
SECTION 11.07 Additional Subsidiary Guarantors....................................84
</TABLE>

-iv-

SECTION 11.08 Subordination of Subrogation and Other Rights.......................84

ARTICLE TWELVE

SUBORDINATION OF GUARANTEES

SECTION 12.01 Subsidiary Guarantees Subordinated to Senior Guarantor
Indebtedness........................................................84
SECTION 12.02 No Payment on Subsidiary Guarantees in Certain
Circumstances.......................................................85
SECTION 12.03 Payment Over of Proceeds upon Dissolution, etc......................86
SECTION 12.04 Subrogation.........................................................88
SECTION 12.05 Obligations of Subsidiary Guarantors Unconditional..................88
SECTION 12.06 Notice to Trustee...................................................89
SECTION 12.07 Reliance on Judicial Order or Certificate of Liquidating
Agent...............................................................90
SECTION 12.08 Trustee's Relation to Guarantor Senior Indebtedness.................90
SECTION 12.09 Subordination Rights Not Impaired by Acts or Omissions
of the Subsidiary Guarantors or Holders of Guarantor
Senior Indebtedness.................................................91
SECTION 12.10 Securityholders Authorize Trustee to Effectuate
Subordination of Subsidiary Guarantees..............................91
SECTION 12.11 This Article Not to Prevent Events of Default.......................91
SECTION 12.12 Trustee's Compensation Not Prejudiced...............................91
SECTION 12.13 No Waiver of Subsidiary Guarantee Subordination
Provisions..........................................................92
SECTION 12.14 Payments May Be Paid Prior to Dissolution...........................92

ARTICLE THIRTEEN

MISCELLANEOUS

SECTION 13.01 Trust Indenture Act Controls........................................93
SECTION 13.02 Notices.............................................................93
SECTION 13.03 Communications by Holders with Other Holders........................94
SECTION 13.04 Certificate and Opinion as to Conditions Precedent..................95
SECTION 13.05 Statements Required in Certificate or Opinion.......................95
SECTION 13.06 Rules by Trustee, Paying Agent, Registrar...........................96
SECTION 13.07 Governing Law.......................................................96
SECTION 13.08 No Recourse Against Others..........................................96
SECTION 13.09 Successors..........................................................96
</TABLE>

-v-

<PAGE> 7

SECTION 13.10 Counterpart Originals...............................................96
SECTION 13.11 Severability........................................................97
SECTION 13.12 No Adverse Interpretation of Other Agreements.......................97
SECTION 13.13 Legal Holidays......................................................97

SIGNATURES.....................................................................................98

EXHIBIT A - Form of Security A-1
EXHIBIT B - Form of Subsidiary Guarantee B-1
EXHIBIT C - Form of Legends for Securities and
Schedule for Exchanges of Global
Security C-1
</TABLE>

APPENDIX - Subsidiary Guarantors

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a
part of the Indenture.

-vi-

<PAGE> 8

INDENTURE dated as of July 29, 1998, among the subsidiary
guarantors of the Issuer listed on the Appendix hereto, (each a "Subsidiary
Guarantor" and collectively, the "Subsidiary Guarantors"), CLASSIC CABLE INC.,
a Delaware corporation (the "Issuer"), and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").

Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Issuer's 9 7/8% Senior Subordinated Notes due 2008 (the "Initial Securities")
and, if and when issued in exchange for Initial Securities as provided in the
Registration Rights Agreement dated as of the date hereof between the Issuer,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co.
(the "Registration Rights Agreement"), the Issuer's 9 7/8% Senior Subordinated
Exchange Notes due 2008, Series B (the "Exchange Securities," together with the
Initial Securities, the "Securities").

ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

"Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary or assumed in connection with
an Asset Acquisition from such Person and not incurred in connection with, or
in anticipation of, such Person becoming a Restricted Subsidiary or such Asset
Acquisition.

"Acquired Person" means, with respect to any specified Person, any
other Person which merges with or into or becomes a Subsidiary of such
specified Person.

"Affiliate" means (i) any Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Issuer; (ii) any spouse, immediate family member or other
relative who has the same principal residence as any Person described in clause
(i) above; (iii) any trust in which any such Persons described in clauses (i)
and (ii) above has a beneficial interest; and (iv) any corporation or other
organization of which any such Persons described above collectively owns 5% or
more of the equity of such entity. For purposes of this definition, "control"
(including, with correlative meaning, the terms "controlling," "controlled by"
and "under common control with") when used with respect to any specified Person
includes the direct or indirect beneficial ownership of

<PAGE> 9

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more than 5% of the voting securities of such Person or the power to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise.

"Agent" means any Registrar, Paying Agent or co-Registrar. See Section
2.03.

"Applicable Premium" means, with respect to a Security, the greater of
(i) 1.0% of the then outstanding principal amount of such Security and (ii) the
excess of (a) the present value of the required interest and principal payments
due on such Security to the first optional redemption date (assuming all
outstanding Securities were called for redemption on such date) or to the final
maturity date of the Securities at the option of the Issuer, computed using a
discount rate equal to the Treasury Rate plus 50 basis points, over (b) the
then outstanding principal amount of such Security.

"Asset Acquisition" means (i) an Investment by the Issuer or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be consolidated or merged with or into
the Issuer or any Restricted Subsidiary, or (ii) any acquisition by the Issuer
or any Restricted Subsidiary of the assets of any Person which constitute
substantially all of an operating unit, a division or line of business of such
Person or which is otherwise outside of the ordinary course of business.

"Asset Sale" means any direct or indirect sale, conveyance, transfer,
lease (that has the effect of a disposition) or other disposition (including,
without limitation, any merger, consolidation or sale leaseback transaction) to
any Person other than the Issuer or any Wholly Owned Restricted Subsidiary, in
one transaction or a series of related transactions, of (i) any Equity Interest
of any Restricted Subsidiary, (ii) any material license, franchise or other
authorization of the Issuer or any Restricted Subsidiary, (iii) any assets of
the Issuer or any Restricted Subsidiary which constitute substantially all of
an operating unit, a division or a line of business of the Issuer or any
Restricted Subsidiary or (iv) any other property or asset of the Issuer or any
Restricted Subsidiary outside of the ordinary course of business. For the
purposes of this definition, the term "Asset Sale" shall not include (i) any
transaction consummated in compliance with Section 4.14 or 5.01 and the
creation of any Lien not prohibited under Section 4.18, (ii) the sale of
property or equipment that has become worn out, obsolete or damaged or
otherwise unsuitable for use in connection with the business of the Issuer or
any Restricted Subsidiary, as the case may be, (iii) any transaction
consummated in compliance with Section 4.06, and (iv) sales, transfers or other
disposition of assets with a fair market value not in excess of $1.0 million in
any transaction or series of transactions.

"Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate borne by the Securities,

<PAGE> 10

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compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended).

"Board of Directors" means (i) in the case of a Person that is a
partnership, the board of directors of such Person's corporate general partner
(or if such general partner is itself a partnership, the board of directors of
such general partner's corporate general partner), (ii) in the case of a Person
that is a corporation, the board of directors of such Person and (iii) in the
case of any other Person, the board of directors, management committee or
similar governing body or any authorized committee thereof responsible for the
management of the business and affairs of such Person.

"Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in the City of New York
are authorized or obligated by law, resolution or executive order to close.

"Cash Equivalents" means (i) United States dollars; (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than six months from the date of acquisition; (iii) certificates of
deposit and Eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any domestic commercial
bank that is a member of the Federal Reserve System having capital and surplus
in excess of $500.0 million; (iv) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial institution
meeting the qualifications specified in clause (iii) above; (v) commercial
paper having a rating of at least P-1 from Moody's or a rating of at least A-1
from S&P; and (vi) money market mutual or similar funds having assets in excess
of $100.0 million, at least 95% of the assets of which are comprised of assets
specified in clauses (i) through (v) above.

<PAGE> 11

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"CCI" means Classic Communications, Inc., a Delaware corporation.

"CCI Common Stock" means the common stock, par value $.01 per share,
of CCI.

"Change of Control" means the occurrence of any of the following
events: (i) any Person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act, including any group acting for the purpose of acquiring, holding
or disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act), other than one or more Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that Person shall be deemed to have "beneficial ownership" of all shares
that any such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time, upon the happening
of an event or otherwise), directly or indirectly, of more than 35% of the
total voting power of the then outstanding Voting Equity Interest of CCI; (ii)
CCI or the Issuer consolidates with, or merges with or into, another Person
(other than a Wholly Owned Restricted Subsidiary) or the Issuer or any of its
Subsidiaries sells, assigns, conveys, transfers, leases or otherwise disposes
of all or substantially all of the assets of the Issuer and its Subsidiaries
(determined on a consolidated basis) to any Person (other than the Issuer or
any Wholly Owned Restricted Subsidiary); (iii) CCI or the Issuer is liquidated
or dissolved or adopts a plan of liquidation or dissolution (whether or not
otherwise in compliance with the provisions of this Indenture); (iv) a majority
of the members of the Board of Directors of CCI or the Issuer shall consist of
Persons who are not Continuing Members; or (v) CCI ceases to own 100% of the
issued and outstanding Equity Interest in the Issuer.

"Consolidated Income Tax Expense" means, with respect to the Issuer
for any period, the provision for federal, state, local and foreign income
taxes payable by the Issuer and the Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with generally accepted
accounting principles consistently applied.

"Consolidated Interest Expense" means, with respect to the Issuer and
the Restricted Subsidiaries for any period, without duplication, the sum of (i)
the interest expense of the Issuer and the Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with generally
accepted accounting principles consistently applied, including, without
limitation, amortization of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation and after taking into
account the effect of elections made under any Hedging Agreements, however
denominated, with respect to such Indebtedness; and (ii) the interest component
of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by the Issuer and the Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with generally accepted
accounting principles consistently applied. For purposes of this definition,
interest on a Capitalized Lease Obligation

<PAGE> 12

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shall be deemed to accrue at an interest rate reasonably determined by the
Issuer to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with generally accepted accounting principles consistently
applied.

"Consolidated Net Income" means, with respect to any period, the net
income (loss) of the Issuer and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with generally accepted
accounting principles consistently applied, adjusted, to the extent included in
calculating such net income (loss), by excluding, without duplication, (i) all
extraordinary, unusual or nonrecurring items of income or expense and of gains
or losses and all gains and losses from the sale or other disposition of assets
out of the ordinary course of business (net of taxes, fees and expenses
relating to the transaction giving rise thereto) for such period; (ii) that
portion of such net income (loss) derived from or in respect of investments in
Persons other than any Restricted Subsidiary, except to the extent actually
received in cash by the Issuer or any Restricted Subsidiary; (iii) the portion
of such net income (loss) allocable to minority interests in unconsolidated
Persons for such period, except to the extent actually received in cash by the
Issuer or any Restricted Subsidiary; (iv) net income (loss) of any other Person
combined with the Issuer or any Restricted Subsidiary on a "pooling of
interests" basis attributable to any period prior to the date of combination;
(v) net income (loss) of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that net income (loss) is not at the date of determination
permitted without any prior governmental approval (which has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule of governmental
regulation applicable to that Restricted Subsidiary or the holders of its
Equity Interests; (vi) the cumulative effect of a change in accounting
principles after the date of this Indenture; and (vii) net income (loss)
attributable to discontinued operations determined on a consolidated basis in
accordance with generally accepted accounting principles consistently applied.

"Consolidated Net Worth" with respect to any Person means the equity
of the holders of Qualified Equity Interests of such Person and its Restricted
Subsidiaries, as reflected in a balance sheet of such Person determined on a
consolidated basis and in accordance with GAAP.

"Consolidated Total Indebtedness" means, as at any date of
determination, an amount equal to the aggregate amount of all outstanding
Indebtedness of the Issuer and the Restricted Subsidiaries outstanding as of
such date of determination (including the liquidation value of all Disqualified
Equity Interests), less the obligations of the Issuer or any Restricted
Subsidiary under any Hedging Agreement as of such date of determination that
would appear as a liability

<PAGE> 13

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on the balance sheet of such Person, in each case determined on a consolidated
basis in accordance with generally accepted accounting principles consistently
applied.

"Continuing Members" means, as of the date of determination, any
Person who (i) was a member of the Board of Directors of the Issuer (or CCI, as
the case may be,) on the date of this Indenture, (ii) was nominated for
election or elected to the Board of Directors of the Issuer (or CCI, as the
case may be,) with the affirmative vote of a majority of the Continuing Members
who were members of the Board of Directors of the Issuer (or CCI, as the case
may be,) at the time of such nomination or election or (iii) is a
representative of, or was approved by, a Permitted Holder.

"Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 or such other address as the Trustee may
give notice to the Issuer.

"Cumulative Credit" means the sum of (i) the aggregate Net Cash
Proceeds received by the Issuer or a Restricted Subsidiary from the issue or
sale (other than to a Restricted Subsidiary) of Equity Interests (other than
Disqualified Equity Interests) of the Issuer or a Restricted Subsidiary on or
after July 29, 1998, plus (ii) the principal amount (or accreted amount
(determined in accordance with generally accepted accounting principles), if
less) of any Indebtedness, of the Issuer or any Restricted Subsidiary which has
been converted into or exchanged for Equity Interests of the Issuer or a
Restricted Subsidiary on or after July 29, 1998, plus (iii) cumulative
Operating Cash Flow on or after July 29, 1998, to the end of the fiscal quarter
immediately preceding the date of the proposed Restricted Payment, or, if
cumulative Operating Cash Flow for such period is negative, minus the amount by
which cumulative Operating Cash Flow is less than zero, plus (iv) to the extent
not already included in Operating Cash Flow, if any Investment constituting a
Restricted Payment that was made after the date of this Indenture is sold or
otherwise liquidated or repaid the initial dividend amount of such Restricted
Payment (less the cost of disposition, if any) on the date of such sale,
liquidation or repayment, as determined in good faith by the Board of
Directors.

"Cumulative Interest Expense" means the aggregate amount of
Consolidated Interest Expense paid or accrued of the Issuer and the Restricted
Subsidiaries on or after July 29, 1998, to the end of the fiscal quarter
immediately preceding the proposed Restricted Payment.

<PAGE> 14

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Determination Date, (I) any Person that is a Restricted Subsidiary on the
Determination Date (or would become a Restricted Subsidiary on such
Determination Date in connection with the transaction that requires the
determination of such Operating Cash Flow) will be deemed to have been a
Restricted Subsidiary at all times during the Measurement Period; (II) any
Person that is not a Restricted Subsidiary on such Determination Date (or would
cease to be a Restricted Subsidiary on such Determination Date in connection
with the transaction that requires the determination of such Operating Cash
Flow) will be deemed not to have been a Restricted Subsidiary at any time
during such Measurement Period; and (III) if the Issuer or any Restricted
Subsidiary shall have in any manner (x) acquired (including through an Asset
Acquisition or the commencement of activities constituting such operating
business) or (y) disposed of (including by way of an Asset Sale or the
termination or discontinuance of activities constituting such operating
business) any operating business during such Measurement Period or after the
end of such period and on or prior to such Determination Date, such calculation
will be made on a pro forma basis in accordance with generally accepted
accounting principles consistently applied, as if, in the case of an Asset
Acquisition or the commencement of activities constituting such operating
business, all such transactions had been consummated on the first day of such
Measurement Period, and, in the case of an Asset Sale or termination or
discontinuance of activities constituting such operating business, all such
transactions had been consummated prior to the first day of such Measurement
Period.

"Default" means any event that is or with the passing of time or
giving of notice or both would be an Event of Default.

"Depositary" means, with respect to Securities issued in the form of
one or more Global Securities, DTC or another Person designated as Depositary
by the Issuer, which Person must be a clearing agency registered under Section
17A of the Exchange Act.

"Designated Senior Guarantor Indebtedness" means, with respect to any
Subsidiary Guarantor, (i) any Indebtedness of such Subsidiary Guarantor
outstanding under the New Senior Credit Agreement and (ii) any other Senior
Guarantor Indebtedness of such Subsidiary Guarantor which, at the time of
determination, has an aggregate principal amount outstanding, together with any
commitments to lend additional amounts, of at least $50.0 million.

"Designated Senior Indebtedness" means (i) any Senior Indebtedness
under the New Senior Credit Agreement and (ii) any other Senior Indebtedness
which at the time of determination has an aggregate principal amount
outstanding of at least $50.0 million and which is specifically designated in
the instrument evidencing such Senior Indebtedness or the agreement under which
such Senior Indebtedness arises as "Designated Senior Indebtedness" by the
Issuer.

<PAGE> 15

-8-

"Designation" has the meaning set forth in Section 4.17.

"Designation Amount" has the meaning set forth in Section 4.17.

"Discount Notes" means the 13 1/4% Senior Discount Notes due 2009
issued by CCI pursuant to an indenture dated July 29, 1998.

"Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of such
Person's assets.

"Disqualified Equity Interest" means, with respect to any Person, any
Equity Interest which, by its terms (or by the terms of any security into which
it is convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the holder thereof, in whole or in part, or is
exchangeable into Indebtedness or Disqualified Equity Interest, on or prior to
the earlier of the maturity date of the Securities or the date on which no
Securities remain outstanding.

"DTC" means The Depository Trust Company.

"Equity Interest" in any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) corporate stock or other equity
participations, including partnership interests, whether general or limited,
and membership interests in such Person, including any Preferred Stock.

"Equity Offering" means an underwritten public offering by the Issuer
for cash (in an amount not less than $25.0 million) of its common stock
pursuant to the Securities Act of 1933, as amended, registration statement (not
including Forms S-4 or S-8).

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the Securities and Exchange
Commission thereunder.

"GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States which are applicable at
the date of determination and which are consistently applied for all applicable
periods.

<PAGE> 16

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"Global Security" means a Security evidencing all or part of the
Securities issued to the Depositary in accordance with Section 2.13 and bearing
the legend described in Exhibit C.

"Guarantee" means, as applied to any obligation, (i) a guarantee
(other than by endorsement of negotiable instruments for collection in the
ordinary course of business), direct or indirect, in any manner, of any part or
all of such obligation and (ii) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit. A guarantee shall include,
without limitation, any agreement to maintain or preserve any other person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

"Hedging Agreement" means any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar agreement
providing for the transfer or mitigation of interest rate risks either
generally or under specific contingencies.

"Hedging Obligation" of any Person means the obligations of such
Person pursuant to any Hedging Agreement.

"Holder" or "Securityholder" means the Person in whose name a Security
is registered on the books of the Registrar or any co-Registrar.

"Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have
meanings correlative to the foregoing). Indebtedness of any Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary (or is merged into or consolidates with the Issuer or any Restricted
Subsidiary), whether or not such Indebtedness was incurred in connection with,
or in contemplation of, such Person becoming a Restricted Subsidiary (or being
merged into or consolidated with the Issuer or any Restricted Subsidiary),
shall be deemed Incurred at the time any such Person becomes a Restricted
Subsidiary or merges into or consolidates with the Issuer or any Restricted
Subsidiary.

"Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

<PAGE> 17

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(i) the principal in respect of (A) indebtedness of such
Person for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments for the payment of which such
Person is responsible or liable, including, in each case, any premium on such
indebtedness to the extent such premium has become due and payable;

(ii) all Capitalized Lease Obligations of such Person and all
Attributable Debt in respect of Sale/Leaseback Transactions entered into by
such Person;

(iii) all obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations of such
Person and all obligations of such Person under any title retention agreement
(but excluding trade accounts payable arising in the ordinary course of
business);

(iv) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in clauses (i) through (iii)
above) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent drawn
upon, such drawing is reimbursed no later than the tenth Business Day following
payment on the letter of credit);

(v) the amount of all obligations of such Person with respect
to the redemption, repayment or other repurchase of any Disqualified Equity
Interest or, with respect to any Subsidiary of such Person, the liquidation
preference with respect to, any Preferred Stock (but excluding, in each case,
any accrued dividends);

(vi) all obligations of the type referred to in clauses (i)
through (v) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
guarantee;

(vii) all obligations of the type referred to in clauses (i)
through (vi) of other Persons secured by any Lien on any property or asset of
such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and

(viii) to the extent not otherwise included in this
definition, Hedging Obligations of such Person.

<PAGE> 18

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The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and
the maximum liability, upon the occurrence of the contingency giving rise to
the obligation, of any contingent obligations at such date.

"Indenture" means this Indenture as amended or supplemented from time
to time.

"Insolvency or Liquidation Proceeding" means, with respect to any
Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

"Interest Payment Date" means the stated maturity of an installment of
interest on the Securities.

"Investment" in any Person means, directly or indirectly, any advance,
loan or other extension of credit (including by means of a guarantee) or
capital contribution to (by means of transfers of property to others, payments
for property or services for the account or use of others or otherwise) such
Person, the acquisition, by purchase or otherwise, of any stock, bonds,
securities, debentures, partnership, membership or joint venture interests or
other securities or other evidence of beneficial interest of any Person, and
shall include the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary. If the Issuer or any Restricted Subsidiary sells or otherwise
disposes of any Voting Equity Interest of any direct or indirect Restricted
Subsidiary such that, after giving effect to such sale or disposition, the
Issuer no longer owns, directly or indirectly, greater than 50% of the
outstanding Voting Equity Interests of such Restricted Subsidiary, the Issuer
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Voting Equity Interests of
such former Restricted Subsidiary not sold or disposed of.

"Investment Banking Fee" means pursuant to an agreement between J.
Merritt Belisle and Steven E. Seach, on the one hand, and the Issuer, on the
other hand, a fee to be paid by the Issuer to such individuals (i) on the date
of this Indenture in the aggregate amount of $550,000 and (ii) thereafter from
time to time in connection with the consummation of acquisitions or financings
by the Issuer in an amount equal to 1.0% of the purchase price paid for such
acquisitions.

"Issue Date" means the original issue date of the Initial Securities,
July 29, 1998.

<PAGE> 19

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"Issuer" means the Person named as the "Issuer" in the first paragraph
of this Indenture until a successor shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Issuer" shall mean
such successor.

"Issuer Request" or "Issuer Order" means a written request or order
signed in the name of each of the Issuer by its respective Chairman of the
Board of Directors, Vice Chairman of the Board of Directors, President or a
Vice President, and by its respective Treasurer, an Assistant Treasurer,
Secretary or an Assistant Secretary, and delivered to the Trustee.

"Lien" means any mortgage, pledge, lien, charge, security interest,
hypothecation, assignment for security or encumbrance of any kind (including
any conditional sale or capital lease or other title retention agreement, any
lease in the nature thereof or any agreement to give a security interest).

"Maturity Date" means the date, which is set forth on the face of the
Securities, on which the Securities will mature.

"Moody's" means Moody's Investors Service, Inc., or any successor
rating agency.

"Net Available Cash" from an Asset Sale means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and proceeds from the
sale or other disposition of any securities received as consideration, but only
as and when received, but excluding any other consideration received in the
form of assumption by the acquiring Person of Indebtedness or other obligations
relating to such properties or assets or received in any other non cash form)
therefrom, in each case net of (i) all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be paid or accrued as a
liability under GAAP, as a consequence of such Asset Sale, (ii) all payments
made on any indebtedness which is secured by any assets subject to such Asset
Sale, in accordance with the terms of any Lien upon or other security
arrangement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Sale, or by
applicable law, be repaid out of the proceeds from such Asset Sale, (iii) all
distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries or joint ventures as a result of such Asset
Sale and (iv) the deduction of appropriate amounts to be provided by the seller
as a reserve, in accordance with GAAP, against any liabilities associated with
the assets disposed of in such Asset Sale and retained by the Issuer or any
Restricted Subsidiary after such Asset Sale.

<PAGE> 20

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"Net Cash Proceeds" means, with respect to any issuance or sale of
Equity Interests, the proceeds in the form of cash or Cash Equivalents received
by the Issuer or any Restricted Subsidiary of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

"New Senior Credit Agreement" means the credit agreement dated as of
July 29, 1998, among the Issuer, the lenders referred to therein, Union Bank of
California, N.A. and Goldman Sachs Credit Partners L.P., as co-arrangers for
such lenders, together with the related documents thereto (including, without
limitation, any guarantee agreements, pledge agreements and security documents
executed in connection therewith), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring such
indebtedness (provided any amendment, supplement, extension, refinancing,
replacement or restructuring is otherwise permitted under Sections 4.04, 4.05,
4.06, 4.15, 4.16 or 4.19), or adding subsidiaries of the Issuer as additional
borrowers or guarantors thereunder. Without limiting the generality of the
foregoing, "New Senior Credit Agreement" shall include all interest rate
collars, caps, hedges and other interest rate protection agreements with
lenders (or affiliates thereof) party to the New Senior Credit Agreement which
are permitted by Section 4.04(i) of this Indenture.

"Non-Recourse Indebtedness" means Indebtedness of a Person (i) as to
which neither the Issuer nor any of the Restricted Subsidiaries (other than
such Person or any Subsidiaries of such Person) (a) provides any guarantee or
credit support of any kind (including any undertaking, guarantee, indemnity,
agreement or instrument that would constitute Indebtedness) or (b) is directly
or indirectly liable (as a guarantor or otherwise); and (ii) the incurrence of
which will not result in any recourse against any of the assets of either of
the Issuer or the Restricted Subsidiaries (other than to such Person or to any
Subsidiaries of such Person and other than to the Equity Interests in such
Restricted Subsidiary or an Unrestricted Subsidiary).

"Obligations" means any principal, interest (including, without
limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

"Officer" means, with respect to any Person, the Chairman of the Board
of Directors, the President, any Vice President, the Chief Financial Officer,
the Treasurer, or the Secretary of such Person.

<PAGE> 21

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"Officer's Certificate" means a certificate signed by an Officer
complying with Sections 13.04 and 13.05.

"Operating Cash Flow" means, with respect to the Issuer and the
Restricted Subsidiaries on a consolidated basis, for any period, an amount
equal to Consolidated Net Income for such period increased (without
duplication) by the sum of (i) Consolidated Income Tax Expense accrued for such
period to the extent deducted in determining Consolidated Net Income for such
period; (ii) Consolidated Interest Expense for such period to the extent
deducted in determining Consolidated Net Income for such period; and (iii)
depreciation, amortization and any other non-cash items for such period to the
extent deducted in determining Consolidated Net Income for such period (other
than any non-cash item which requires the accrual of, or a reserve for, cash
charges for any future period) of the Issuer and the Restricted Subsidiaries,
including, without limitation, amortization of capitalized debt issuance costs
for such period, all of the foregoing determined on a consolidated basis in
accordance with generally accepted accounting principles consistently applied,
and decreased by non-cash items to the extent they increased Consolidated Net
Income (including the partial or entire reversal of reserves taken in prior
periods) for such period. For the purpose of this definition, the following
items shall, to the extent expensed in calculating Consolidated Net Income, be
added to Consolidated Net Income: (A) any amounts paid to employees of the
Issuer in respect of investment banking, advisory or transaction fees in
connection with acquisitions or financings of assets of, or advisory services
to, the Issuer, in an amount not to exceed 1.5 percent of the fair market value
of such acquisition or the amount of such financing, and (B) cancellation of
debt to any employee of the Issuer in an aggregate principal amount not to
exceed $200,000.

"Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Issuer or the Trustee.

"Other Pari Passu Debt" means Indebtedness of the Issuer or any
Restricted Subsidiary that does not constitute Subordinated Obligations and is
not senior in right of payment to the Securities.

<PAGE> 22

-15-

or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and for which an appropriate reserve or provision shall
have been made in accordance with generally accepted accounting principles
consistently applied; (iii) easements, rights of way, and other restrictions on
use of property or minor imperfections of title that in the aggregate are not
material in amount and do not in any case materially detract from the property
subject thereto or interfere with the ordinary conduct of the business of the
Issuer or its Subsidiaries; (iv) Liens related to Capitalized Lease
Obligations, mortgage financings or purchase money obligations (including
refinancings thereof), in each case incurred for the purpose of financing all
or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Issuer or any
Restricted Subsidiary or a Related Business, provided that any such Lien
encumbers only the asset or assets so financed, purchased, constructed or
improved; (v) Liens resulting from the pledge by the Issuer of Equity Interests
in any Subsidiary in connection with the New Senior Credit Agreement; (vi)
Liens resulting from the pledge by the Issuer or Equity Interests in an
Unrestricted Subsidiary in any circumstance where recourse to the Issuer is
limited to the value of the Equity Interests so pledged; (vii) Liens incurred
or deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security; (viii)
Liens to secure the performance of statutory obligations, surety or appeal
bonds, performance bonds, deposits to secure the performance of bids, trade
contracts, government contracts, leases or licenses or other obligations of a
like nature incurred in the ordinary course of business (including without
limitation, landlord Liens on leased properties); (ix) leases or subleases
granted to third Persons not interfering with the ordinary course of business
of the Issuer; (x) deposits made in the ordinary course of business to secure
liability to insurance carriers; (xi) Liens securing reimbursement obligations
with respect to letters of credit which encumber documents and other property
relating to such letters of credit and the products and proceeds thereof; (xii)
Liens on the assets of the Issuer to secure Hedging Agreements with respect to
Indebtedness permitted by this Indenture to be incurred; (xiii) attachment or
judgment Liens not giving rise to a Default or an Event of Default; and (ixv)
any interest or title of a lessor under any capital lease or operating lease.

"Permitted Holders" means Austin Ventures, L.P., BT Capital Partners,
Inc., NationsBank Capital Investors, J. Merritt Belisle and Steven E. Seach.

<PAGE> 23

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extent such amendment, modification, extension or renewal does not require the
Issuer or any Restricted Subsidiary to make any additional cash or non-cash
payments or provide additional services in connection therewith; (v) Hedging
Agreements; (vi) any Investment for which the sole consideration provided is
Equity Interests of the Issuer; (vii) any Investment consisting of a guarantee
permitted under clause (e) of the second paragraph of Section 4.04; (viii)
Investments in the Issuer, in any Wholly Owned Restricted Subsidiary or any
Person that, as a result of or in connection with such Investment, becomes a
Wholly Owned Restricted Subsidiary or is merged with or into or consolidated
with the Issuer or a Wholly Owned Restricted Subsidiary, provided, however,
that such Person's primary business is a Related Business; (ix) loans and
advances to officers, directors and employees of the Issuer and the Restricted
Subsidiaries for business-related travel expenses, moving expenses and other
similar expenses in each case incurred in the ordinary course of business not
to exceed $1 million outstanding at any time; (x) any acquisition of assets
solely in exchange for the issuance of Equity Interests of the Issuer; and (xi)
other Investments made after the date of this Indenture, in addition to any
Permitted Investments described in clauses (i) through (x) above, in an
aggregate amount at any one time outstanding not to exceed $1.0 million.

"Person" means any individual, corporation, partnership, limited
liability Issuer, joint venture, association, joint stock Issuer, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.

"Post-Petition Interest" means, with respect to any Indebtedness of
any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument
creating, evidencing or governing such Indebtedness, whether or not, pursuant
to applicable law or otherwise, the claim for such interest is allowed as a
claim in such Insolvency or Liquidation Proceeding.

"Preferred Stock," means, in any Person, an Equity Interest of any
class or classes, however designated, which is preferred as to the payment of
dividends or distributions, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over Equity
Interests of any other class in such Person.

"Principal" of a debt security means the principal of the security
plus, when appropriate, the premium, if any, on the security.

"Productive Assets" means assets of a kind used or useable by the
Issuer and the Restricted Subsidiaries in any Related Business and specifically
includes assets acquired through

<PAGE> 24

-17-

Asset Acquisitions (it being understood that "assets" may include Equity
Interests of a Person that owns such Productive Assets, provided that after
giving effect to such transaction, such Person would be a Restricted
Subsidiary).

"Purchase Money Indebtedness" means Indebtedness of the Issuer or any
Restricted Subsidiary Incurred for the purpose of financing all or any part of
the purchase price or the cost of construction or improvement of any property,
provided that the aggregate principal amount of such Indebtedness does not
exceed the lesser of the fair market value of such property or such purchase
price or cost.

"Qualified Equity Interest" in any Person means any Equity Interest in
such Person other than any Disqualified Equity Interest.

"redemption date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to this Indenture.

"redemption price," when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to this Indenture
as set forth in the form of Security annexed as Exhibit A.

"Reinvestment Date" means the date which is 365 days after the receipt
of any Net Available Cash from an Asset Sale.

"Related Business" means a cable television, media and communications,
telecommunications, internet service provider or data transmission business,
and businesses ancillary, complementary or reasonably related thereto.

"Restricted Subsidiary" means any Subsidiary of the Issuer other than
an Unrestricted Subsidiary.

"Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby the Issuer or a Restricted Subsidiary
transfers such property to a Person and the Issuer or a Restricted Subsidiary
leases it back from such Person.

"SEC" means the Securities and Exchange Commission.

"Securities" means the 9 7/8% Senior Subordinated Notes due 2008, as
amended or supplemented from time to time pursuant to the terms of this
Indenture, that are issued under this Indenture.

<PAGE> 25

-18-

"Securities Custodian" means the Trustee, as custodian with respect to
the Securities in global form, or any successor entity thereto.

"Senior Guarantor Indebtedness" means the principal of, premium, if
any, and interest (including interest, whether or not allowable, accruing after
the filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of any Subsidiary Guarantor (other
than as otherwise provided in this definition), whether outstanding on the date
of this Indenture or thereafter created, incurred or assumed, and whether at
any time owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to any Subsidiary Guarantee. Without limiting
the generality of the foregoing, "Senior Guarantor Indebtedness" will also
include the principal of, premium, if any, and interest (including interest,
whether or not allowable, accruing after the filing of a petition initiating
any proceeding under any state, federal or foreign bankruptcy law) on, and all
other amounts owing in respect of, all obligations of every nature of the
Issuer from time to time owed to the lenders under the New Senior Credit
Agreement. Notwithstanding the foregoing, "Senior Guarantor Indebtedness" shall
not include (i) Indebtedness evidenced by the Subsidiary Guarantees, (ii)
Indebtedness that is subordinated or junior in right of payment to any
Indebtedness of any Subsidiary Guarantor, (iii) Indebtedness which when
incurred and without respect to any election under Section 1111(b) of Title 11
United States Code, is without recourse to any Subsidiary Guarantor, (iv)
Indebtedness which is represented by Redeemable Capital Stock, (v) any
liability for foreign, federal, state, local or other taxes owed or owing by
any Subsidiary Guarantor to the extent such liability constitutes Indebtedness,
(vi) Indebtedness of any Subsidiary Guarantor to a Subsidiary or any other
Affiliate of the Issuer or any of such Affiliate's Subsidiaries, (vii) to the
extent it might constitute Indebtedness, amounts owing for goods, materials or
services purchased in the ordinary course of business or consisting of trade
accounts payable owed or owing by such Subsidiary Guarantor, and amounts owed
by such Subsidiary Guarantor for compensation to employees or services rendered
to such Subsidiary Guarantor, (viii) that portion of any Indebtedness which at
the time of issuance is issued in violation of this Indenture and (ix)
Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or
Pari Passu Indebtedness.

<PAGE> 26

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creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Securities. Without limiting the generality of the foregoing,
"Senior Indebtedness" will also include the principal of, premium, if any, and
interest (including interest, whether or not allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on, and all other amounts owing in respect of, all
obligations of every nature of the Issuer from time to time owed to the lenders
under the New Senior Credit Agreement. Notwithstanding the foregoing, "Senior
Indebtedness" shall not include (i) Indebtedness evidenced by the Securities,
(ii) Indebtedness that is subordinate or junior in right of payment to any
Indebtedness of the Issuer, (iii) Indebtedness which when incurred and without
respect to any election under Section 1111(b) of Title 11 United States Code,
is without recourse to the Issuer, (iv) Indebtedness which is represented by
Redeemable Capital Stock, (v) any liability for foreign, federal, state, local
or other taxes owed or owing by the Issuer to the extent such liability
constitutes Indebtedness, (vi) Indebtedness of the Issuer to a Subsidiary or
any other Affiliate of the Issuer or any of such Affiliate's Subsidiaries,
(vii) to the extent it might constitute Indebtedness, amounts owing for goods,
materials or services purchased in the ordinary course of business or
consisting of trade accounts payable owed or owing by the Issuer, and amounts
owed by the Issuer for compensation to employees or services rendered to the
Issuer, (viii) that portion of any Indebtedness which at the time of issuance
is issued in violation of this Indenture and (ix) Indebtedness evidenced by any
guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness.

"Senior Representative" means an authorized representative of a holder
of Senior Indebtedness.

"S&P" means Standard & Poor's Ratings Group, a division of the McGraw
Hill Company, Inc., or any successor rating agency.

"Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

"Strategic Equity Investment" means an investment in CCI by a company
which is primarily engaged in the media and communications industry or the
telecommunications industry and which has a market capitalization (if a public
company) on the date of such investment in CCI of more than $1.0 billion or, if
not a public company, had total revenues of more than $5.0 billion during its
previous fiscal year.

<PAGE> 27

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"Subordinated Obligations" means, with respect to the Issuer, any
Indebtedness of the Issuer which is expressly subordinated in right of payment
to the Securities.

"Subsidiary" means a Person the majority of whose voting stock,
membership interests or other Voting Equity Interests is or are owned by the
Issuer or a Subsidiary. Voting stock in a corporation includes Equity Interests
having voting power under ordinary circumstances to elect directors.

"Subsidiary Guarantees" means the guarantees of the Issuer's
obligations under this Indenture and the Securities.

"Subsidiary Guarantors" means (i) each subsidiary of the Issuer on the
Issue Date, as listed on the Appendix to this Indenture, and (ii) any
Subsidiary of the Issuer that guarantees the Issuer's obligations under this
Indenture and the Securities issued after the date of this Indenture pursuant
to Section 4.19.

"Subsidiary Operating Cash Flow" means, with respect to any Subsidiary
for any period, the "Operating Cash Flow" of such Subsidiary and its
Subsidiaries for such period determined by utilizing all of the elements of the
definition of "Operating Cash Flow" in this Indenture, including the defined
terms used in such definition, consistently applied only to such Subsidiary and
its Subsidiaries on a consolidated basis for such period.

"Surviving Person" means, with respect to any Person involved in or
that makes any Disposition, the Person formed by or surviving such Disposition
or the Person to which such Disposition is made.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 10.03.

"Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519)
which has become publicly available at least two business days prior to the
date fixed for redemption of the Securities following a Change of Control (or,
if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the then remaining
Weighted Average Life to Maturity of the Securities; provided, however, that if
the Weighted Average Life to Maturity of the Securities is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of

<PAGE> 28

-21-

United States Treasury securities for which such yields are given, except that
if the Weighted Average Life to Maturity of the Securities is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.

"Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

"Trust Officer" means any officer within the corporate trust
department (or any successor group of the Trustee) including any vice
president, assistant vice president, assistant secretary or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at that time shall be such officers, and
also means, with respect to a particular corporate trust matter, any other
officer to whom such trust matter is referred because of his knowledge of and
familiarity with the particular subject.

"Units" means the units issued by CCI, concurrently with the initial
Securities issued pursuant to this Indenture, consisting of the Discount Notes
and shares of CCI Common Stock.

"Unrestricted Subsidiary" means any Subsidiary of the Issuer (other
than a Subsidiary Guarantor) designated as such pursuant to and in compliance
with Section 4.17. Any such designation may be revoked by a resolution of the
Board of Directors of the Issuer delivered to the Trustee, subject to the
provisions of Section 4.17.

"Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary
means Indebtedness of such Unrestricted Subsidiary (i) as to which neither the
Issuer nor any Restricted Subsidiary is directly or indirectly liable (by
virtue of the Issuer or any such Restricted Subsidiary being the primary
obligor on, guarantor of, or otherwise liable in any respect to, such
Indebtedness, except guaranteed debt of the Issuer or any Restricted Subsidiary
to any Affiliate, in which case (unless the incurrence of such guaranteed debt
resulted in a Restricted Payment at the time of incurrence) the Issuer shall be
deemed to have made a Restricted Payment equal to the principal amount of any
such Indebtedness to the extent guaranteed at the time such Affiliate is
designated an Unrestricted Subsidiary and (ii) which, upon the occurrence of a
default with respect thereto, does not result in, or permit any holder of any
Indebtedness of the Issuer or any Subsidiary to declare, a default on such
Indebtedness of the Issuer or any Subsidiary or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity; provided that
notwithstanding the foregoing any Unrestricted Subsidiary may guarantee the
Securities.

<PAGE> 29

-22-

"Voting Equity Interests" means Equity Interests in any Person with
voting power under ordinary circumstances entitling the holders thereof to
elect the board of directors, board of managers or other governing body of such
Person.

"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment of final maturity, in respect thereof by (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
aggregate principal amount of such Indebtedness.

"Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary of
which all of the outstanding Equity Interests (other than Equity Interests
constituting directors' qualifying shares to the extent mandated by applicable
law) are owned by the Issuer or by one or more Wholly Owned Restricted
Subsidiaries or by the Issuer and one or more Wholly Owned Restricted
Subsidiaries. Notwithstanding the foregoing, so long as Universal Cable
Holding, Inc. holds at least 75% of the issued and outstanding shares of stock
of Universal Cable Communications Inc., Universal Cable of Beaver, Oklahoma,
Inc. and Universal Cable Midwest, Inc., each of such entities shall be deemed
to be a Wholly Owned Subsidiary.

SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
Term Defined in Section
---- ------------------
<S> <C>
"Affiliate Transaction" 4.03
"Bankruptcy Law" 6.01
"Custodian" 6.01
"Event of Default" 6.01
"Funding Guarantor" 11.05
"Guarantor Payment Blockage Period" 12.02(a)
"Non-Payment Default" 8.02(a)
"Other Indebtedness" 4.19
"Participants" 2.13
"Paying Agent" 2.03
"Payment Blockage Period" 8.02(a)
"Permitted Indebtedness" 4.04
"Physical Securities" 2.13
"Registrar" 2.03
</TABLE>

<PAGE> 30

-23-

<TABLE>
<S> <C>
"Required Filing Dates" 4.12
"Restricted Payment" 4.06
"Revocation" 4.17
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" or "obligors" on the indenture securities means the Issuer or
any other obligor on the Securities.

All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles in effect
from time to time, and any other reference in this Indenture to "generally
accepted accounting principles" refers to GAAP;

<PAGE> 31

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(d) words in the singular include the plural, and words in the plural
include the singular;

(e) provisions apply to successive events and transactions; and

(f) "herein," "hereof" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

ARTICLE TWO

THE SECURITIES

SECTION 2.01 Form and Dating.

The Securities and the Trustee's certificates of authentication shall
be substantially in the form of Exhibit A. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage. Any
notations, legends or endorsements not contained in the form of Security
contained in Exhibit A shall be delivered in writing to the Trustee. The Issuer
shall approve the form of the Securities and any notation, legend or
endorsement on them. Each Security shall be dated the date of its
authentication.

The terms and provisions contained in the form of the Securities,
annexed hereto as Exhibit A, shall constitute, and are hereby expressly made, a
part of this Indenture.

SECTION 2.02 Execution and Authentication.

An Officer shall sign the Securities for the Issuer by facsimile
signature.

If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall
be valid nevertheless.

A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

The Trustee shall authenticate Securities for original issue in the
aggregate principal amount of up to $125,000,000, upon a written order signed
by an Officer of the Issuer. The order shall specify the amount of Securities
to be authenticated and the date on which the

<PAGE> 32

-25-

original issue of Securities is to be authenticated. The aggregate principal
amount of Securities outstanding at any time may not exceed $125,000,000 except
as provided in Section 2.07.

The Securities shall initially be issued in the form of one or more
permanent Global Securities, substantially in the form set forth in Exhibit A.
Global Securities shall be registered in the name of a nominee of the
Depositary and deposited with the Trustee, at its principal operations office
in New York, New York, in its capacity as Securities Custodian, duly executed
by the Issuer and authenticated by the Trustee as hereinafter provided. Each
Global Security shall evidence such of the outstanding Securities as shall be
specified therein and each shall provide that it shall evidence the aggregate
principal amount of outstanding Securities from time to time endorsed thereon,
and that the aggregate principal amount of outstanding Securities represented
thereby may from time to time be reduced or increased, as applicable, to
reflect exchanges, redemptions, and other similar transactions. Any endorsement
of a Global Security to reflect the amount of any increase or decrease in the
amount of outstanding Securities represented thereby shall be made by the
Trustee or the Securities Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof.

The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 2.03 Registrar; Paying Agent; Depositary.

The Issuer shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Securities may be presented for payment ("Paying
Agent"). The Issuer may have one or more co-Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional
paying agent.

The Issuer shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent and shall, if required,
incorporate the provisions of the TIA. The Issuer shall notify the Trustee of
the name and address of any such Agent. If the Issuer fail to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation in accordance with the provisions of Section 7.07.

The Issuer initially appoints the Trustee as Registrar and Paying
Agent. The Issuer shall give written notice to the Trustee in the event that
the Issuer decides to act as Registrar or Paying Agent.

<PAGE> 33

-26-

The Issuer initially appoints DTC to act as Depositary with respect to
any Global Securities and initially appoints the Trustee to act as Securities
Custodian with respect to any Global Securities.

SECTION 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent to agree in writing to hold
in trust for the benefit of Securityholders or the Trustee all money held by
the Paying Agent for the payment of principal of or interest on the Securities
(whether such money has been paid to it by the Issuer or any other obligor on
the Securities), and the Issuer and the Paying Agent shall each notify the
Trustee of any default by the Issuer (or any other obligor on the Securities)
in making any such payment. If the Issuer or a Subsidiary of the Issuer acts as
Paying Agent, it shall segregate the money and hold it as a separate trust
fund. The Issuer at any time may require a Paying Agent to pay all money held
by it to the Trustee and account for any funds disbursed and the Trustee may at
any time during the continuance of any payment default, upon written request to
a Paying Agent, require such Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. Upon making such payment the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

SECTION 2.05 Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Issuer shall furnish
to the Trustee at least five Business Days before each Interest Payment Date
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders.

SECTION 2.06 Transfer and Exchange.

Subject to the provisions of Section 2.13, when Securities are
presented to the Registrar or a co-Registrar with a request to register the
transfer or to exchange them for an equal principal amount of Securities of
other authorized denominations, the Registrar shall register the transfer or
make the exchange as requested if its requirements for such transactions are
met. To permit registrations of transfers and exchanges, the Issuer shall
execute and the Trustee shall authenticate Securities. The date of any Security
issued pursuant to this Section 2.06 shall be the date of such transfer or
exchange. No service charge shall be made to the Securityholder for any
registration of transfer or exchange, but the Issuer may require from the
Securityholder payment of a sum sufficient to cover any transfer tax or similar
governmental

<PAGE> 34

-27-

charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchanges pursuant to Sections 2.10,
3.06, 4.14 or 10.05, in which event the Issuer shall be responsible for the
payment of such taxes).

Any Holder of the Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book-entry system (as described in Section 2.13)
maintained by the Depositary (or its agent), and that ownership of a beneficial
interest in the Global Security shall be required to be reflected in a book
entry.

SECTION 2.07 Replacement Securities.

If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Issuer shall issue and the Trustee shall authenticate a replacement
Security if the Trustee's requirements are met. An indemnity bond in an amount
sufficient in the judgment of the Issuer and the Trustee to protect the Issuer,
the Trustee or any Agent from any loss which any of them may suffer if a
Security is replaced may be required by the Trustee or the Issuer. The Issuer
and the Trustee each may charge such Holder for its expenses in replacing such
Security.

If, after the delivery of such replacement Security, a bona fide
purchaser of the original Security in lieu of which such replacement Security
was issued presents for payment or registration such original Security, the
Trustee shall be entitled to recover such replacement Security from the person
to whom it was delivered or any person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred
by the Issuer or the Trustee in connection therewith.

Every replacement Security is an additional obligation of the Issuer.

SECTION 2.08 Outstanding Securities.

Securities outstanding at any time are all Securities that have been
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.
Except as provided in paragraph 5(b) of the Securities, a Security does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Security.

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If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If the Paying Agent (other than the Issuer, a Subsidiary of the Issuer
or an Affiliate of the Issuer) holds on a redemption date or Maturity Date
money sufficient to pay the principal of, and interest on Securities payable on
that date, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.

SECTION 2.09 Treasury Securities.

In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Issuer, any Subsidiary Guarantor or any of their respective Affiliates
shall be disregarded, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities that a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.10 Temporary Securities.

Until definitive Securities are ready for delivery, the Issuer may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Issuer consider appropriate for temporary Securities.
Without unreasonable delay, the Issuer shall prepare and the Trustee shall
authenticate definitive Securities in exchange for temporary Securities. Until
such exchange, temporary Securities shall be entitled to the same rights,
benefits and privileges as definitive Securities.

SECTION 2.11 Cancellation.

The Issuer at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee and no one else shall cancel all Securities surrendered for transfer,
exchange, payment or cancellation. Except as provided in Section 2.07, the
Issuer may not issue new Securities to replace, or reissue or resell,
Securities which the Issuer has redeemed, paid, purchased on the open market or
otherwise, or otherwise acquired or have been delivered to the Trustee for
cancellation. The Trustee (subject to the record-retention requirements of the
Exchange Act) may, but shall not be required to destroy canceled Securities.

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SECTION 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Securities, it
shall pay the defaulted interest, plus any interest payable on the defaulted
interest pursuant to Section 4.01 hereof, to the persons who are
Securityholders on a subsequent special record date, and such term, as used in
this Section 2.12 with respect to the payment of any defaulted interest, shall
mean the fifteenth day next preceding the date fixed by the Issuer for the
payment of defaulted interest, whether or not such day is a Business Day. At
least 15 days before such special record date, the Issuer shall mail to each
Securityholder and to the Trustee a notice that states such special record
date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.13 Book-Entry Provisions for Global Securities.

(a) The Global Securities initially shall (i) be registered in the
name of the Depositary or the nominee of such Depositary, (ii) be delivered to
the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Exhibit C.

Members of, or participants in, the Depositary ("Participants") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Issuer, the Trustee
and any agent of the Issuer or the Trustee as the absolute owner of the Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.

(b) Transfers of Global Securities shall be limited to transfers in
whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in the Global Securities may be
transferred or exchanged for certificated Securities ("Physical Securities") in
accordance with the rules and procedures of the Depositary. In addition,
Physical Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in Global Securities if (i) the Depositary
notifies the Issuer that it is unwilling or unable to continue as Depositary
for any Global Security and a successor depositary is not appointed by the
Issuer within 90 days of such notice or (ii) an Event of Default has occurred
and is continuing and the Registrar has received a request from the Depositary
to issue Physical Securities.

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(c) In connection with any transfer or exchange of a portion of the
beneficial interest in any Global Security to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Securities are to
be issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred or
exchanged, and the Issuer shall execute (and any Subsidiary Guarantor shall
execute the Subsidiary Guarantee endorsed thereon), and the Trustee, pursuant
to instructions set forth in an Officer's Certificate from the Issuer, shall
authenticate and deliver, one or more Physical Securities of like tenor and
amount.

(d) In connection with the transfer or exchange of Global Securities
as an entirety to beneficial owners pursuant to paragraph (b), the Global
Securities shall be deemed to be surrendered to the Trustee for cancellation,
and the Issuer shall execute (and any Subsidiary Guarantor shall execute the
Subsidiary Guarantee endorsed thereon), and the Trustee, pursuant to
instructions set forth in an Officer's Certificate from each of the Issuer,
shall authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the Global Securities, an
equal aggregate principal amount of Physical Securities of authorized
denominations.

(e) The Holder of any Global Security may grant proxies and otherwise
authorize any person, including Participants and persons that may hold
interests through Participants, to take any action which a Holder is entitled
to take under this Indenture or the Securities.

ARTICLE THREE

REDEMPTION

SECTION 3.01 Notices to Trustee.

If the Issuer is to effect the redemption of any Securities pursuant
to paragraph 5 of the Securities at the applicable redemption price set forth
therein, it shall notify the Trustee in writing of the redemption date and the
principal amount of Securities to be redeemed.

The Issuer shall give the notice provided for in this Section 3.01 at
least 45 days before the redemption date (unless a shorter notice shall be
agreed to by the Trustee in writing), together with an Officer's Certificate
stating that such redemption will comply with the conditions contained herein.

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SECTION 3.02 Selection of Securities to Be Redeemed.

If less than all of the Securities are to be redeemed pursuant to
paragraph 5 thereof, the Trustee shall select the Securities to be redeemed pro
rata or by lot or in such other manner as the Trustee shall deem appropriate
and fair. The Trustee shall make the selection from the Securities then
outstanding, subject to redemption and not previously called for redemption.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION 3.03 Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date,
the Issuer shall mail a notice of redemption by first-class mail to each Holder
whose Securities are to be redeemed at such Holder's registered address.

The notice shall identify the Securities to be redeemed and shall
state:

(a) the redemption date;

(b) the redemption price;

(d) the name and address of the Paying Agent to which the Securities
are to be surrendered for redemption;

(e) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making the redemption payment,
interest on Securities called for redemption ceases to accrue on and after the
redemption date and the only remaining right of the Holders is to receive
payment of the redemption price upon surrender of such Securities to the Paying
Agent; and

(g) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the redemption
date, upon surrender of such

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Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof will be issued.

At the Issuer's request, the Trustee shall give the notice of
redemption on behalf of the Issuer, in the Issuer's name and at the Issuer's
expense.

SECTION 3.04 Effect of Notice of Redemption.

Once a notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date and at the redemption
price. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price, plus accrued interest thereon to the redemption date, but
interest installments whose maturity is on or prior to such redemption date
shall be payable to the Holders of record at the close of business on the
relevant record dates referred to in the Securities. The Trustee shall not be
required to (i) issue, authenticate, register the transfer of or exchange any
Security during a period beginning 15 days before the date a notice of
redemption is mailed and ending at the close of business on the date the
redemption notice is mailed, or (ii) register the transfer or exchange of any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

SECTION 3.05 Deposit of Redemption Price.

At least one Business Day before the redemption date, the Issuer shall
deposit with the Paying Agent (or if the Issuer is the Paying Agent, such
Issuer shall, on or before the redemption date, segregate and hold in trust)
money sufficient to pay the redemption price of and accrued and unpaid interest
on all Securities to be redeemed on that date other than Securities or portions
thereof called for redemption on that date which have been delivered by the
Issuer to the Trustee for cancellation.

SECTION 3.06 Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security equal in principal amount to
the unredeemed portion of the Security surrendered.

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ARTICLE FOUR

COVENANTS

SECTION 4.01 Payment of Securities.

The Issuer shall pay the principal of and interest on the Securities
in the manner provided in the Securities. An installment of principal or
interest shall be considered paid on the date due if the Trustee or Paying
Agent (other than the Issuer, a Subsidiary or an Affiliate of the Issuer) holds
on that date money designated for and sufficient to pay the installment in full
and is not prohibited from paying such money to the Holders of the Securities
pursuant to the terms of this Indenture.

The Issuer shall pay interest on overdue principal at the same rate
per annum borne by the Securities. The Issuer shall pay interest on overdue
installments of interest at the same rate per annum borne by the Securities, to
the extent lawful.

Payments of the principal of and interest on any Global Securities
will be made to the Depositary or its nominee, as the case may be, as the
registered owner thereof. None of the Issuer, the Trustee nor any Paying Agent
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
any Global Securities or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interest.

SECTION 4.02 Maintenance of Office or Agency.

The Issuer shall maintain in the Borough of Manhattan, the City of New
York, an office or agency where Securities may be surrendered for registration
of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Issuer in respect of the Securities and this Indenture
may be served. The Issuer shall give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 13.02.

The Issuer may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided that no such designation or rescission shall in any manner relieve the
Issuer of its obligation to maintain an office or agency in the

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Borough of Manhattan, the City of New York, for such purposes. The Issuer shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

SECTION 4.03 Limitation on Transactions with Affiliates.

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, enter into or conduct any transaction or series of
transactions (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with any
Affiliate, officers or directors of the Issuer (an "Affiliate Transaction")
unless (i) the terms of such transaction are no less favorable to the Issuer or
such Restricted Subsidiary, as the case may be, than those that could be
obtained at the time of such transaction in arm's-length dealings with a Person
who is not such an Affiliate; (ii) in the event such Affiliate Transaction
involves an aggregate amount in excess of $1.0 million, the terms of such
transaction are set forth in writing and shall have been approved by a majority
of the members of the Board of Directors having no personal stake in such
Affiliate Transaction (and such majority determines that such Affiliate
Transaction satisfies the criteria in clause (i) above) and (iii) in the event
such Affiliate Transaction involves an aggregate amount in excess of $10
million, the Issuer has received a written opinion from a nationally recognized
independent investment banking firm, or nationally recognized accounting or
appraisal firm, that such Affiliate Transaction is fair to the Issuer and its
Restricted Subsidiaries from a financial point of view.

The provisions of the foregoing paragraph shall not prohibit (i) any
Restricted Payment permitted to be made pursuant to Section 4.06, (ii) any
issuance of securities, or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock
options and stock ownership plans approved by the Board of Directors and
otherwise permitted under this Indenture, (iii) the grant of stock options or
similar rights to employees and directors of the Issuer in the ordinary course
of business pursuant to plans approved by the Board of Directors, and otherwise
permitted under this Indenture (iv) loans or advances to employees in the
ordinary course of business in accordance with the past practices of the Issuer
or its Restricted Subsidiaries, but in any event not to exceed $1.0 million in
the aggregate outstanding at any one time, (v) the payment of reasonable fees
to directors of the Issuer and its Restricted Subsidiaries who are not
employees of the Issuer or its Restricted Subsidiaries, (vi) any transaction
between the Issuer and a Wholly Owed Subsidiary or between Wholly Owned
Subsidiaries or (vii) the payment of Investment Banking Fees.

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SECTION 4.04 Limitation on Indebtedness

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness (including Acquired
Indebtedness) except for Permitted Indebtedness; provided, however, that the
Issuer or any Restricted Subsidiary which is a Subsidiary Guarantor may incur
Indebtedness if, at the time of and immediately after giving pro forma effect
to such incurrence of indebtedness and the application of the proceeds
therefrom, the Debt to Operating Cash Flow Ratio would be less than or equal to
7.0 to 1.0 until June 30, 2000, and 6.0 to 1.0 thereafter.

The foregoing limitations will not apply to the incurrence of any of
the following (collectively, "Permitted Indebtedness"), each of which shall be
given independent effect:

(a) Indebtedness under the Securities issued on the date of this
Indenture, the Exchange Securities and this Indenture;

(b) Indebtedness of the Issuer and the Restricted Subsidiaries
outstanding on the Issuance Date and listed on a schedule to this Indenture,
other than Indebtedness described in clause (a), (c), (d) or (e) of this
Section 4.04;

(c) Indebtedness of (x) any Wholly Owned Restricted Subsidiary owed to
or issued to and held by the Issuer or any Restricted Subsidiary and (y) the
Issuer owed to and held by any Wholly Owned Restricted Subsidiary which is
unsecured and subordinated in right of payment to the payment and performance
of the Issuer's obligations under this Indenture and the Securities; provided,
however, that an incurrence of Indebtedness that is not permitted by this
clause (c) shall be deemed to have occurred upon (i) any sale or other
disposition of any Indebtedness of the Issuer or a Restricted Subsidiary
referred to in this clause (c) to any Person (other than the Issuer or a Wholly
Owned Restricted Subsidiary) such that such Restricted Subsidiary ceases to be
a Restricted Subsidiary or (ii) any designation of a Restricted Subsidiary
which holds Indebtedness of the Issuer as an Unrestricted Subsidiary;

(d) guarantees by any Restricted Subsidiary of Indebtedness of the
Issuer permitted in accordance with the provisions of this Indenture;

(e) Indebtedness of the Issuer and any Subsidiary Guarantor under the
New Senior Credit Agreement in the aggregate principal amount at any one time
outstanding not to exceed $125.0 million;

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(f) indebtedness of the Issuer or any Subsidiary Guarantor to the
extent representing a replacement, renewal, refinancing or extension
(collectively, a "refinancing") of outstanding Indebtedness of the Issuer or
any Subsidiary Guarantor, as the case may be, incurred in compliance with
clause (a), (b), (e) or (g) of this paragraph of this covenant; provided,
however, that (i) Indebtedness of the Issuer may not be refinanced under this
clause (f) with Indebtedness of any Restricted Subsidiary, (ii) any such
refinancing shall not exceed the sum of the principal amount or liquidation
preference or redemption payment value (or, if such Indebtedness provides for a
lesser amount to be due and payable upon a declaration of acceleration thereof
at the time of such refinancing, an amount no greater than such lesser amount)
of the Indebtedness being refinanced plus the amount of accrued interest or
dividends thereon and such reasonable fees and expenses incurred in connection
therewith, (iii) Indebtedness representing a refinancing of Indebtedness of the
Issuer shall not mature prior to the stated maturity of the Indebtedness
refinanced and shall have a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of the Indebtedness being
refinanced, (iv) Subordinated Obligations of the Issuer may only be refinanced
with Subordinated Obligations of the Issuer, and (v) Other Pari Passu Debt
which is unsecured may only be refinanced with unsecured Indebtedness, which is
either Other Pari Passu Debt or Subordinated Obligations;

(g) Indebtedness of the Issuer or a Subsidiary Guarantor represented
by Capitalized Lease Obligations, mortgage financings, performance bonds,
purchase money obligations or letters of credit, in each case incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the
business of the Issuer or such Subsidiary Guarantor in an aggregate principal
amount not to exceed $10.0 million at any time outstanding;

(h) Indebtedness incurred and outstanding on or prior to the date on
which such Restricted Subsidiary was acquired by the Issuer (other than
Indebtedness incurred in connection with, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series
of related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was acquired by the Issuer); provided, however, that
on the date of such acquisition and after giving effect thereto, the Debt to
Operating Cash Flow Ratio would have been less than or equal to the Debt to
Operating Cash Flow Ratio immediately prior thereto;

(i) Indebtedness of the Issuer and any Restricted Subsidiary under a
Hedging Agreement related to floating interest on Indebtedness under the New
Senior Credit Agreement provided that such Hedging Agreement is designed solely
to protect against fluctuations in interest rates and does not increase the
Indebtedness of the obligor outstanding at any time other than as a result of
fluctuations in interest rates; and

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(j) In addition to any Indebtedness described in clauses (a) through
(i) above, Indebtedness of the Issuer or any of the Subsidiary Guarantors so
long as the aggregate principal amount of all such indebtedness incurred
pursuant to this clause (j) does not exceed $5.0 million at any one time
outstanding.

For purposes of determining compliance with this covenant, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (a) through (i) above
or is entitled to be incurred pursuant to the first paragraph of this covenant,
the Issuer shall classify such item of Indebtedness in any manner that complies
with this covenant and such item of Indebtedness shall be treated as having
been incurred pursuant to only one of such clauses or pursuant to the first
paragraph hereof.

SECTION 4.05 Disposition of Proceeds of Asset Sales.

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, consummate an Asset Sale unless (i) the Issuer or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such sale
or other disposition at least equal to the fair market value thereof, as
determined in good faith by the Board of Directors of the Issuer and evidenced
in a Board Resolution; and (ii) not less than 75% of the consideration received
by the Issuer or such Restricted Subsidiary, as the case may be, is in the form
of cash or Cash Equivalents.

Within 365 days after the receipt of any Net Available Cash from an
Asset Sale, the Issuer or the applicable Restricted Subsidiary may apply such
Net Available Cash to: (A) prepay, repay, redeem or purchase Senior
Indebtedness or Indebtedness of a Subsidiary Guarantor (in each case other than
Indebtedness owed to the Issuer or an Affiliate of the Issuer); (B) acquire all
or substantially all of the assets of a Related Business; (C) acquire Voting
Stock of a Related Business from a Person that is not a Subsidiary of the
Issuer; provided, that, (x) after giving effect thereto, the Issuer or its
Restricted Subsidiary owns a majority of such Voting Stock and (y) such
acquisition is otherwise made in accordance with this Indenture, including,
without limitation, the covenant in Section 4.06; or (D) make a capital
expenditure or acquire other long-term assets that are used or useful in a
Related Business. To the extent of the balance of such Net Available Cash after
application in accordance with clauses (A), (B), (C) or (D) ("Excess
Proceeds"), the Issuer shall make an Offer to Holders of the Securities to
purchase Securities and an offer to holders of Pari Passu Indebtedness to
repurchase such Indebtedness pursuant to and subject to the conditions set
forth below.

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Notwithstanding the foregoing provisions, the Issuer and its
Restricted Subsidiaries shall not be required to apply any Net Available Cash
in accordance herewith except to the extent that the aggregate Net Available
Cash from all Asset Sales which are not applied in accordance with this
covenant exceeds $10.0 million. Pending application of Net Available Cash
pursuant to this covenant, such Net Available Cash shall be invested in
Permitted Investments.

For the purposes of this covenant, the following are deemed to be
cash: (x) the assumption by the transferee of Indebtedness of the Issuer (other
than Indebtedness that is subordinated to the Securities and other than any
Disqualified Equity Interest of the Issuer) or Indebtedness of any Restricted
Subsidiary (other than Indebtedness that is subordinated to the Subsidiary
Guarantee of such Restricted Subsidiary and other than any Disqualified Equity
Interest of such Restricted Subsidiary) and the release of the Issuer or such
Restricted Subsidiary from all liability on such Indebtedness in connection
with such Asset Sale; (y) securities received by the Issuer or any Restricted
Subsidiary from the transferee that are converted by the Issuer or such
Restricted Subsidiary into cash within 20 days of the applicable Asset Sale (to
the extent of the cash received); and (z) any liabilities (as shown on the
Issuer's or such Restricted Subsidiary's most recent balance sheet) of the
Issuer or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Securities or any
Subsidiary Guarantee thereof) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Issuer or
any such Restricted Subsidiary from further liability.

When the aggregate amount of Excess Proceeds exceeds $10.0 million or
more, the Issuer will apply the Excess Proceeds to the repayment of the
Securities and any other Pari Passu Indebtedness outstanding with similar
provisions requiring the Issuer to make an offer to purchase such Indebtedness
with the proceeds from any Asset Sale as follows: (A) the Issuer will make an
offer to purchase (an "Offer") from all holders of the Securities in accordance
with the procedures set forth in this Indenture in the maximum principal amount
(expressed as a multiple of $1,000) of Securities that may be purchased out of
an amount (the "Security Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the numerator of which is the outstanding principal
amount of the Securities, and the denominator of which is the sum of the
outstanding principal amount of the Securities and such Pari Passu Indebtedness
(subject to proration in the event such amount is less than the aggregate
Offered Price (as defined herein) of all Securities tendered) and (B) to the
extent required by such Pari Passu Indebtedness to permanently reduce the
principal amount of such Pari Passu Indebtedness, the Issuer will make an offer
to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari
Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess
of the Excess Proceeds over the Security Amount; provided that in no event will
the

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Issuer be required to make a Pari Passu Offer in a Pari Passu Debt Amount
exceeding the principal amount of such Pari Passu Indebtedness. The offer price
of the Securities will be payable in cash in an amount equal to 100% of the
principal amount of the Securities plus accrued and unpaid interest, if any, to
the date (the "Offer Date") such Offer is consummated (the "Offered Price"), in
accordance with the procedures set forth in this Indenture. To the extent that
the aggregate Offered Price of the Securities tendered pursuant to the Offer is
less than the Security Amount relating thereto or the aggregate amount of Pari
Passu Indebtedness that is purchased in a Pari Passu Offer is less than the
Pari Passu Debt Amount, the Issuer may use any remaining Excess Proceeds for
general corporate purposes. If the aggregate principal amount of Securities and
Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Securities to be purchased on a
pro rata basis. Upon the completion of the purchase of all the Securities
tendered pursuant to an Offer and the completion of a Pari Passu Offer, the
amount of Net Available Cash, if any shall be reset at zero.

If the Issuer is required to make an Offer, the Issuer shall mail,
within 30 days following the Reinvestment Date, a notice to the holders of
Securities stating, among other things: (1) that such holders have the right to
require the Issuer to apply the Excess Proceeds to repurchase such Securities
at a purchase price in cash equal to 100% of the principal amount thereof plus
accrued and unpaid interest, if any, to the date of purchase; (2) the purchase
date, which shall be no earlier than 30 days and not later than 60 days from
the date such notice is mailed; (3) the instructions, determined by the Issuer,
that each holder must follow in order to have such Securities repurchased; and
(4) the calculations used in determining the amount of Excess Proceeds to be
applied to the repurchase of such Securities.

The Issuer shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
covenant.

SECTION 4.06 Limitation on Restricted Payments.

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, make any Restricted Payment if (i) immediately before or immediately after
giving effect to such Restricted Payment, a Default or Event of Default shall
have occurred and be continuing or shall occur as a consequence of such
Restricted Payment; (ii) immediately after giving effect to such proposed
Restricted Payment, the Issuer would not be able to incur $1.00 of additional
Indebtedness under the Debt to Operating Cash Flow Ratio of the first paragraph
of Section 4.04; or (iii) immediately after giving effect to any such
Restricted Payment, the aggregate of all Restricted Payments which shall have
been made on or after the date of this Indenture (the

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amount of any Restricted Payment, if other than cash, to be based upon the fair
market value thereof on the date of such Restricted Payment) would exceed an
amount equal to the difference between (a) the Cumulative Credit and (b) 1.4
times Cumulative Interest Expense.

"Restricted Payment" means (i) any dividend (whether made in cash,
property or securities) on or with respect to any Equity Interests of the
Issuer or of any Restricted Subsidiary (other than any dividend made to the
Issuer or another Wholly Owned Restricted Subsidiary or any dividend payable in
Equity Interests of the Issuer or any Restricted Subsidiaries); or (ii) any
distribution (whether made in cash, property or securities) on or with respect
to any Equity Interests of the Issuer or of any Restricted Subsidiary (other
than any distribution made to the Issuer or another Wholly Owned Subsidiary or
any distribution payable in Equity Interests of the Issuer or any Restricted
Subsidiary); or (iii) any redemption, repurchase, retirement or other direct or
indirect acquisition of any Equity Interests of the Issuer, or any warrants,
rights or options to purchase or acquire any such Equity Interests or any
securities exchangeable for or convertible into any such Equity Interests; or
(iv) any redemption, repurchase, retirement or other direct or indirect
acquisition for value or other payment of principal, prior to any scheduled
final maturity, scheduled repayment or scheduled sinking fund payment, of any
Subordinated Obligations; or (v) any Investment (other than a Permitted
Investment).

The provisions of the first paragraph of this covenant shall not
prevent (i) the retirement of any of the Issuer's Equity Interests in exchange
for, or out of the proceeds of, the substantially concurrent sale (other than
to a Subsidiary of the Issuer or an employee stock ownership plan or to a trust
established by the Issuer or any Subsidiary of the Issuer for the benefit of
its employees) of Equity Interests of the Issuer (other than any Disqualified
Equity Interest), provided that the Net Cash Proceeds from the issuance are
excluded from clause (i) of the definition of Cumulative Credit; (ii) the
payment of any dividend or distribution on, or redemption of Equity Interests
within 60 days after the date of declaration of such dividend or distribution
or the giving of formal notice of such redemption, if at the date of such
declaration or giving of such formal notice such payment or redemption would
comply with the first paragraph of this covenant and the other provisions of
this Indenture; (iii) investments constituting Restricted Payments made as a
result of the receipt of non-cash consideration from any Asset Sale made
pursuant to and in compliance with the provisions described in Section 4.05;
(iv) the redemption, repurchase, retirement, defeasance or other acquisition of
any Subordinated Obligations in exchange for, or out of Net Cash Proceeds of
the substantially concurrent sale (other than to a Subsidiary of the Issuer or
any employee stock ownership plan or to a trust established by the Issuer or
any Subsidiary of the Issuer (for the benefit of its employees)) of Equity
Interests of the Issuer (other than any Disqualified Equity Interest); and (v)
the making and consummation of (A) an Offer in accordance with the provisions
of this Indenture with any Excess Proceeds or (B) a Change of Control Offer
with respect to the Securities in accordance

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with the provisions of this Indenture; provided however, that in the case of
clause (ii), no Default or Event of Default shall have occurred and be
continuing at the time of such Restricted Payment or as a result thereof. In
determining the aggregate amount of Restricted Payments made on or after the
date of this Indenture, Restricted Payments made pursuant to clause (ii) shall
be included in such calculation.

SECTION 4.07 Corporate Existence.

Subject to Article Five, the Issuer shall do or shall cause to be done
all things necessary to preserve and keep in full force and effect its
corporate or partnership existence, as the case may be, and the corporate,
partnership or other existence of each of the Restricted Subsidiaries in
accordance with the respective organizational documents of each such Restricted
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Issuer and the Restricted Subsidiaries.

SECTION 4.08 Payment of Taxes and Other Claims.

The Issuer shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all material taxes, assessments
and governmental charges levied or imposed upon the Issuer or any of its
Restricted Subsidiaries or upon the income, profits or property of the Issuer
or any of its Restricted Subsidiaries and (2) all lawful claims for labor,
materials and supplies which, in each case, if unpaid, might by law become a
material liability, or Lien (other than a Permitted Lien) upon the property, of
the Issuer or any of its Restricted Subsidiaries; provided, however, that the
Issuer shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves or other provision has been
made.

SECTION 4.09 Notice of Defaults.

(a) In the event that any Indebtedness of the Issuer or any of its
Restricted Subsidiaries is declared due and payable before its maturity because
of the occurrence of any default (or any event which, with notice or lapse of
time, or both, would constitute such a default) under such Indebtedness, the
Issuer shall promptly give written notice to the Trustee of such declaration,
the status of such default or event and what action the Issuer is taking or
proposes to take with respect thereto.

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(b) Within five business days of the occurrence of any Default, the
Issuer shall promptly deliver an Officer's Certificate to the Trustee
specifying the Default or Event of Default.

SECTION 4.10 Maintenance of Properties.

The Issuer shall cause all material properties owned by or leased to
it or any of its Restricted Subsidiaries and used or useful in the conduct of
its business or the business of any of its Restricted Subsidiaries to be
maintained and kept in normal condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Issuer may be necessary, so that the business carried on in
connection therewith may be properly and advantageously conducted at all times.

SECTION 4.11 Compliance Certificate.

The Issuer shall deliver to the Trustee on or before a date not more
than 60 days after the end of each fiscal quarter and not more than 120 days
after the close of each fiscal year a certificate signed by the principal
executive officer, principal financial officer or principal accounting officer
of the Issuer stating that a review of the activities of the Issuer has been
made under the supervision of the signing officers with a view to determining
whether a Default or Event of Default has occurred and whether or not the
signers know of any Default or Event of Default that occurred during such
fiscal year. If they do know of such a Default or Event of Default, the
certificate shall describe all such Defaults or Events of Default, their status
and the action the Issuer is taking or proposes to take with respect thereto.

SECTION 4.12 Provision of Financial Information.

Whether or not the Issuer is subject to Sections 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, the Issuer shall file with
the SEC so long as the Securities are outstanding the annual reports, quarterly
reports and other periodic reports which the Issuer would have been required to
file with the SEC pursuant to such Sections 13(a) or 15(d) or any successor
provision thereto if the Issuer was so subject on or prior to the respective
dates (the "Required Filing Dates") by which the Issuer would have been
required so to file such documents if the Issuer was so subject. The Issuer
shall also in any event (a) within 15 days of each Required Filing Date
(whether or not permitted or required to file with the SEC) (i) transmit or
cause to be transmitted by mail to all holders of Securities, as their names
and addresses appear in the register maintained by the Registrar, without cost
to such holders, and (ii) file with the Trustee, copies of the annual reports,
quarterly reports and other documents

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which the Issuer is required to file with the SEC pursuant to the preceding
sentence or, if such filing is not so permitted, information and data of a
similar nature, and (b) if, notwithstanding the preceding sentence, filing such
documents by the Issuer with the SEC is not permitted by SEC practice or
applicable law or regulations, promptly upon written request supply copies of
such documents to any Holder. The Issuer shall not be obligated to file any
such reports with the SEC if the SEC does not permit such filings for all
companies similarly situated other than due to any action or inaction by the
Issuer. The Issuer will also comply with ss.314(a) of the TIA. In addition, for
so long as any of the Securities remain outstanding and prior to the later of
the consummation of the Exchange Offer and the effectiveness of the Shelf
Registration Statement, if required, the Issuer and each Subsidiary Guarantor
shall furnish to holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act of 1933, as amended.

SECTION 4.13 Waiver of Stay, Extension or Usury Laws.

The Issuer and each of the Subsidiary Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit
or forgive the Issuer or such Subsidiary Guarantor from paying all or any
portion of the principal of and/or interest on the Securities as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) the Issuer and each of the Subsidiary Guarantors
hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 4.14 Change of Control.

Upon the occurrence of a Change of Control, each holder of Securities
shall have the right to require the Issuer to repurchase all or any part of
such holder's Securities pursuant to an offer described below (the "Change of
Control Offer") at a purchase price equal to 101% of the principal amount
thereof plus any accrued and unpaid interest, if any, thereon to the date of
repurchase (the "Change of Control Payment").

Within 30 days of the occurrence of a Change of Control, the Issuer
shall send by first-class mail, postage prepaid, to the Trustee and to each
holder of the Securities, at the address appearing in the register of
Securities maintained by the Registrar, a notice stating: (i) that the Change
of Control Offer is being made pursuant to this covenant and that all
Securities tendered

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will be accepted for payment; (2) the purchase price and the purchase date,
which shall be a business day no earlier than 30 days nor later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"); (3)
that any Security not tendered will continue to accrue interest; (4) that,
unless the Issuer defaults in the payment of the Change of Control Payment, any
Securities accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Payment Date; (5) that
holders accepting the offer to have their Securities purchased pursuant to a
Change of Control Offer will be required to surrender the Securities to the
Paying Agent at the address specified in the notice prior to the close of
business on the business day preceding the Change of Control Payment Date; (6)
that holders will be entitled to withdraw their acceptance if the Paying Agent
receives, not later than the close of business on the third Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the holder, the principal
amount of the Securities delivered for purchase, and a statement that such
holder is withdrawing its election to have such Securities purchased; (7) that
holders whose Securities are being purchased only in part will be issued new
Securities equal in principal amount to the unpurchased portion of the
Securities surrendered, provided that each Security purchased and each such new
Security issued shall be in an original principal amount in denominations of
$1,000 and integral multiples thereof; (8) any other procedures that a holder
must follow to accept a Change of Control Offer or effect withdrawal of such
acceptance; and (9) the name and address of the Paying Agent.

On the Change of Control Payment Date, the Issuer shall, to the extent
lawful (i) accept for payment Securities or portions thereof tendered pursuant
to the Change of Control Offer, (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Securities or portions thereof so
tendered and (iii) deliver or cause to be delivered to the Trustee Securities
so accepted together with an Officer's Certificate stating the Securities or
portions thereof tendered to the Issuer. The Paying Agent shall promptly mail
to each holder of Securities so accepted payment in an amount equal to the
purchase price for such Securities, and the Issuer shall execute and issue, and
the Trustee shall promptly authenticate and mail to such holder, a new Security
equal in principal amount to any unpurchased portion of the Securities
surrendered; provided that each such new Security shall be issued in an
original principal amount in denominations of $1,000 and integral multiples
thereof. The Issuer will send to the Trustee and the holders of Securities on
or as soon as practicable after the Change of Control Payment Date a notice
setting forth the results of the Change of Control Offer.

The Issuer will not be required to make a Change of Control Offer if a
third party makes the Change of Control Offer in the manner, at the time and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the

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Issuer and purchases all Securities or portions thereof validly tendered and
not withdrawn under such Change of Control Offer.

The Issuer will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
covenant.

SECTION 4.15 Limitation on Senior Subordinated Indebtedness.

(a) The Issuer shall not, directly or indirectly, Incur any
Indebtedness that by its terms would expressly rank senior in right of payment
to the Securities and expressly rank subordinate in right of payment to any
Senior Indebtedness.

(b) The Issuer shall not permit any Subsidiary Guarantor to and no
Subsidiary Guarantor will, directly or indirectly, Incur any Indebtedness that
by its terms would expressly rank senior in right of payment to the Subsidiary
Guarantee of such Subsidiary Guarantor and expressly rank subordinate in right
of payment to any Senior Guarantor Indebtedness of such Subsidiary Guarantor.

SECTION 4.16 Limitations on Dividends and Other Payment
Restrictions Affecting Restricted Subsidiaries.

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to (a) pay dividends in cash or otherwise
or make any other distributions to the Issuer or any Restricted Subsidiary on
its Equity Interests; (b) pay any Indebtedness owed to the Issuer or any
Restricted Subsidiary; (c) make loans or advances or guarantee any such loans
or advances, to the Issuer or any Restricted Subsidiary; (d) transfer any of
its properties or assets to the Issuer or any Restricted Subsidiary; (e) grant
Liens on the assets of the Issuer or any Restricted Subsidiary in favor of the
holders of the Securities; or (f) guarantee the Securities or any renewals or
refinancings thereof (any of the actions described in clauses (a) through (f)
above is referred to herein as a "Specified Action"), except for (i) such
encumbrances or restrictions arising by reason of Acquired Indebtedness of any
Restricted Subsidiary existing at the time such Person became a Restricted
Subsidiary, provided that such encumbrances or restrictions were not created in
anticipation of such Person becoming a Restricted Subsidiary and are not
applicable to the Issuer or any other Restricted Subsidiary, (ii) such
encumbrances or restrictions arising under refinancing Indebtedness permitted
by clause (f) of the second paragraph under Section 4.04; provided that the
terms and conditions of any such restrictions

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are not less favorable to the holders of Securities than those under the
Indebtedness being refinanced, (iii) customary provisions restricting the
assignment of any contract of the Issuer or any Restricted Subsidiary, (iv)
with respect to clause (d) above, restrictions in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent the
restriction restricts the transfer of property subject to such security
agreement or mortgage; (v) restrictions pursuant to the New Senior Credit
Agreement; and (vi) restrictions pursuant to the Discount Notes and the related
indenture.

SECTION 4.17 Designation of Unrestricted Subsidiaries.

The Issuer may designate after the Issuance Date any Subsidiary of the
Issuer (other than a Subsidiary Guarantor) as an "Unrestricted Subsidiary"
under this Indenture (a "Designation") only if:

(a) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;

(b) the Issuer would be permitted to make an Investment (other than a
Permitted Investment) at the time of Designation (assuming the effectiveness of
such Designation) pursuant to the first paragraph of Section 4.06 in an amount
(the "Designation Amount") equal to the greater of (1) the net book value of
the Issuer's interest in such Subsidiary calculated in accordance with GAAP or
(2) the Fair Market Value of the Issuer's interest in such Subsidiary as
determined in good faith by the Issuer's Board of Directors;

(c) the Issuer would be permitted under this Indenture to Incur $1.00
of additional Indebtedness (other than Permitted Indebtedness) under the Debt
to Operating Cash Flow Ratio of the first paragraph of Section 4.04 at the time
of such Designation (assuming the effectiveness of such Designation);

(d) such Unrestricted Subsidiary does not own any Equity Interest in
any Restricted Subsidiary of the Issuer which is not simultaneously being
designated an Unrestricted Subsidiary;

(e) such Unrestricted Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness, provided that an Unrestricted Subsidiary may provide a Subsidiary
Guarantee for the Securities; and

(f) such Unrestricted Subsidiary is not a party to any agreement,
contract, arrangement or understanding at such time with the Issuer or any
Restricted Subsidiary unless

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the terms of any such agreement, contract, arrangement or understanding are no
less favorable to the Issuer or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of the Issuer
or, in the event such condition is not satisfied, the value of such agreement,
contract, arrangement or understanding to such Unrestricted Subsidiary shall be
deemed a Restricted Payment.

In the event of any such Designation, the Issuer shall be deemed to
have made an Investment constituting a Restricted Payment pursuant Section 4.06
for all purposes of this Indenture in the Designation Amount.

The Issuer shall not and shall not cause or permit any Restricted
Subsidiary to at any time (x) provide credit support for, or subject any of its
property or assets (other than the Equity Interest of any Unrestricted
Subsidiary) to the satisfaction of, any Indebtedness of any Unrestricted
Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness) (other than permitted Investments in Unrestricted Subsidiaries)
or (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary. For purposes of the foregoing, the Designation of a
Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to be
the designation of all of the Subsidiaries of such Subsidiary as Unrestricted
Subsidiaries.

The Issuer may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

(a) no Default shall have occurred and be continuing at the time of and
after giving effect to such Revocation;

(b) all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at such
time, have been permitted to be incurred for all purposes of this Indenture;
and

(c) unless such redesignated Subsidiary shall not have any
Indebtedness outstanding (other than Indebtedness that would be Permitted
Indebtedness), immediately after giving effect to such proposed Revocation, and
after giving pro forma effect to the incurrence of any such Indebtedness of
such redesignated Subsidiary as if such Indebtedness was incurred on the date
of the Revocation, the Issuer could incur $1.00 of additional Indebtedness
(other than Permitted Indebtedness) pursuant to Section 4.04.

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All Designations and Revocations must be evidenced by a resolution of
the Board of Directors of the Issuer delivered to the Trustee certifying
compliance with the foregoing provisions.

SECTION 4.18 Limitation on Liens.

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, to incur any Indebtedness secured by a Lien against
or on any of its property or assets now owned or hereafter acquired by the
Issuer or any Restricted Subsidiary unless contemporaneously therewith
effective provision is made to secure the Securities equally and ratably with
such secured Indebtedness. This restriction does not, however, apply to
Indebtedness secured by (i) Liens securing the Indebtedness under the New
Senior Credit Agreement; (ii) Liens, if any, in effect on the date of this
Indenture; (iii) Liens in favor of governmental bodies to secure progress or
advance payments; (iv) Liens on Equity Interests or Indebtedness existing at
the time of the acquisition thereof (including acquisition through merger or
consolidation), provided that such Liens were not incurred in anticipation of
such acquisition; (v) Liens securing the Securities; (vi) Liens securing
Indebtedness of the Issuer in an amount not to exceed $5.0 million at any time
outstanding; (vii) Other Permitted Liens; and (viii) any extension, renewal or
replacement of any Lien referred to in the foregoing clauses (i) through (vii),
inclusive but only to the extent such liens do not extend to any other property
or assets (other than improvements).

SECTION 4.19 Limitation on Guarantees of Certain Indebtedness.

The Issuer shall not (a) permit any Restricted Subsidiary to guarantee
any Indebtedness of the Issuer other than the Securities (the "Other
Indebtedness"), or (b) pledge any intercompany Indebtedness representing
obligations of any of its Restricted Subsidiaries to secure the payment of
Other Indebtedness, in each case unless such Restricted Subsidiary, the Issuer
and the Trustee execute and deliver a supplemental indenture causing such
Restricted Subsidiary to guarantee the Issuer's obligations under this
Indenture and the Securities to the same extent that such Restricted Subsidiary
guaranteed the Issuer's obligations under the Other Indebtedness (including
waiver of subrogation, if any except that (A) such guarantee need not be
secured unless required pursuant to Section 4.18 and (B) if such Indebtedness
is by its terms expressly subordinated to the Securities, any such assumption,
guarantee or other liability of such Restricted Subsidiary with respect to such
Indebtedness shall be subordinated to such Restricted Subsidiary's guarantee of
the Securities at least to the same extent as such Indebtedness is subordinated
to the Securities). Thereafter, such Restricted Subsidiary shall be a
Subsidiary Guarantor for all purposes of this Indenture.

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Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Subsidiary of the Securities shall provide by its terms that it (and
all Liens securing the same) shall be automatically and unconditionally
released and discharged upon any sale, exchange or transfer, to any Person not
an Affiliate of the Issuer, of all of the Issuer's Equity Interest in, or all
of or substantially all the assets of, such Restricted Subsidiary which
transaction is permitted by the terms of this Indenture and such Restricted
Subsidiary is released from all guarantees, if any, by it of other Indebtedness
of the Issuer or any Restricted Subsidiaries and (with respect to any
Subsidiary Guarantees created after the date of this Indenture) the release by
the holders of the Indebtedness of the Issuer described in clause (a) above of
their security interest or their guarantee by such Restricted Subsidiary
(including any deemed release upon payment in full of all obligations under
such Indebtedness), at such time as (A) no other Indebtedness of the Issuer has
been secured or guaranteed by such Restricted Subsidiary, as the case may be,
or (B) the holders of all such other Indebtedness which is secured or
guaranteed by such Restricted Subsidiary also release their security interest
in or guarantee by such Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness).

SECTION 4.20 Limitation on Sale or Issuance of Capital Stock of
Restricted Subsidiaries.

The Issuer (a) shall not, and shall not permit any Restricted
Subsidiary of the Issuer to, directly or indirectly, transfer, convey, sell,
lease or otherwise dispose of any Equity Interest of any Restricted Subsidiary
to any Person (other than to the Issuer or a Wholly Owned Restricted
Subsidiary), unless (i) such transfer, conveyance, sale, lease or other
disposition is of all the Equity Interest of such Restricted Subsidiary and
(ii) the Net Cash Proceeds from such transfer conveyance, sale, lease or other
disposition are applied in accordance with Section 4.05 and (b) will not permit
any Restricted Subsidiary to issue any of its Equity Interest (other than, if
required under applicable law, shares of its Equity Interest constituting
directors' qualifying shares) to any Person other than to the Issuer or Wholly
Owned Restricted Subsidiary.

SECTION 4.21 Limitation on Sale/Leaseback Transactions.

The Issuer shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction with respect to any property
unless (i) the Issuer or such Restricted Subsidiary would be entitled to (A)
incur Indebtedness in an amount equal to the Attributable Indebtedness with
respect to such Sale/Leaseback Transaction pursuant to Section 4.04 and (B)
create a Lien on such property securing such Attributable Indebtedness without
equally and ratably securing the Securities pursuant to the covenant described
under Section 4.18; (ii) the

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net cash proceeds received by the Issuer or any Restricted Subsidiary in
connection with such Sale/Leaseback Transaction are at least equal to the fair
value (as determined in good faith by the Board of Directors of the Issuer and
certified in an Officer's Certificate to the Trustee) of such property and
(iii) the transfer of such property is permitted by, and the Issuer or such
Restricted Subsidiary applies the proceeds of such transaction in compliance
with Section 4.05.

ARTICLE FIVE

MERGERS; SUCCESSOR CORPORATION

SECTION 5.01 Merger, Sale of Assets, etc.

The Issuer shall not, in a single transaction or through a series of
related transactions, consolidate or merge with or into, or sell, assign,
convey, lease, transfer or otherwise dispose of all or substantially all of its
assets to, another Person or a group of Persons, or permit any Restricted
Subsidiary to do so if such transaction would result in the transfer of all or
substantially all of the assets of the Issuer on a consolidated basis unless
(i) either (A) the Issuer shall be the continuing Person, or (B) the Person
formed by or surviving any such consolidation or merger (if other than the
Issuer), or to which any such transfer shall have been made, is a corporation,
limited liability company or limited partnership organized and existing under
the laws of the United States, any State thereof or the District of Columbia;
(ii) the surviving Person (if other than the Issuer) expressly assumes by
supplemental indenture all the obligations of the Issuer under the Securities
and this Indenture; (iii) immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing; (iv)
immediately after giving effect to such transaction, the surviving Person would
be able to incur $1.00 of additional Indebtedness under the Debt to Operating
Cash Flow Ratio of Section 4.04; and (v) the Issuer shall have delivered to the
Trustee prior to the proposed transaction an Officer's Certificate and an
Opinion of Counsel, each stating that the proposed consolidation, merger or
transfer and such supplemental indenture will comply with this Indenture.

In addition, each Subsidiary Guarantor shall not, and the Issuer shall
not permit a Subsidiary Guarantor to, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any
other Person (other than the Issuer or any Subsidiary Guarantor) or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially
all of its properties and assets to any Person or group of Persons (other than
the Issuer or any Subsidiary Guarantor), unless clauses (i)-(v) above are
satisfied with respect to such Subsidiary Guarantor (rather than the Issuer).

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SECTION 5.02 Successor Corporation Substituted.

In the event of any transaction (other than a lease) described in and
complying with the conditions listed in Section 5.01 in which the Issuer or any
Subsidiary Guarantor, as the case may be, is not the Surviving Person and the
Surviving Person is to assume all the Obligations of such Issuer or any such
Subsidiary Guarantor, as the case may be, under the Securities, the
Registration Rights Agreement and this Indenture pursuant to a supplemental
indenture, such Surviving Person shall succeed to, and be substituted for, and
may exercise every right and power of, such Issuer or such Subsidiary
Guarantor, as the case may be, and such Issuer or such Subsidiary Guarantor, as
the case may be, shall be discharged from its Obligations under this Indenture,
the Securities or its Subsidiary Guarantee, as the case may be.

ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01 Events of Default.

Each of the following shall be an "Event of Default":

(a) failure to pay interest on any Security when the same becomes due
and payable and such Default continues for a period of 30 days, whether or not
such payment is prohibited by Article Eight hereof;

(b) failure to pay the principal (or premium, if any, on) of any
Securities when the same becomes due and payable at maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise, whether or
not such payment is prohibited by Article Eight hereof;

(d) failure to perform or comply with any of the provisions of
Sections 4.03, 4.04, 4.06, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 or 4.20 for
30 days after notice;

(e) failure to observe or perform any other covenant, warranty or
agreement contained in the Securities or this Indenture, and the Default
continues for the period and after the notice specified in the last paragraph
of this Section 6.01;

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(f) a default or defaults under the terms of one or more instruments
evidencing or securing Indebtedness of the Issuer or any Restricted Subsidiary
having an outstanding principal amount of $5.0 million or more individually or
in the aggregate that has resulted in the acceleration of the payment of such
Indebtedness or the failure to pay principal when due at the stated maturity of
any such Indebtedness;

(g) any Subsidiary Guarantee ceases to be in full force and effect or
is declared null and void and unenforceable or found to be invalid or any
Subsidiary Guarantor denies its liability under its Subsidiary Guarantee (other
than by reason of a release of such Subsidiary Guarantor from its Subsidiary
Guarantee in accordance with the terms of this Indenture and such Subsidiary
Guarantee).

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.

(h) either of the Issuer or any Restricted Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

(1) commences a voluntary case or proceeding,

(2) consents to the entry of an order for relief against it in
an involuntary case or proceeding,

(3) consents to the appointment of a Custodian of it or for
all or substantially all of its property, or

(4) makes a general assignment for the benefit of its
creditors;

(i) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

(1) is for relief against the Issuer or any Restricted
Subsidiary in an involuntary case or proceeding,

(2) appoints a Custodian of the Issuer or any Restricted
Subsidiary or for all or substantially all of its
property, or

(3) orders the liquidation of the Issuer or any Restricted
Subsidiary,

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and in each case the order or decree remains unstayed and in effect for 60
consecutive days; provided, however, that if the entry of such order or decree
is appealed and dismissed on appeal then the Event of Default hereunder by
reason of the entry of such order or decree shall be deemed to have been cured;
or

(j) there shall have been any judgment or judgments against the Issuer
or any Restricted Subsidiary in an amount of $5.0 million or more (net of any
amounts covered by reputable and creditworthy insurance companies) and either
(A) an enforcement proceeding has been commenced by any creditor upon such
judgement or decree or (B) such judgement or decree remains outstanding for a
period of 60 days following such judgement and is not discharged waived or
stayed within 10 days of after notice.

A Default under clause (e) is not an Event of Default until the
Trustee notifies the Issuer, or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities notify the Issuer and the
Trustee, of the Default in writing and the Issuer does not cure the Default
within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." Such notice shall be given by the Trustee if so requested by the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding. When a Default is cured, it ceases.

SECTION 6.02 Acceleration.

If an Event of Default with respect to the Securities (other than an
Event of Default specified in clause (h) or (i) of Section 6.01 with respect to
the Issuer) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the outstanding Securities by notice in
writing to the Issuer (and to the Trustee if given by the Holders) may declare
the unpaid principal of and accrued and unpaid interest to the date of
acceleration on all the outstanding Securities to be due and payable
immediately and, upon any such declaration, such principal amount and accrued
and unpaid interest shall become immediately due and payable.

If an Event of Default specified in clause (h) or (i) of Section 6.01
with respect to the Issuer occurs all unpaid principal of and accrued and
unpaid interest on the outstanding Securities shall ipso facto become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder thereof.

After a declaration of acceleration, but before a judgment or decree
for payment of the money due in respect of the Securities has been obtained by
the Trustee, the Holders of not

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less than a majority in aggregate principal amount of the Securities then
outstanding by written notice to the Issuer and the Trustee may rescind and
annul such declaration and its consequences if (a) the Issuer has paid or
deposited with the Trustee a sum sufficient to pay (i) all sums paid or
advanced by the Trustee under this Indenture and the reasonable compensation,
expenses, disbursements and advances of the trustee, its agents and counsel,
(ii) all overdue interest on all Securities then outstanding, (iii) the
principal of and premium, if any, on any Securities then outstanding which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Securities and (iv) to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate borne by
the Securities; (b) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and (c) all Events of Default,
other than the non-declaration of acceleration, have been cured or waived as
provided in this Indenture. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

SECTION 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
maturing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04 Waiver of Past Default.

Subject to Sections 2.09, 6.07 and 10.02, prior to the declaration of
acceleration of the Securities, the Holders of not less than a majority in
aggregate principal amount of the then outstanding Securities, on behalf of all
the Holders, by written notice to the Trustee may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of, premium on, if any, or interest on any Security as specified in
clauses (a) and (b) of Section 6.01 or a Default in respect of any term or
provision of this Indenture that may not be amended or modified without the
consent of each Holder affected as provided in Section 10.02. The Issuer shall
deliver to the Trustee an Officer's Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of
such consents. In

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case of any such waiver, the Issuer, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the
Securities, respectively. This paragraph of this Section 6.04 shall be in lieu
of ss.316(a)(1)(B) of the TIA and such ss.316(a)(1)(B) of the TIA is hereby
expressly excluded from this Indenture and the Securities, as permitted by the
TIA.

Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture and the Securities, but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any right
consequent thereon.

SECTION 6.05 Control by Majority.

Subject to Section 2.09, the Holders of a majority in principal amount
of the then outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of another Securityholder,
or that may involve the Trustee in personal liability; provided, however, that
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against any loss
or expense caused by taking such action or following such direction. This
Section 6.05 shall be in lieu of ss.316(a)(1)(A) of the TIA, and such
ss.316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and
the Securities, as permitted by the TIA.

SECTION 6.06 Limitation on Suits.

Subject to Section 6.07, a Securityholder may not pursue any remedy
with respect to this Indenture or the Securities unless:

(a) the Holder gives to the Trustee written notice of a continuing
Event of Default;

(b) the Holders of at least 25% in aggregate principal amount of the
then outstanding Securities make a written request to the Trustee to pursue a
remedy;

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(c) such Holder or Holders offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;

(d) the Trustee does not comply with the request within 15 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

(e) during such 15-day period the Holders of a majority in principal
amount of the then outstanding Securities (excluding Affiliates of the Issuer)
do not give the Trustee a direction which, in the opinion of the Trustee, is
inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over such other
Securityholder.

SECTION 6.07 Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of principal of, premium on, if any, or interest
on the Security, on or after the respective due dates expressed in the Security
(subject to Articles Eight and Twelve), or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

If an Event of Default in payment of interest or principal specified
in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Issuer
or any other obligor on the Securities for the whole amount of principal and
accrued interest remaining unpaid, together with interest overdue on principal
and to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the
reasonable costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Securityholders allowed in any judicial proceedings relative to the Issuer (or

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any other obligor upon the Securities), their creditors or its property and
shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each
Securityholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent
and counsel, and any other amounts due the Trustee under Section 7.07. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding.

SECTION 6.10 Priorities.

If the Trustee collects any money or property pursuant to this Article
Six, it shall pay out the money or property in the following order:

(a) First: to the Trustee for amounts due under Section 7.07;

(b) Second: to Holders for amounts due and unpaid on the
Securities for principal and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Securities for
principal and interest, respectively; and

The Trustee, upon prior written notice to the Issuer, may fix a record
date and payment date for any payment to Securityholders pursuant to this
Section 6.10.

SECTION 6.11 Undertaking for Costs.

All parties to this Indenture agree, and each holder of any Security
by his acceptance thereof shall be deemed to have agreed, that in any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court
in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.11 shall not
apply to a suit by the Trustee, a suit by a Holder or group

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of Holders of more than 10% in aggregate principal amount of the outstanding
Securities, or to any suit instituted by any Holder for the enforcement or the
payment of the principal or interest on any Securities on or after the
respective due dates expressed in the Security.

ARTICLE SEVEN

TRUSTEE

SECTION 7.01 Duties of Trustee.

(a) If a Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of a Default:

(1) The Trustee shall not be liable except for the
performance of such duties as are specifically set
forth herein and no implied covenants or obligations
shall be read into this Indenture against the
Trustee; and

(2) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the
statements and the correctness of the opinions
expressed therein, upon certificates or opinions
conforming to the requirements of this Indenture;
however, the Trustee shall examine the certificates
and opinions to determine whether or not they conform
to the requirements of this Indenture.

(c) The Trustee shall not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

(1) This paragraph does not limit the effect of paragraph
(b) of this Section 7.01;

(2) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in
accordance with a direction received by it pursuant
to Section 6.05.

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(d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it or it does not receive an indemnity reasonably satisfactory
to it against such risk, liability, loss, fee or expense which might be incurred
by it in compliance with such request or direction.

(e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.

(f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree with the Issuer. Money held in trust by
the Trustee need not be segregated from other funds except to the extent
required by law.

SECTION 7.02 Rights of Trustee.

Subject to Section 7.01:

(a) The Trustee may rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

(b) The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on an Officer's Certificate or Opinion of
Counsel.

(c) The Trustee may consult with counsel and the advice or opinion of
such counsel as to matters of law shall be full and complete authorization and
protection from liability in respect of any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.

(d) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution.

(e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Securityholders pursuant to this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable

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security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

(f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney.

(g) The Trustee may execute any of its trusts or powers or perform any
duties under this Indenture either directly or by or through agents or
attorneys, and may in all cases pay, subject to reimbursement as provided in
Section 7.07, such reasonable compensation as it deems proper to all such
agents and attorneys reasonably employed or retained by it, and the Trustee
shall not be responsible for any misconduct or negligence of any agent or
attorney appointed with due care by it.

(h) The Trustee is not required to take notice or deemed to have
notice of any default or Event of Default hereunder, except Events of Default
under Section 6.01(a) and 6.01(b), unless a Trust Officer of the Trustee has
actual knowledge thereof or has received notice in writing of such default or
Event of Default from the Issuer or from the holders of at least 25% in
aggregate principal amount of the Outstanding Securities, and in the absence of
any such notice, the Trustee may conclusively assume that no such default or
Event of Default exists.

(i) The Trustee is not required to give any bond or surety with
respect to the performance of its duties or the exercise of its powers under
this Indenture.

(j) In the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of holders of Securities, each
representing less than a majority in aggregate principal amount of such
securities outstanding, pursuant to the provisions of this Indenture, the
Trustee, in its sole discretion, may determine what action, if any, shall be
taken.

(k) The Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to the Trustee's officers, directors, agents,
attorneys and employees. Such immunities

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and protections and right to indemnification shall survive the Trustee's
resignation or removal, the discharge of this Indenture and final payment of the
Securities.

(l) The permissive right of the Trustee to take the actions permitted
by this Indenture shall not be construed as an obligation or duty to do so.

(m) Except for information provided by the Trustee concerning the
Trustee, the Trustee shall have no responsibility for any information in any
offering memorandum or other disclosure material distributed with respect to
the Securities, and the Trustee shall have no responsibility for compliance
with any state or federal securities laws in connection with the Securities.

SECTION 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Trustee. The
Trustee, in its commercial banking or in any other capacity, may also engage in
or be interested in any financial or other transaction with the Issuer and may
act as depository, trustee or agent for any committee of Securityholders
secured hereby or other obligations of the Issuer as freely as if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11. The provisions of this Section 7.03 shall
apply to Affiliates of the Trustee and any agent.

SECTION 7.04 Trustee's Disclaimer.

The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall
not be accountable for the Issuer's use of the proceeds from the Securities,
and it shall not be responsible for any statement of the Issuer in this
Indenture or any document issued in connection with the sale of Securities or
any statement in the Securities other than the Trustee's certificate of
authentication.

SECTION 7.05 Notice of Defaults.

If a Default or an Event of Default occurs and is continuing and the
Trustee knows of such Defaults or Events of Default, the Trustee shall mail to
each Securityholder notice of the Default or Event of Default within 30 days
after the occurrence thereof. Except in the case of a Default or an Event of
Default in payment of principal of or interest on any Security or a Default or
Event of Default in complying with Section 5.01, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that

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withholding the notice is in the interest of Securityholders. This Section 7.05
shall be in lieu of the proviso to ss.315(b) of the TIA and such proviso to
ss.315(b) of the TIA is hereby expressly excluded from this Indenture and the
Securities, as permitted by the TIA.

SECTION 7.06 Reports by Trustee to Holders.

If required by TIA ss.313(a), within 60 days after each June 15
beginning with the June 15 following the date of this Indenture, the Trustee
shall mail to each Securityholder a report dated as of such June 15 that
complies with TIA ss.313(a); provided, however, that, if no event under TIA
ss.313(a) has occurred in a 12 month period, no such report need be
transmitted.
The Trustee also shall comply with TIA ss.313(b), (c) and (d).

A copy of each such report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange, if any, on
which the Securities are listed.

The Issuer shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or of any delisting thereof.

SECTION 7.07 Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such
compensation as the Issuer and the Trustee shall from time to time agree in
writing for its services. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Issuer shall
reimburse the Trustee upon request for all reasonable disbursements, expenses
and advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including reasonable fees, disbursements and expenses of its
agents and counsel) incurred or made by it in addition to the compensation for
its services except any such disbursements, expenses and advances as may be
attributable to the Trustee's negligence or bad faith. Such expenses shall
include the reasonable compensation, disbursements and expenses of the
Trustee's agents, accountants, experts and counsel and any taxes or other
expenses incurred by a trust created pursuant to Section 9.01 hereof.

The Issuer shall indemnify the Trustee for, and hold it harmless
against any and all loss, damage, claims, liability or expense, including taxes
(other than franchise taxes imposed on the Trustee and taxes based upon,
measured by or determined by the income of the Trustee), arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent that such loss, damage, claim,
liability or expense is due to its

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own negligence or bad faith. The Trustee shall notify the Issuer promptly of any
claim asserted against the Trustee for which it may seek indemnity. However, the
failure by the Trustee to so notify the Issuer promptly shall not relieve the
Issuer of its obligations hereunder except to the extent that the Issuer is
materially prejudiced thereby. The Issuer shall defend the claim and the Trustee
shall cooperate in the defense (and may employ its own counsel) at the Issuer's
expense; provided, however, that the Issuer's reimbursement obligation with
respect to counsel employed by the Trustee will be limited to the reasonable
fees of such counsel. The Issuer need not pay for any settlement made without
its written consent, which consent shall not be unreasonably withheld. The
Issuer need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee as a result of the violation of this Indenture by the
Trustee.

To secure the Issuer's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Securities against all money or property
held or collected by the Trustee, in its capacity as Trustee, except (i) money
or property held in trust to pay principal of or interest on particular
Securities, and (ii) any money or property held in trust pursuant to Article
Eight or Article Twelve.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) occurs, the expenses (including the
reasonable fees and expenses of its agents and counsel) and the compensation
for the services shall be preferred over the status of the Holders in a
proceeding under any Bankruptcy Law and are intended to constitute expenses of
administration under any Bankruptcy Law. The Issuer's obligations under this
Section 7.07 and any claim arising hereunder shall survive the resignation or
removal of any Trustee, the discharge of the Issuer's obligations pursuant to
Article Eight and any rejection or termination under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

The Trustee may resign at any time by so notifying the Issuer in
writing. The Holders of a majority in principal amount of the then outstanding
Securities may remove the Trustee by so notifying the Trustee and the Issuer in
writing and may appoint a successor Trustee with the Issuer's consent. The
Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10;

(b) the Trustee is adjudged a bankrupt or an insolvent under any
Bankruptcy Law;

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(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed (the Trustee in such event being
referred to herein as the retiring Trustee), the Issuer shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuer.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to Section 7.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
Section 7.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties
of the Trustee under this Indenture. A successor Trustee shall mail notice of
its succession to each Securityholder.

If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 10% in aggregate principal amount of the then outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Seven shall become effective until
the acceptance of appointment by the successor Trustee under Section 7.08.

Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuer's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

SECTION 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking corporation, the resulting, surviving or transferee
corporation or banking corporation without any further

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act shall be the successor Trustee, provided such corporation shall be otherwise
qualified and eligible under this Article Seven.

SECTION 7.10 Eligibility; Disqualification.

This Indenture shall always have a Trustee which shall be eligible to
act as Trustee under TIA ss.ss.310(a)(1) and 310(a)(2). The Trustee shall have
a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition. If the Trustee has or shall
acquire any "conflicting interest" within the meaning of TIA ss.310(b), the
Trustee and the Issuer shall comply with the provisions of TIA ss.310(b). If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect hereinbefore specified in this Article Seven.

SECTION 7.11 Preferential Collection of Claims Against Issuer.

The Trustee shall comply with TIA ss.311(a), excluding any creditor
relationship listed in TIA ss.311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss.311(a) to the extent indicated therein.

ARTICLE EIGHT

SUBORDINATION OF SECURITIES

SECTION 8.01 Securities Subordinated to Senior Indebtedness.

The Issuer covenants and agrees, and the Trustee and each Holder of
the Securities by his acceptance thereof likewise covenant and agree, that all
Securities shall be issued subject to the provisions of this Article; and each
person holding any Security, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that all payments of the
principal of and interest on the Securities by the Issuer (including without
limitation under Article Three, Section 4.01 and Article Five) shall, to the
extent and in the manner set forth in this Article, be subordinated and junior
in right of payment to the prior payment in full in cash of all amounts payable
under existing and future Senior Indebtedness.

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SECTION 8.02 No Payment on Securities in Certain Circumstances.

(a) Upon the occurrence and during the continuance of any default in
the payment of principal of, premium, if any, or interest on any Senior
Indebtedness, beyond any applicable grace period with respect thereto (a
"Payment Default"), no payment or distribution of any assets of the Issuer of
any kind or character may be made on account of the Securities unless and until
such Payment Default has been cured, waived or has ceased to exist or such
Senior Indebtedness shall have been discharged or paid in full in cash or the
benefits of this sentence shall have been waived in writing by or on behalf of
the holders of such Senior Indebtedness.

(b) Upon the occurrence and during the continuance of any default
(other than a Payment Default) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated (a
"Non-Payment Default") and after the receipt by the Trustee and the Issuer from
a Senior Representative of written notice of such Non-Payment Default, no
payment (other than payments previously made pursuant to the provisions in
Article Nine) or distribution of any assets of the Issuer of any kind or
character (other than common stock or securities convertible into common stock
and other than Indebtedness which is subordinated to the Designated Senior
Indebtedness at least to the same extent the Securities are subordinated to
such Designated Senior Indebtedness) may be made by the Issuer on account of
the principal of, premium, if any, or interest on, the Securities or on account
of the purchase, redemption, defeasance or other acquisition of, or in respect
of, the Securities for the period specified below (the "Payment Blockage
Period").

The Payment Blockage Period shall commence upon the receipt of notice
of the NonPayment Default by the Trustee and the Issuer from a Senior
Representative and shall end on the earliest of (i) the 179th day after such
commencement, (ii) the date on which such NonPayment Default (and all other
Non-Payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) is cured, waived or ceases to exist or on which such
Designated Senior Indebtedness is discharged or paid in full in cash or (iii)
the date on which such Payment Blockage Period (and all Non-Payment Defaults as
to which notice is given after such Payment Blockage Period is initiated) shall
have been terminated by written notice to the Issuer or the Trustee from the
Senior Representative initiating such Payment Blockage Period, after which, in
the case of clauses (i), (ii) and (iii), the Issuer will promptly resume making
any and all required payments in respect of the Securities, including any
missed payments. In no event will a Payment Blockage Period extend beyond 179
days from the date of the receipt by the Issuer or the Trustee of the notice
initiating such Payment Blockage Period (such 179-day period referred to as the
"Initial Period"). Any number of notices of Non-Payment Defaults may be given
during the Initial Period; provided that during any period of 365 consecutive

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days only one Payment Blockage Period, during which payment of principal of, or
interest on, the Securities may not be made, may commence and the duration of
such period may not exceed 179 days. No Non-Payment Default with respect to
Designated Senior Indebtedness that existed or was continuing on the date of the
commencement of any Payment Blockage Period will be, or can be, made the basis
for the commencement of a second Payment Blockage Period, whether or not within
a period of 365 consecutive days, unless such default has been cured or waived
for a period of not less than 90 consecutive days.

(c) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by Section 8.02(a) or 8.02(b), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Designated
Senior Indebtedness or their respective agents or representatives, or to the
trustee or trustees under any indenture pursuant to which any of such
Designated Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that, within a reasonable period
following written notice from the Trustee to the holders of such Designated
Senior Indebtedness (and their agent, representative or representatives or a
trustee, if any) that such prohibited payment has been made, the holders of the
Designated Senior Indebtedness (or their representative or representatives, or
a trustee) notify the Trustee in writing of the amounts then due and owing on
the Designated Senior Indebtedness, if any, and only the amounts specified in
such notice to the Trustee shall be paid to the holders of such Designated
Senior Indebtedness.

SECTION 8.03 Payment Over of Proceeds upon Dissolution, etc.

(a) Upon any payment or distribution of assets or securities of the
Issuer of any kind or character, whether in cash, property or securities
(including any payment made to Securityholders under the terms of Indebtedness
subordinated to the Securities), upon any dissolution or winding-up or total or
partial liquidation or reorganization of the Issuer, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all Senior Indebtedness shall first be paid in full in cash before the Holders
of the Securities or the Trustee on behalf of such Holders shall be entitled to
receive any payment by or on behalf of the Issuer of the principal of or
interest on or other amounts with respect to the Securities, or any payment to
acquire any of the Securities for cash, property or securities, or any
distribution with respect to the Securities of any cash, property or
securities. Before any payment may be made by, or on behalf of, the Issuer of
the principal of or interest on or other amounts with respect to the Securities
upon any such dissolution or winding-up or liquidation or reorganization, any
payment or distribution of assets or securities of the Issuer of any kind or
character, whether in cash, property or securities (including any payment made
to Securityholders under the terms of Indebtedness subordinated to the
Securities), to which the

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Holders of the Securities or the Trustee on their behalf would be entitled, but
for the subordination provisions of this Indenture, shall be made by the Issuer
or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, directly to the holders of the
Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders) or their agents or
representatives or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all such Senior
Indebtedness in full in cash after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior
Indebtedness.

(b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Issuer of any kind or character, whether in cash, property
or securities, shall be received by the Trustee or any Holder of Securities at
a time when such payment or distribution is prohibited by Section 8.03(a) and
before all Obligations in respect of Senior Indebtedness are paid in full in
cash, such payment or distribution shall be received and held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts
of Senior Indebtedness held by such holders) or their respective agents,
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full in
cash after giving effect to any concurrent payment or distribution to or for
the holders of such Senior Indebtedness.

The consolidation of the Issuer with, or the merger of the Issuer with
or into, another corporation or the liquidation or dissolution of the Issuer
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Five shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section if
such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Five.

SECTION 8.04 Subrogation.

Upon the payment in full in cash of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Issuer made on such Senior Indebtedness until the principal
of and interest on the Securities shall be paid in full; and, for

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the purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of any cash, property or securities to which the Holders
of the Securities or the Trustee on their behalf would be entitled except for
the provisions of this Article, and no payment over pursuant to the provisions
of this Article to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee on their behalf shall, as between the Issuer, its
creditors other than holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment by the Issuer to or on account of the
Senior Indebtedness. It is understood that the provisions of this Article are,
and are intended, solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

If any payment or distribution to which the Holders of the Securities
would otherwise have been entitled but for the provisions of this Article shall
have been applied, pursuant to the provisions of this Article, to the payment
of all amounts payable under Senior Indebtedness, then and in such case, the
Holders of the Securities shall be entitled to receive from the holders of such
Senior Indebtedness any payments or distributions received by such holders of
Senior Indebtedness in excess of the amount required to make payment in full in
cash of such Senior Indebtedness.

SECTION 8.05 Obligations of Issuer Unconditional.

Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as among the Issuer and the
Holders of the Securities, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Issuer other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Holder of any Security or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of the Senior Indebtedness in respect of cash, property or securities
of the Issuer received upon the exercise of any such remedy.

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Trustee are entitled to receive any direct or indirect payment from the Issuer
of principal of or interest or any other amounts on the Securities.

SECTION 8.06 Notice to Trustee.

The Issuer shall give prompt written notice to the Trustee of any fact
known to the Issuer which would prohibit the making of any payment to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article.
The Trustee shall not be charged with knowledge of the existence of any default
or event of default with respect to any Senior Indebtedness or of any other
facts which would prohibit the making of any payment to or by the Trustee unless
and until the Trustee shall have received notice in writing at its Corporate
Trust Office to that effect signed by an Officer of the Issuer, or by a holder
of Senior Indebtedness or trustee or agent therefor; and prior to the receipt of
any such written notice, the Trustee shall, subject to Article Seven, be
entitled to assume that no such facts exist; provided that if the Trustee shall
not have received the notice provided for in this Section at least one Business
Day prior to the date upon which by the terms of this Indenture any moneys shall
become payable for any purpose (including, without limitation, the payment of
the principal of or interest on any Security), then, regardless of anything
herein to the contrary, the Trustee shall have full power and authority to
receive any moneys from the Issuer and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such prior date. Nothing
contained in this Section 8.06 shall limit the right of the holders of Senior
Indebtedness to recover payments as contemplated by Section 8.03. The Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself or itself to be a holder of any Senior Indebtedness (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Indebtedness or a trustee
or representative on behalf of any such holder.

In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

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SECTION 8.07 Reliance on Judicial Order or Certificate of
Liquidating Agent.

Upon any payment or distribution of assets or securities referred to in
this Article, the Trustee and the Holders of the Securities shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in
which bankruptcy, dissolution, winding-up, liquidation or reorganization
proceedings are pending, or upon a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to the Holders of the Securities for
the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 8.08 Trustee's Relation to Senior Indebtedness.

The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it in its individual or any other capacity to the same
extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee or any Paying Agent of any of its rights as
such holder.

With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness (except as provided in
Sections 8.02(c) and 8.03(b)).

SECTION 8.09 Subordination Rights Not Impaired by Acts or
Omissions of the Issuer or Holders of Senior
Indebtedness.

No right of any present or future holders of any Senior Indebtedness
to enforce the subordination terms as provided herein shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Issuer or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Issuer with the terms of this Indenture, regardless
of any knowledge thereof which any such holder may have or otherwise be charged
with. The provisions of this Article are intended to be for the benefit of, and
shall be enforceable directly by, the holders of Senior Indebtedness.

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SECTION 8.10 Securityholders Authorize Trustee to
Effectuate Subordination of Securities.

Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of the Issuer (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) the filing of a claim for the unpaid balance of its or
his Securities in the form required in those proceedings.

SECTION 8.11 This Article Not to Prevent Events of Default.

The failure to make a payment on account of principal of or interest
on the Securities by reason of any provision of this Article shall not be
construed as preventing the occurrence of an Event of Default specified in
clause (a) or (b) of Section 6.01.

SECTION 8.12 Trustee's Compensation Not Prejudiced.

Nothing in this Article shall apply to amounts due to the Trustee
pursuant to other sections in this Indenture.

SECTION 8.13 No Waiver of Subordination Provisions.

Without in any way limiting the generality of Section 8.09, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders of the Securities,
without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior
Indebtedness, do any one or more of the following: (a) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any Person liable in any manner for the
collection of Senior Indebtedness or add subsidiaries of the Issuer as
additional guarantors or borrowers thereunder; (d) exercise or refrain from
exercising any rights against the Issuer and any other Person; or (e) modify,
amend, restate, restructure, supplement or refinance Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior

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Indebtedness is outstanding or secured (provided that no such modification,
amendment, restatement, restructuring, supplement or refinancing shall conflict
with the covenants in Sections 4.04, 4.05, 4.06, 4.15, 4.16 or 4.19).

SECTION 8.14 Subordination Provisions Not Applicable to Money Held
in Trust for Securityholders; Payments May Be Paid
Prior to Dissolution.

All money and United States Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Article Nine (and not in
contravention of the terms of this Article Eight) shall be for the sole benefit
of the Holders and shall not be subject to this Article Eight.

Nothing contained in this Article or elsewhere in this Indenture shall
prevent (i) the Issuer, except under the conditions described in this Article
Eight, from making payments of principal of and interest on the Securities, or
from depositing with the Trustee any moneys for such payments or from effecting
a termination of the Issuer's and the Subsidiary Guarantors' obligations under
the Securities and this Indenture, in each case as provided in Article Nine, or
(ii) the application by the Trustee of any moneys deposited with it under
Article Nine for the purpose of making such payments of principal of and
interest on the Securities, to the holders entitled thereto unless at least two
Business Days prior to the date upon which such payment becomes due and
payable, the Trustee shall have received the written notice provided for in
Section 8.02(c) or in Section 8.06. The Issuer shall give prompt written notice
to the Trustee of any dissolution, winding-up, liquidation or reorganization of
the Issuer.

SECTION 8.15 Acceleration of Securities.

Without prejudice to Section 6.02, if payment of the Securities is
accelerated because of an Event of Default, the Issuer shall promptly notify
holders of the Senior Indebtedness of the acceleration.

ARTICLE NINE

DISCHARGE OF INDENTURE

SECTION 9.01 Defeasance and Covenant Defeasance.

Subject to the provisions of Article Eight and Article Twelve, the
Issuer may terminate its and the Subsidiary Guarantors' substantive obligations
in respect of the Securities by delivering all outstanding Securities to the
Trustee for cancellation and paying all sums payable

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by them on account of principal of and interest on all Securities or otherwise.
In addition to the foregoing, the Issuer may, provided that no Default or Event
of Default has occurred and is continuing or would arise therefrom (or, with
respect to a Default or Event of Default specified in Section 6.01(h) or (i),
any time on or prior to the 91st calendar day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after
such 91st day)) and provided that no default under any Senior Indebtedness would
result therefrom, terminate its and the Subsidiary Guarantors' substantive
obligations in respect of the Securities (except for its obligations to pay the
principal of and interest on the Securities and the Subsidiary Guarantors'
guarantee thereof) by (i) depositing with the Trustee, under the terms of an
irrevocable trust agreement, money or direct non-callable obligations of the
United States of America for the payment of which the full faith and credit of
the United States is pledged ("United States Government Obligations") sufficient
(without reinvestment) to pay all remaining Indebtedness on the Securities, (ii)
delivering to the Trustee either an Opinion of Counsel or a ruling directed to
the Trustee from the Internal Revenue Service to the effect that the Holders of
the Securities will not recognize income, gain or loss for federal income tax
purposes solely as a result of such deposit and termination of obligations,
(iii) delivering to the Trustee an Opinion of Counsel to the effect that the
Issuer's exercise of its option under this paragraph will not result in the
Issuer, the Trustee or the trust created by the Issuer's deposit of funds
pursuant to this provision becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended, and (iv)
delivering to the Trustee an Officer's Certificate and an Opinion of Counsel
each stating compliance with all conditions precedent provided for herein. In
addition, subject to the provisions of Article Eight and Article Twelve with
respect to the creation of the defeasance trust provided for in the following
clause (i), the Issuer may, provided that no Default or Event of Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default or Event of Default specified in Section 6.01(h) or (i), any time on or
prior to the 91st calendar day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until after such
91st day)) and provided that no default under any Senior Indebtedness or Senior
Guarantor Indebtedness would result therefrom, terminate all of its and the
Subsidiary Guarantors' substantive obligations in respect of the Securities
(including its obligations to pay the principal of and interest on the
Securities and the Subsidiary Guarantors' guarantee thereof) by (i) depositing
with the Trustee, under the terms of an irrevocable trust agreement, money or
United States Government Obligations sufficient (without reinvestment) to pay
all remaining Indebtedness on the Securities, (ii) delivering to the Trustee
either a ruling directed to the Trustee from the Internal Revenue Service to the
effect that the Holders of the Securities will not recognize income, gain or
loss for federal income tax purposes solely as a result of such deposit and
termination of obligations or an Opinion of Counsel based upon such a ruling
addressed to the Trustee or a change in the applicable Federal tax law since the
date of this Indenture to such effect, (iii) delivering to the Trustee an
Opinion of Counsel to the effect that

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the Issuer's exercise of its option under this paragraph will not result in any
of the Issuer, the Trustee or the trust created by the Issuer's deposit of funds
pursuant to this provision becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended, and (iv)
delivering to the Trustee an Officer's Certificate and an Opinion of Counsel
each stating compliance with all conditions precedent provided for herein.

Notwithstanding the foregoing paragraph, the Issuer's
obligations in Sections 2.03, 2.05, 2.06, 2.07, 4.01 (but not with respect to
termination of substantive obligations pursuant to the third sentence of the
foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the
Securities are no longer outstanding. Thereafter the Issuer's obligations in
Sections 7.07, 9.03 and 9.04 shall survive.

After such delivery or irrevocable deposit and delivery of an
Officer's Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of the Issuer's and the Subsidiary
Guarantors' obligations under the Securities and this Indenture except for
those surviving obligations specified above.

SECTION 9.02 Application of Trust Money.

The Trustee shall hold in trust money or United States Government
Obligations deposited with it pursuant to Section 9.01, and shall apply the
deposited money and the money from United States Government Obligations in
accordance with this Indenture solely to the payment of principal of and
interest on the Securities.

SECTION 9.03 Repayment to Issuer.

Subject to Sections 7.07 and 9.01, the Trustee shall promptly pay to
the Issuer upon written request any excess money held by it at any time. The
Trustee shall pay to the Issuer upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of the Issuer cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining
shall be repaid to the Issuer. After payment to the Issuer, Securityholders
entitled to money must look to the Issuer for payment as general creditors
unless an applicable abandoned property law designates another person and all
liability of the Trustee or Paying Agent with respect to such money shall
thereupon cease.

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SECTION 9.04 Reinstatement.

If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer' and the Subsidiary Guarantors' obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.01 until such time as the Trustee is permitted to apply
all such money or United States Government Obligations in accordance with
Section 9.01; provided, however, that if the Issuer has made any payment of
interest on or principal of any Securities because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or United States
Government Obligations held by the Trustee.

ARTICLE TEN

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01 Without Consent of Holders.

The Issuer and the Subsidiary Guarantors, when authorized by a
resolution of their respective Boards of Directors, and the Trustee may amend
or supplement this Indenture or the Securities without notice to or consent of
any Securityholder:

(a) to cure any ambiguity, defect or inconsistency; provided, however,
that such amendment or supplement does not materially and adversely affect the
rights of any Holder under this Indenture or the Securities;

(b) to effect the assumption by a successor Person of all obligations
of the Issuer under the Securities and this Indenture in connection with any
transaction complying with Article Five of this Indenture;

(d) to comply with any requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA;

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(e) to make any change that would provide any additional benefit or
rights to the Holders;

(f) to make any other change that does not materially and adversely
affect the rights of any Holder under this Indenture or the Securities;

(g) to evidence the succession of another Person to any Subsidiary
Guarantor and the assumption by any such successor of the covenants of such
Subsidiary Guarantor herein and in the Subsidiary Guarantee;

(h) to add to the covenants of the Issuer or the Subsidiary Guarantors
for the benefit of the Holders, or to surrender any right or power herein
conferred upon the Issuer or any Subsidiary Guarantor;

(i) to add guarantees with respect to the subsidiaries;

(j) to secure the Securities pursuant to the requirements of Section
4.18 or otherwise; or

(k) to reflect the release of a Subsidiary Guarantor from its
obligations with respect to its Subsidiary Guarantee in accordance with the
provisions of Section 11.03 and to add a Guarantor pursuant to the requirements
of Sections 4.19 and 11.07; provided, however, that the Issuer has delivered to
the Trustee an Opinion of Counsel stating that such amendment or supplement
complies with the provisions of this Section 10.01.

SECTION 10.02 With Consent of Holders.

Subject to Section 6.07, the Issuer and the Subsidiary Guarantors,
when authorized by a resolution of their respective Boards of Directors, and
the Trustee may amend or supplement this Indenture or the Securities with the
written consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Securities. Subject to Section 6.07, the Holders
of a majority in aggregate principal amount of the then outstanding Securities,
on behalf of all Holders, may waive compliance by the Issuer or any Subsidiary
Guarantor with any provision of this Indenture or the Securities. However,
without the consent of each Securityholder affected, an amendment, supplement
or waiver, including a waiver pursuant to Section 6.04, may not:

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(a) change or extend the fixed maturity of the Securities, reduce the
rate or extend the time of payment of interest thereon, reduce the principal
amount thereof or premium, if any, thereon or change the currency in which the
Securities are payable;

(b) reduce the premium payable upon any redemption of Securities in
accordance with the optional redemption provisions of the Securities or change
the time before which no such redemption may be made;

(c) waive a default in the payment of principal or interest on the
Securities (except that holders of a majority in aggregate principal amount of
the Securities at the time outstanding may (a) rescind an acceleration of the
Securities that resulted from a non-payment default and (b) waive the payment
default that resulted from such acceleration) or alter the rights of
Securityholders to waive defaults;

(d) modify any provisions of Section 6.04 (other than to add sections
of this Indenture or the Securities subject thereto) or 6.07 or this Section
10.02 (other than to add sections of this Indenture or the Securities which may
not be amended, supplemented or waived without the consent of each
Securityholder affected);

(e) reduce the percentage of the principal amount of outstanding
Securities necessary for amendment to or waiver of compliance with any
provision of this Indenture or the Securities or for waiver of any Default;

(f) modify the ranking or priority of the Securities or the Subsidiary
Guarantee of any Subsidiary Guarantor, or modify the definition of Senior
Indebtedness or Senior Guarantor Indebtedness, or amend or modify any of the
provisions of Article Eight or Article Twelve in any manner adverse to the
Holders;

(g) release any Subsidiary Guarantor from any of its obligations under
its Subsidiary Guarantee or this Indenture otherwise than in accordance with
this Indenture; or

(h) modify the provisions relating to any Offer required pursuant to
Section 4.05 or Change of Control Offer required pursuant to Section 4.14 in a
manner materially adverse to the Holders.

An amendment under this Section 10.02 may not make any change under
Article Eight, Article Nine, Article Eleven or Article Twelve hereof that
adversely affects in any material respect the rights of any holder of Senior
Indebtedness then outstanding unless the holders of

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such Senior Indebtedness (or any agent or representative thereof authorized to
give a consent) shall have consented to such change in writing.

It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

After an amendment, supplement or waiver under this Section becomes
effective, the Issuer shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Issuer to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

SECTION 10.03 Compliance with Trust Indenture Act.

Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

SECTION 10.04 Effect of Consents.

Until an amendment or waiver becomes effective, a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of
that Security or portion of that Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on
any Security.

The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then those persons who were
Holders at such record date (or their duly designated proxies), and only those
persons, shall be entitled to consent to such amendment, supplement or waiver
whether or not such persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 90 days after such
record date.

After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(a) through (h) of Section 10.02. In that case the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the
same debt as the consenting Holder's Security.

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SECTION 10.05 Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the
Trustee. The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Issuer or
the Trustee so determines, the Issuer in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms. Failure to make the appropriate notation or issue a new Security shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 10.06 Trustee to Sign Amendments, etc.

The Trustee shall be entitled to receive, and shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article Ten is
authorized or permitted by this Indenture and that such amendment, supplement
or waiver constitutes the legal, valid and binding obligation of the Issuer and
the Subsidiary Guarantors, enforceable in accordance with its terms (subject to
customary exceptions). The Trustee may, but shall not (except to the extent
required in the case of a supplemental indenture entered into pursuant to
Section 10.01(d)) be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise. In signing any amendment, supplement or waiver, the
Trustee shall be entitled to receive an indemnity reasonably satisfactory to
it.

ARTICLE ELEVEN

SUBSIDIARY GUARANTEE

SECTION 11.01 Unconditional Guarantee.

Subject to Article Twelve, each Subsidiary Guarantor hereby
unconditionally, jointly and severally, guarantees to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns that: the principal of and interest on the Securities
will be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration or otherwise, and interest on the overdue
principal and interest on any overdue interest on the Securities and all other
obligations of the Issuer to the Holders or the Trustee hereunder or under the
Securities will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; subject, however, to the limitations set forth in
Section 11.04. Each Subsidiary Guarantor hereby agrees that its

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obligations hereunder shall be unconditional, subject to Article Twelve,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof
or thereof, the recovery of any judgment against the Issuer, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Subsidiary
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Issuer, any
right to require a proceeding first against the Issuer, protest, notice and all
demands whatsoever and covenants that the Subsidiary Guarantee will not be
discharged except by complete performance of the obligations contained in the
Securities, this Indenture, and this Subsidiary Guarantee. If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer, any
Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar
official acting in relation to the Issuer or any Subsidiary Guarantor, any
amount paid by the Issuer or any Subsidiary Guarantor to the Trustee or such
Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Subsidiary Guarantor further
agrees that, as between each Subsidiary Guarantor, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six for the purpose
of this Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Six, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Subsidiary Guarantor for the
purpose of this Subsidiary Guarantee.

SECTION 11.02 Severability.

In case any provision of this Subsidiary Guarantee shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.03 Release of a Guarantor.

(a) In the event that each holder of Other Indebtedness which resulted
in the creation of a Subsidiary Guarantee unconditionally releases a Subsidiary
Guarantor of all of its obligations under its guarantee of such Other
Indebtedness pursuant to a written agreement in form and substance satisfactory
to the Trustee (other than a release resulting from payment under such
guarantee) such Subsidiary Guarantor shall be automatically and unconditionally
released from all obligations under its Subsidiary Guarantee.

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(b) Additionally, if the Securities are defeased in accordance with
the terms of this Indenture, or if all or substantially all of the assets of
any Subsidiary Guarantor or all of the Equity Interests of any Subsidiary
Guarantor is sold (including by issuance or otherwise) by the Issuer or any of
its Subsidiaries in a transaction constituting an Asset Sale and if (x) the Net
Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or
(y) the Issuer delivers to the Trustee an Officer's Certificate covenanting
that the Net Cash Proceeds from such Asset Sale shall be used in accordance
with Section 4.05 and within the time limits specified by such Section 4.05,
then such Subsidiary Guarantor (in the event of a sale or other disposition of
all of the Equity Interests of such Subsidiary Guarantor) or the corporation
acquiring such assets (in the event of a sale or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor), shall be deemed
released from all obligations under this Article Eleven without any further
action required on the part of the Trustee or any Holder.

(c) The Trustee shall, at the sole cost and expense of the Issuer,
upon receipt of a request by the Issuer accompanied by an Officer's Certificate
certifying as to the compliance with this Section and, with respect to clause
(b) of this Section 11.03, upon receipt at the reasonable request of the
Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have
been complied with, deliver an appropriate instrument evidencing such release.
Any Subsidiary Guarantor not so released remains liable for the full amount of
principal of and interest on the Securities and the other obligations of the
Issuer hereunder as provided in this Article Eleven.

SECTION 11.04 Limitation of Subsidiary Guarantor's Liability.

Each Subsidiary Guarantor, and by its acceptance hereof each Holder
and the Trustee, hereby confirms that it is the intention of all such parties
that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary
Guarantee not constitute a fraudulent transfer or conveyance for purposes of
title 11 of the United States Code, as amended, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal
or state or other applicable law or that the obligations of such Subsidiary
Guarantor under Section 11.01 would otherwise be held or determined to be void,
invalid or unenforceable on account of the amount of its liability under said
Section 11.01. To effectuate the foregoing intention, the Holders and such
Subsidiary Guarantor hereby irrevocably agree that the obligations of such
Subsidiary Guarantor under the Subsidiary Guarantee shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor
under its Subsidiary Guarantee or pursuant to Section 11.05, result in the
obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not
constituting such

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fraudulent transfer or conveyance and not being held or determined to be void,
invalid or unenforceable.

SECTION 11.05 Contribution.

In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under the Subsidiary Guarantee, such Funding Guarantor
shall be entitled to a contribution from all other Subsidiary Guarantors in a
pro rata amount, based on the net assets of each Subsidiary Guarantor
(including the Funding Guarantor), determined in accordance with GAAP, subject
to Section 11.04, for all payments, damages and expenses incurred by that
Funding Guarantor in discharging the Issuer's obligations with respect to the
Securities or any other Subsidiary Guarantor's obligations with respect to the
Subsidiary Guarantee.

SECTION 11.06 Execution of Subsidiary Guarantee.

To further evidence their Subsidiary Guarantee to the Holders, the
Subsidiary Guarantors hereby agree to execute the Subsidiary Guarantee in
substantially the form set forth in Exhibit B to be endorsed on each Security
authenticated and delivered by the Trustee after such Subsidiary Guarantee is
executed. Each Guarantor hereby agrees that its Subsidiary Guarantee set forth
in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on any particular Security a notation of such Subsidiary
Guarantee. Each such Subsidiary Guarantee shall be signed on behalf of each
Subsidiary Guarantor by its Chairman of the Board of Directors, its President
or one of its Vice Presidents prior to the authentication of the Security on
which it is endorsed, and the delivery of such Security by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of such
Subsidiary Guarantee on behalf of such Subsidiary Guarantor. Such signature
upon the Subsidiary Guarantee may be the manual or facsimile signature of such
officer and may be imprinted or otherwise reproduced on the Subsidiary
Guarantee, and in case such officer who shall have signed the Subsidiary
Guarantee shall cease to be such officer before the Security on which such
Subsidiary Guarantee is endorsed shall have been authenticated and delivered by
the Trustee or disposed of by the Issuer, such Security nevertheless may be
authenticated and delivered or disposed of as though the Person who signed the
Subsidiary Guarantee had not ceased to be such officer of the Subsidiary
Guarantor.

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SECTION 11.07 Additional Subsidiary Guarantors.

Any Restricted Subsidiary of the Issuer which is required pursuant to
Section 4.19 to become a Subsidiary Guarantor shall execute and deliver to the
Trustee (a) a supplemental indenture in form and substance reasonably
satisfactory to the Trustee which subjects such Restricted Subsidiary to the
provisions of this Indenture as a Subsidiary Guarantor, and (b) an Opinion of
Counsel to the effect that such supplemental indenture has been duly authorized
and executed by such Restricted Subsidiary and constitutes the legal, valid,
binding and enforceable obligation of such Restricted Subsidiary (subject to
such customary exceptions concerning fraudulent conveyance laws, creditors'
rights and equitable principles).

SECTION 11.08 Subordination of Subrogation and Other Rights.

Each Subsidiary Guarantor hereby agrees that any claim against the
Issuer that arises from the payment, performance or enforcement of such
Subsidiary Guarantor's obligations under its Subsidiary Guarantee or this
Indenture, including, without limitation, any right of subrogation, shall be
subject and subordinate to, and no payment with respect to any such claim of
such Subsidiary Guarantor shall be made before, the payment in full in cash of
all outstanding Securities in accordance with the provisions provided therefor
in this Indenture.

ARTICLE TWELVE

SUBORDINATION OF GUARANTEE

SECTION 12.01 Subsidiary Guarantee Subordinated to Senior Guarantor
Indebtedness.

Each Subsidiary Guarantor covenants and agrees, and the Trustee and
each Holder of the Securities by his acceptance thereof likewise covenant and
agree, that the Securities and the Subsidiary Guarantees shall be issued
subject to the provisions of this Article; and each person holding any
Security, whether upon original issue or upon transfer, assignment or exchange
thereof, accepts and agrees that all payments of the principal of and interest
on the Securities pursuant to any Subsidiary Guarantee made by or on behalf of
any Subsidiary Guarantor (including without limitation in connection with
Article Three, Section 4.01 and Article Five) shall, to the extent and in the
manner set forth in this Article, be subordinated and junior in right of
payment to the prior payment in full in cash of all amounts payable under
existing and future Senior Guarantor Indebtedness of such Subsidiary Guarantor.

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SECTION 12.02 No Payment on Subsidiary Guarantees in Certain Circumstances.

(a) Upon the occurrence and during the continuance of any default in
the payment of principal of, premium, if any, or interest on any Senior
Guarantor Indebtedness or Senior Indebtedness, beyond any applicable grace
period with respect thereto (a "Payment Default"), no payment or distribution
of any assets of the Issuer of any kind or character may be made on account of
the Securities unless and until such Payment Default has been cured, waived or
has ceased to exist or such Senior Indebtedness shall have been discharged or
paid in full in cash or the benefits of this sentence shall have been waived in
writing by or on behalf of the holders of such Senior Guarantor Indebtedness.

(b) Upon the occurrence and during the continuance of any default
(other than a Payment Default) with respect to any Designated Senior Guarantor
Indebtedness pursuant to which the maturity thereof may be accelerated (a
"Non-Payment Default") and after the receipt by the Trustee and the Issuer from
a Senior Representative of written notice of such NonPayment Default, no
payment (other than payments previously made pursuant to the provisions in
Article Nine) or distribution of any assets of the Subsidiary Guarantors of any
kind or character (other than common stock or securities convertible into
common stock and other than Indebtedness which is subordinated to the
Designated Senior Guarantor Indebtedness at least to the same extent the
Securities are subordinated to such Designated Senior Guarantor Indebtedness)
may be made by the Subsidiary Guarantors on account of the principal of,
premium, if any, or interest on, the Securities or on account of the purchase,
redemption, defeasance or other acquisition of, or in respect of, the
Securities for the period specified below (the "Guarantor Payment Blockage
Period").

The Guarantor Payment Blockage Period shall commence upon the receipt
of notice (which may be the same notice referred to in Section 8.02(b)) of the
Non-Payment Default by the Trustee from a Senior Representative and shall end
on the earliest of (i) the 179th day after such commencement, (ii) the date on
which such Non-Payment Default (and all other NonPayment Defaults as to which
notice is given after such Guarantor Payment Blockage Period is initiated) is
cured, waived or ceases to exist or on which such Designated Senior Guarantor
Indebtedness is discharged or paid in full in cash or (iii) the date on which
such Guarantor Payment Blockage Period (and all Non-Payment Defaults as to
which notice is given after such Guarantor Payment Blockage Period is
initiated) shall have been terminated by written notice to the Issuer or the
Trustee from the Senior Representative initiating such Guarantor Payment
Blockage Period, after which, in the case of clauses (i), (ii) and (iii), the
Subsidiary Guarantors will promptly resume making any and all required payments
in respect of the Securities, including any missed payments. In no event will a
Guarantor Payment Blockage Period extend beyond 179 days from the date of the
receipt by the Issuer or the Trustee of the notice

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initiating such Guarantor Payment Blockage Period (such 179-day period referred
to as the "Initial Period"). Any number of notices of Non-Payment Defaults may
be given during the Initial Period; provided that during any period of 365
consecutive days only one Guarantor Payment Blockage Period, during which
payment of principal of, or interest on, the Securities may not be made, may
commence and the duration of such period may not exceed 179 days. No
Non-Payment Default with respect to Designated Senior Guarantor Indebtedness
that existed or was continuing on the date of the commencement of any Guarantor
Payment Blockage Period will be, or can be, made the basis for the commencement
of a second Guarantor Payment Blockage Period, whether or not within a period
of 365 consecutive days, unless such default has been cured or waived for a
period of not less than 90 consecutive days.

(c) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited
by Sections 12.02(a) or 12.02(b), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such
Designated Senior Guarantor Indebtedness or their respective agents or
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Designated Senior Guarantor Indebtedness may have been
issued, as their respective interests may appear, but only to the extent that,
within a reasonable period following written notice from the Trustee to the
holders of such Designated Senior Guarantor Indebtedness (and their agent,
representative or representatives or a trustee, if any) that such prohibited
payment has been made, the holders of such Designated Senior Guarantor
Indebtedness (or their agent, representative or representatives or a trustee)
notify the Trustee in writing of the amounts then due and owing on such
Designated Senior Guarantor Indebtedness, if any, and only the amounts
specified in such notice to the Trustee shall be paid to the holders of such
Designated Senior Guarantor Indebtedness.

SECTION 12.03 Payment Over of Proceeds upon Dissolution, etc.

(a) Upon any payment or distribution of assets or securities of any
Subsidiary Guarantor of any kind or character, whether in cash, property or
securities (including any payment made to Securityholders under the terms of
Indebtedness subordinated to the Securities), upon any dissolution or
winding-up or total or partial liquidation or reorganization of such Subsidiary
Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all Senior Guarantor Indebtedness of such
Subsidiary Guarantor shall first be paid in full in cash before the Holders of
the Securities or the Trustee on behalf of such Holders shall be entitled to
receive any payment by or on behalf of such Subsidiary Guarantor of the
principal of or interest on or other amounts with respect to the Securities
pursuant to such Subsidiary Guarantor's Subsidiary Guarantee, or any payment to
acquire any of the Securities for cash, property or securities, or any
distribution with respect to

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the Securities of any cash, property or securities. Before any payment may be
made by, or on behalf of, any Subsidiary Guarantor of the principal of or
interest on or other amounts with respect to the Securities upon any such
dissolution or winding-up or liquidation or reorganization, any payment or
distribution of assets or securities of such Subsidiary Guarantor of any kind
or character, whether in cash, property or securities (including any payment
made to Securityholders under the terms of Indebtedness subordinated to the
Securities), to which the Holders of the Securities or the Trustee on their
behalf would be entitled, but for the subordination provisions of this
Indenture, shall be made by such Subsidiary Guarantor or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, directly to the holders of the Senior Guarantor
Indebtedness of such Subsidiary Guarantor (pro rata to such holders on the
basis of the respective amounts of such Senior Guarantor Indebtedness held by
such holders) or their agents or representatives or to the trustee or trustees
under any indenture pursuant to which any of such Senior Guarantor Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay all such Senior Guarantor Indebtedness in full in cash after
giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of such Senior Guarantor Indebtedness.

(b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of any Subsidiary Guarantor of any kind or character, whether in
cash, property or securities, shall be received by the Trustee or any Holder of
Securities at a time when such payment or distribution is prohibited by Section
12.03(a) and before all Obligations in respect of the Senior Guarantor
Indebtedness of such Subsidiary Guarantor are paid in full in cash, such
payment or distribution shall be received and held in trust for the benefit of,
and shall be paid over or delivered to, the holders of such Senior Guarantor
Indebtedness (pro rata to such holders on the basis of the respective amounts
of such Senior Guarantor Indebtedness held by such holders) or their respective
agents, representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Guarantor Indebtedness may have been
issued, as their respective interests may appear, for application to the
payment of such Senior Guarantor Indebtedness remaining unpaid until all such
Senior Guarantor Indebtedness has been paid in full in cash after giving effect
to any concurrent payment or distribution to or for the holders of such Senior
Guarantor Indebtedness.

The consolidation of any Subsidiary Guarantor with, or the merger of
any Subsidiary Guarantor with or into, another corporation or the liquidation
or dissolution of any Subsidiary Guarantor following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided in Article Five shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of

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this Section if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Five.

SECTION 12.04 Subrogation.

Upon the payment in full in cash of all Senior Guarantor Indebtedness
of a Subsidiary Guarantor, the Holders of the Securities shall be subrogated to
the rights of the holders of such Senior Guarantor Indebtedness to receive
payments or distributions of cash, property or securities of such Subsidiary
Guarantor made on such Senior Guarantor Indebtedness until the principal of and
interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Guarantor Indebtedness of any cash, property or securities to which the Holders
of the Securities or the Trustee on their behalf would be entitled except for
the provisions of this Article, and no payment over pursuant to the provisions
of this Article to the holders of such Senior Guarantor Indebtedness by Holders
of the Securities or the Trustee on their behalf shall, as between such
Subsidiary Guarantor, its creditors other than holders of such Senior Guarantor
Indebtedness, and the Holders of the Securities, be deemed to be a payment by
such Subsidiary Guarantor to or on account of such Senior Guarantor
Indebtedness. It is understood that the provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of Senior Guarantor
Indebtedness of each Subsidiary Guarantor, on the other hand.

If any payment or distribution to which the Holders of the Securities
would otherwise have been entitled but for the provisions of this Article shall
have been applied, pursuant to the provisions of this Article, to the payment
of all amounts payable under Senior Guarantor Indebtedness, then and in such
case, the Holders of the Securities shall be entitled to receive from the
holders of such Senior Guarantor Indebtedness any payments or distributions
received by such holders of Senior Guarantor Indebtedness in excess of the
amount required to make payment in full in cash of such Senior Guarantor
Indebtedness.

SECTION 12.05 Obligations of Subsidiary Guarantors Unconditional.

Nothing contained in this Article or elsewhere in this Indenture or in
the Securities or the Subsidiary Guarantee is intended to or shall impair, as
among the Subsidiary Guarantors and the Holders of the Securities, the
obligation of each Subsidiary Guarantor, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of and interest on the
Securities as and when the same shall become due and payable in accordance with
the terms of the Subsidiary Guarantee, or is intended to or shall affect the
relative rights of the Holders of the Securities and creditors of any
Subsidiary Guarantor other than the holders of

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Senior Guarantor Indebtedness, nor shall anything herein or therein prevent the
Holder of any Security or the Trustee on their behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article of the holders of
Senior Guarantor Indebtedness in respect of cash, property or securities of any
Subsidiary Guarantor received upon the exercise of any such remedy.

Without limiting the generality of the foregoing, nothing contained in
this Article shall restrict the right of the Trustee or the Holders of
Securities to take any action to declare the Securities to be due and payable
prior to their stated maturity pursuant to Section 6.02 or to pursue any rights
or remedies hereunder; provided, however, that all Senior Guarantor
Indebtedness of any Subsidiary Guarantor then due and payable shall first be
paid in full in cash before the Holders of the Securities or the Trustee are
entitled to receive any direct or indirect payment from such Subsidiary
Guarantor of principal of or interest or other amounts on the Securities
pursuant to such Subsidiary Guarantor's Subsidiary Guarantee.

SECTION 12.06 Notice to Trustee.

Each Subsidiary Guarantor shall give prompt written notice to the
Trustee of any fact known to such Subsidiary Guarantor which would prohibit the
making of any payment to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article. The Trustee shall not be charged
with knowledge of the existence of any default or event of default with respect
to any Senior Guarantor Indebtedness or of any other facts which would prohibit
the making of any payment to or by the Trustee unless and until the Trustee
shall have received notice in writing at its Corporate Trust Office to that
effect signed by an Officer of such Subsidiary Guarantor, or by a holder of
Senior Guarantor Indebtedness or trustee or agent therefor; and prior to the
receipt of any such written notice, the Trustee shall, subject to Article
Seven, be entitled to assume that no such facts exist; provided that if the
Trustee shall not have received the notice provided for in this Section at
least one Business Day prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
regardless of anything herein to the contrary, the Trustee shall have full
power and authority to receive any moneys from any Subsidiary Guarantor and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date. Nothing contained in this Section 12.06 shall limit the right
of the holders of Senior Guarantor Indebtedness to recover payments as
contemplated by Section 12.03. The Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself or itself
to be a holder of any Senior Guarantor Indebtedness (or a trustee on behalf of,
or other representative of, such

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holder) to establish that such notice has been given by a holder of such Senior
Guarantor Indebtedness or a trustee or representative on behalf of any such
holder.

In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Guarantor Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Guarantor Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 12.07 Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets or securities of a
Subsidiary Guarantor referred to in this Article, the Trustee and the Holders
of the Securities shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee
or to the Holders of the Securities for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of Senior Guarantor
Indebtedness of such Subsidiary Guarantor and other indebtedness of such
Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

SECTION 12.08 Trustee's Relation to Guarantor Senior Indebtedness.

The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article with respect to any Senior Guarantor Indebtedness
which may at any time be held by it in its individual or any other capacity to
the same extent as any other holder of Senior Guarantor Indebtedness, and
nothing in this Indenture shall deprive the Trustee or any Paying Agent of any
of its rights as such holder.

With respect to the holders of Senior Guarantor Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Guarantor
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall

<PAGE> 98

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not be deemed to owe any fiduciary duty to the holders of Senior Guarantor
Indebtedness (except as provided in Sections 12.02(c) and 12.03(b)).

SECTION 12.09 Subordination Rights Not Impaired by Acts or Omissions of the
Subsidiary Guarantors or Holders of Guarantor Senior
Indebtedness.

No right of any present or future holders of any Senior Guarantor
Indebtedness to enforce the subordination terms as provided herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of any Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by any Subsidiary Guarantor
with the terms of this Indenture, regardless of any knowledge thereof which any
such holder may have or otherwise be charged with. The provisions of this
Article are intended to be for the benefit of, and shall be enforceable
directly by, the holders of Senior Guarantor Indebtedness.

SECTION 12.10 Securityholders Authorize Trustee to Effectuate Subordination of
Subsidiary Guarantees.

Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding up, liquidation or
reorganization of any Subsidiary Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) the filing of a claim for the unpaid
balance of its or his Securities in the form required in those proceedings.

SECTION 12.11 This Article Not to Prevent Events of Default.

SECTION 12.12 Trustee's Compensation Not Prejudiced.

Nothing in this Article shall apply to amounts due to the Trustee
pursuant to other sections in this Indenture.

<PAGE> 99

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SECTION 12.13 No Waiver of Subsidiary Guarantee Subordination Provisions.

Without in any way limiting the generality of Section 12.09, the
holders of Senior Guarantor Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Guarantor Indebtedness, do any one or more of the following: (a) change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter, Senior Guarantor Indebtedness or any instrument evidencing the
same or any agreement under which Senior Guarantor Indebtedness is outstanding
or secured; (b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Guarantor Indebtedness; (c)
release any Person liable in any manner for the collection of Senior Guarantor
Indebtedness or add subsidiaries of the Issuer as additional guarantors or
borrowers thereunder; (d) exercise or refrain from exercising any rights
against any Subsidiary Guarantor and any other Person; or (e) modify, amend,
restate, restructure, supplement or refinance Senior Guarantor Indebtedness or
any instrument evidencing the same or any agreement under which Senior
Guarantor Indebtedness is outstanding or secured (provided that no such
modification, amendment, restatement, restructuring, supplement or refinancing
shall conflict with the covenants in Sections 4.04, 4.05, 4.06, 4.15, 4.16 or
4.19).

SECTION 12.14 Payments May Be Paid Prior to Dissolution.

Nothing contained in this Article or elsewhere in this Indenture shall
prevent (i) a Subsidiary Guarantor, except under the conditions described in
this Article Twelve, from making payments of principal of and interest on the
Securities, or from depositing with the Trustee any moneys for such payments,
or (ii) the application by the Trustee of any moneys deposited with it under
Article Nine for the purpose of making such payments of principal of and
interest on the Securities, to the holders entitled thereto unless at least two
Business Days prior to the date upon which such payment becomes due and
payable, the Trustee shall have received the written notice provided for in
Section 12.02(c) or in Section 12.06. A Subsidiary Guarantor shall give prompt
written notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of such Subsidiary Guarantor.

<PAGE> 100

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ARTICLE THIRTEEN

MISCELLANEOUS

SECTION 13.01 Trust Indenture Act Controls.

This Indenture is subject to the provisions of the TIA that are
required to be a part of this Indenture, and shall, to the extent applicable,
be governed by such provisions. If any provision of this Indenture modifies any
TIA provision that may be so modified, such TIA provision shall be deemed to
apply to this Indenture as so modified. If any provision of this Indenture
excludes any TIA provision that may be so excluded, such TIA provision shall be
excluded from this Indenture.

The provisions of TIA ss.ss.310 through 317 that impose duties on any
Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.

SECTION 13.02 Notices.

Any notice or communication required or permitted to be given under
this Indenture shall be sufficiently given if in writing and delivered in
person, by facsimile and confirmed by overnight courier, or mailed by
first-class mail addressed as follows:

if to the Issuer:

Classic Cable, Inc.
515 Congress Ave., Suite 2626
Austin, Texas 78701
Attention: Steven E. Seach
Title: President & Chief Financial Officer
Facsimile: (512) 476-5204
Telephone: (512) 476-9095

<PAGE> 101

-94-

with a copy to:

Winstead Sechrest & Minick
100 Congress Avenue, Suite 800
Austin, Texas 78701-4042
Attention: Cary Ferchill
Facsimile: (512) 370-2850
Telephone: (512) 474-4330

if to the Trustee:

For payment, registration, transfer and exchange of
the Securities:

Chase Bank of Texas, National Association
One Main Place
1201 Main Street, 18th Floor
Dallas, Texas 75202
Facsimile: (214) 672-5932
Telephone: (214) 672-5125 or (800) 275-2048

For all other communications relating to the
Securities:

Chase Bank of Texas, National Association
700 Lavaca, 5th Floor
Austin, Texas 78701
Attention: Cary W. Gilliam
Title: Vice President
Facsimile: (512) 479-2553
Telephone: (512) 479-2575

The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.
Notwithstanding the foregoing, notices to the Trustee shall be effective only
upon receipt.

Any notice or communication mailed, first class, postage prepaid, to a
Securityholder, including any notice delivered in connection with TIA
ss.310(b), TIA ss.313(c), TIA ss.314(a) and TIA ss.315(b), shall be mailed to
him at his address as set forth on the registration books of the Registrar and
shall be sufficiently given to him if so mailed within the time prescribed. To
the

<PAGE> 102

-95-

extent required by the TIA, any notice or communication shall also be mailed to
any Person described in TIA ss.313(c).

Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. Except for a notice to the Trustee, which is deemed given only
when received, if a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 13.03 Communications by Holders with Other Holders.

Securityholders may communicate pursuant to TIA ss.312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuer, the Trustee, the Registrar and any other person shall
have the protection of TIA ss.312(c).

SECTION 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take
or refrain from taking any action under this Indenture, the Issuer shall
furnish to the Trustee at the request of the Trustee:

(a) an Officer's Certificate in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

SECTION 13.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

(a) a statement that the person making such certificate or opinion has
read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

<PAGE> 103

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(c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(d) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with; provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officer's
Certificate or certificates of public officials.

SECTION 13.06 Rules by Trustee, Paying Agent, Registrar.

The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for
its functions.

SECTION 13.07 Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

SECTION 13.08 No Recourse Against Others.

A director, officer, employee, incorporator, limited or general
partner or stockholder, as such, of the Issuer or any Subsidiary Guarantor
shall not have any liability for any obligations of the Issuer or any
Subsidiary Guarantor under the Securities, any Subsidiary Guarantee or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability.

SECTION 13.09 Successors.

All agreements of the Issuer in this Indenture and the Securities
shall bind its successors. All agreements of each Subsidiary Guarantor in this
Indenture and Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 13.10 Counterpart Originals.

The parties may sign any number of counterparts of this Indenture.
Each signed counterpart shall be an original, but all of them together
represent the same agreement.

<PAGE> 104

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SECTION 13.11 Severability.

In case any provision in this Indenture, in the Securities or in the
Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim therefor against
any party hereto.

SECTION 13.12 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Issuer or a Subsidiary of Issuer. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.13 Legal Holidays.

If a payment date occurs on a day that is not a Business Day at a
place of payment, payment may be made at that place on the next succeeding day
that is a Business Day, and no interest shall accrue for the intervening
period.

[Signature Pages Follow]

<PAGE> 105

-98-

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first written above.

CLASSIC CABLE, INC., as Issuer

By: /s/ STEVEN E. SEACH
-----------------------------------
Name: Steven E. Seach
Title: President and Chief Financial
Officer

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

By: /s/ CARY W. GILLIAM
-----------------------------------
Name: Cary W. Gilliam
Title: Vice President

<PAGE> 106

[FORM OF SECURITY]
(Face of Security)
EXHIBIT A
CUSIP No. 18272NAB8

CLASSIC CABLE, INC.

--------------------------------

9 7/8% SENIOR SUBORDINATED NOTE DUE 2008

No. 1 $125,000,000

Classic Cable, Inc. and the subsidiary guarantors listed on the
Appendix to the Indenture (the "Subsidiary Guarantors") hereby jointly and
severally promise to pay to CEDE & CO. or registered assigns the principal sum
of ONE HUNDRED TWENTY FIVE MILLION DOLLARS on the Maturity Date of August 1,
2008.

Interest Payment Dates: February 1 and August 1, commencing February 1, 1999

Record Dates: January 15 or July 15

Reference is hereby made to the further provisions on this Security set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

IN WITNESS WHEREOF, Classic Cable, Inc. has caused this instrument to
be signed manually or by facsimile by a duly authorized officers.

Dated: July 29, 1998

CLASSIC CABLE, INC., as Issuer

By:
-------------------------------------------
Name: Steven E. Seach
Title: President and Chief Financial Officer

Certificate of Authentication:

This is one of the 9 7/8% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

Chase Bank of Texas, National Association, as Trustee

By Date of Authentication: July 29, 1998
--------------------------
Authorized Signatory

<PAGE> 107

A-2

(Reverse Of Security)

CLASSIC CABLE, INC.

-----------------------------

9 7/8% Senior Subordinated Note due 2008

1. Interest.

Classic Cable, Inc., a Delaware corporation (the "Issuer"),
and the Subsidiary Guarantors, jointly and severally promise to pay interest at
the rate of 9 7/8% per annum on the principal amount of this Security
semiannually commencing on February 1, 1999, until the principal hereof is paid
or made available for payment. Interest on the Securities will accrue from and
including the most recent date to which interest has been paid or, if no
interest has been paid, from and including July 29, 1998, through but excluding
the date on which interest is paid. If an Interest Payment Date falls on a day
that is not a Business Day, the interest payment to be made on such Interest
Payment Date will be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date, and no additional
interest will accrue as a result of such delayed payment. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

In the event that (i) an exchange offer registration statement under
the Securities Act ("Exchange Offer Registration Statement") is not filed with
the SEC on or prior to 60 days following the July 29, 1998, (ii) the Exchange
Offer Registration Statement is not declared effective on or prior to 120 days
following the July 29, 1998 or (iii) the Exchange Offer is not consummated on
or prior to 150 days following the July 29, 1998, the interest rate borne by
the Securities shall be increased by one-quarter of one percent per annum (a)
following such 60-day period in the case of (i) above, (b) following such
120-day period in the case of (ii) above, (c) following such 150-day period in
the case of (iii) above and (d) following each such subsequent 90-day period in
the case of clauses (i), (ii) and (iii) above; provided that the aggregate
increase in such interest rate will in no event exceed one percent per annum.
Upon (x) the filing of the Exchange Offer Registration Statement in the case of
clause (i) above, (y) the effectiveness of the Exchange Offer Registration
Statement in the case of clause (ii) above or (z) the day before the date of
the consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement as the case may be, in the case of clause (iii) above,
the interest rate borne by the Securities from the date of such filing,
effectiveness or day before the date of the consummation, as the case may be,
will be reduced by the corresponding amount of any such increases pursuant to
clauses (a), (b), (c) and (d) above.

2. Method of Payment.

The interest payable on the Securities, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security is registered at
the close of business on the regular record date,

<PAGE> 108

A-3

which shall be the January 15 or July 15 (whether or not a Business Day) next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for, and any interest payable on such defaulted interest (to
the extent lawful), will forthwith cease to be payable to the Holder on such
regular record date and shall be paid to the person in whose name this Security
is registered at the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Issuer, notice of which shall be
given to Holders not less than 15 days prior to such special record date.
Payment of the principal of and interest on this Security will be made at the
agency of the Issuer maintained for that purpose in New York, New York and at
any other office or agency maintained by the Issuer for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that
at the option of the Issuer payment of interest may be made by check mailed to
the address of the person entitled thereto as such address shall appear in the
Security register.

3. Paying Agent and Registrar.

Initially, Chase Bank of Texas, National Association (the
"Trustee") will act as Paying Agent and Registrar. The Issuer may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders of
Securities. The Issuer or any of its Subsidiaries may act as Registrar,
co-Registrar or, except in certain circumstances specified in the Indenture,
Paying Agent.

4. Indenture.

This Security is one of a duly authorized issue of Securities
of the Issuer, designated as its 9 7/8% Senior Subordinated Notes due 2008 (the
"Securities"), limited in aggregate principal amount to $125,000,000 (except
for Securities issued in substitution for destroyed, lost or stolen Securities)
issuable under an indenture dated as of July 29, 1998 (the "Indenture"), among
the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the
Securities include those stated in the Indenture and those required to be made
part of the Indenture by the Trust Indenture Act of 1939 (the "Act") (15 U.S.
Code ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture and the
date the Indenture is qualified under the Act. The Securities are subject to
all such terms, and Holders of Securities are referred to the Indenture and the
Act for a statement of them. Each Securityholder, by accepting a Security,
agrees to be bound by all of the terms and provisions of the Indenture, as the
same may be amended from time to time.

The Securities are subordinated in right of payment to all
Senior Indebtedness of the Issuer to the extent and in the manner provided in
the Indenture. Each Holder of a Security, by accepting a Security, agrees to
such subordination, authorizes the Trustee to give effect to such subordination
and appoints the Trustee as attorney-in-fact for such purpose.

Capitalized terms contained in this Security to the extent
not defined herein shall have the meanings assigned to them in the Indenture.

<PAGE> 109

A-4

5. Optional Redemption.

<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
2003................................... 104.938%
2004................................... 103.292%
2005................................... 101.646%
2006 and thereafter.................... 100.000%
</TABLE>

(b) At any time prior to August 1, 2001, the Issuer may
redeem up to 35% of the principal amount of original principal amount of the
Securities with the Net Cash Proceeds of one or more Equity Offerings of the
Issuer or CCI or of a Strategic Equity Investment, at a redemption price in
cash equal to (expressed as a percentage of the principal amount) 109.875% of
the principal amount thereof, plus accrued and unpaid interest to the date
fixed for redemption; provided, however, that at least 65% in aggregate
principal amount of the Securities originally issued remains outstanding
immediately after any such redemption (excluding any Securities owned by the
Issuer or any of its Affiliates). Any such redemption pursuant to this
paragraph will be required to occur within 45 days following the closing of any
such Equity Offering or Strategic Equity Investment.

(c) Upon the occurrence of a Change of Control, the Issuer
may redeem all, but not less than all, the Securities in cash, at a redemption
price equal to the principal amount thereof plus accrued and unpaid interest to
the date of redemption plus the Applicable Premium. Notice of redemption of the
Securities pursuant to this paragraph shall be mailed to holders of the
Securities not more than 30 days following the occurrence of a Change of
Control. The Issuer may not redeem Securities pursuant to this paragraph if it
has made a Change of Control Offer with respect to such Change of Control.

6. Notice of Redemption.

Notice of redemption will be mailed by first-class mail at
least 30 and not less than 60 days before the redemption date to each Holder of
Securities to be redeemed at the address appearing in the register of
Securities maintained by the Registrar. Securities in denominations larger than
$1,000 may be redeemed in part. On and after the redemption date, interest
ceases to accrue on those Securities or portion of them called for redemption.

<PAGE> 110

A-5

7. Purchase upon Occurrence of a
Change of Control.

Within 30 days of the occurrence of a Change of Control, the
Issuer will offer to purchase the Securities, in whole and not in part, at a
purchase price equal to 101% of the principal amount thereof plus any accrued
and unpaid interest thereon.

8. Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. The Registrar need not transfer or exchange any Securities
selected for redemption.

9. Persons Deemed Owners.

The registered Holder of a Security may be treated as the
owner of it for all purposes.

10. Unclaimed Funds.

If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee or Paying Agent will repay the funds to
the Issuer at its request. After such repayment Holders of Securities entitled
to such funds must look to the Issuer for payment unless an abandoned property
law designates another person.

11. Discharge Prior to Redemption or Maturity.

The Indenture will be discharged and canceled except for
certain Sections thereof, subject to the terms of the Indenture, upon the
payment of all the Securities or upon the irrevocable deposit with the Trustee
of funds or United States Government Obligations sufficient for such payment or
redemption.

12. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the
Securities may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the outstanding Securities, and any
past default or compliance with any provision may be waived with the consent of
the Holders of a majority in principal amount of the outstanding Securities.
Without notice to or the consent of any Holder, the Issuer, any Subsidiary
Guarantors and the Trustee may amend or supplement the Indenture or the
Securities to cure any ambiguity, defect or inconsistency, or to make any
change that does not materially and adversely affect the rights of any Holder
of Securities.

<PAGE> 111

A-6

13. Restrictive Covenants.

The Securities are general unsecured Senior Subordinated
Indebtedness of the Issuer limited to the aggregate principal amount of
$125,000,000. The Indenture restricts, among other things, the ability of the
Issuer or any of its Restricted Subsidiaries to permit any Liens to be imposed
on their assets, to make certain payments and investments, limits the
Indebtedness which the Issuer and its Restricted Subsidiaries may incur and
limits the terms on which the Issuer and its Restricted Subsidiaries may engage
in Asset Sales. The Issuer is also obligated under certain circumstances to
make an offer to purchase Securities with the net cash proceeds of certain
Asset Sales. The Issuer must report annually to the Trustee on compliance with
certain covenants in the Indenture.

14. Successor Corporation.

Pursuant to the Indenture, the ability of the Issuer to
consolidate with, merge with or into or transfer its assets to another person
is conditioned upon certain requirements, including certain financial
requirements applicable to the surviving Person.

15. Defaults and Remedies.

If an Event of Default shall occur and be continuing, the
principal of all of the outstanding Securities, plus all accrued and unpaid
interest, if any, to the date the Securities become due and payable, may be
declared due and payable in the manner and with the effect provided in the
Indenture.

16. Trustee Dealings with Issuer.

The Trustee in its individual or any other capacity, may
become the owner or pledgee of Securities and make loans to, accept deposits
from, and perform services for the Issuer or its Affiliates, and may otherwise
deal with the Issuer or its Affiliates, as if it were not Trustee.

17. No Recourse Against Others.

A director, officer, employee, incorporator, limited or
general partner or stockholder, as such, of the Issuer or any Subsidiary
Guarantor shall not have any liability for any obligations of the Issuer or any
Subsidiary Guarantor under the Securities, any Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Security by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Securities.

18. Authentication.

This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

<PAGE> 112

A-7

19. Abbreviations.

Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

20. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

21. Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE, THIS SECURITY AND ANY SUBSIDIARY GUARANTEE WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

22. Subsidiary Guarantees.

This Security may after the date hereof be entitled to
certain Subsidiary Guarantees made for the benefit of the Holders. Reference is
hereby made to the Indenture for the terms of any Subsidiary Guarantee
(including any terms of subordination of such Subsidiary Guarantee that may
apply).

The Issuer will furnish to any Holder of record of Securities
upon written request and without charge a copy of the Indenture.

<PAGE> 113

A-8

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the
form below and have your signature guaranteed:

I or we assign and transfer this Security to:

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
(Print or type name, address and zip code and
social security or tax ID number of assignee)

and irrevocably appoint ,
--------------------------------------------------------
agent to transfer this Security on the books of the Issuer. The agent may
substitute another to act for him.

Dated: Signed:
-------------- -------------------------------------
(Sign exactly as your
name appears on the
other side of this
Security)

Signature Guarantee:*
-----------------------------------------------------------

- -----------------------------
* Signature must be guaranteed by a member of the Medallion Signature
Program.

<PAGE> 114

A-9

OPTION OF HOLDER TO ELECT PURCHASE

If you the Holder want to elect to have this Security purchased by the Issuer,
check the box:
[ ]

If you want to elect to have only part of this Security purchased by the Issuer,
state the amount: $
---------

Dated: Your signature:
--------- -------------------------------------
(Sign exactly as your
name appears on the
other side of this
Security)

Signature Guarantee:*
----------------------------------------------------------

- ---------------------
* Signature must be guaranteed by a member of the Medallion Signature
Program.

<PAGE> 115

EXHIBIT B

[FORM OF SUBSIDIARY GUARANTEE]

SENIOR SUBORDINATED GUARANTEE

The Subsidiary Guarantors (as defined in the Indenture
referred to in the Security upon which this notation is endorsed) hereby,
jointly and severally, unconditionally guarantee on a senior subordinated basis
(such guarantee by each Subsidiary Guarantor being referred to herein as the
"Subsidiary Guarantee") the due and punctual payment of the principal of,
premium, if any, and interest on the Securities, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal, premium and interest, if any, on the Securities, and the due
and punctual performance of all other obligations of the Issuer to the Holders
or the Trustee, all in accordance with the terms set forth in Article Eleven of
the Indenture.

The obligations of each Subsidiary Guarantor to the Holders
of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth, and are expressly subordinated and subject
in right of payment to the prior payment in full of all Senior Guarantor
Indebtedness of such Subsidiary Guarantor, to the extent and in the manner
provided, in Article Twelve of the Indenture, and reference is hereby made to
such Indenture for the precise terms of the Subsidiary Guarantee therein made.

This Subsidiary Guarantee shall be governed by and construed
in accordance with the laws of the State of New York without regard to
principles of conflicts of law.

This Subsidiary Guarantee is subject to release upon the
terms set forth in the Indenture.

[Subsidiary Guarantor]

By:
--------------------------------
Name:
Title:

<PAGE> 116

EXHIBIT C

FORM OF LEGENDS FOR SECURITIES

Any Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY
BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Any Global Security which represents the Initial Securities (and all
Securities issued in substitution thereof) shall bear a legend in substantially
the following form:

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (2)
AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE

<PAGE> 117

WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144
UNDER THE SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
SECURITY) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE
RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR AS LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE ISSUER, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR
SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO
CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

<PAGE> 118

SCHEDULE OF EXCHANGES

The following exchanges of a part of this Global Security for
Physical Securities have been made:

<TABLE>
<S> <C> <C> <C> <C>
Principal Amount Signature of
Amount of Amount of of this Global authorized
decrease in increase Security officer of
Principal Amount in Principal following such Trustee or
Date of of this Global Amount of this decrease Securities
Exchange Security Global Security (or increase) Custodian
- -------- -------- --------------- ------------- ---------
</TABLE>

<PAGE> 119

APPENDIX

Subsidiary Guarantors

Classic Cable Holding, Inc.
Ponca Holdings, Inc.
Classic Telephone, Inc.
Universal Cable Holdings, Inc.
Universal Cable Communications Inc.
Universal Cable of Beaver, Oklahoma, Inc.
Universal Cable Midwest, Inc.
WT Acquisition Corporation
W.K. Communications, Inc.
Television Enterprises, Inc.
Black Creek Communications, L.P.
Black Creek Management, L.L.C.
<PAGE> 120

[FORM OF SECURITY]
(Face of Security)
EXHIBIT A
CUSIP No. 18272NAB8

CLASSIC CABLE, INC.
----------------------------------

9 7/8% SENIOR SUBORDINATED NOTE DUE 2008

No. 1 $125,000,000

Interest Payment Dates: February 1 and August 1, commencing February 1, 1999

Record Dates: January 15 or July 15

Reference is hereby made to the further provisions on this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

IN WITNESS WHEREOF, Classic Cable, Inc. has caused this instrument to
be signed manually or by facsimile by a duly authorized officers.

Dated: July 29, 1998

CLASSIC CABLE, INC., as Issuer

By: /s/
-----------------------------------
Name: Steven E. Seach
Title: President and Chief
Financial Officer

Certificate of Authentication:

This is one of the 9 7/8% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

Chase Bank of Texas, National Association, as Trustee

<PAGE> 121

By: Date of Authentication: July 29, 1998
---------------------
Authorized Signatory

<PAGE> 122

(Reverse Of Security)

CLASSIC CABLE, INC.

---------------------------------------

9 7/8% Senior Subordinated Note due 2008

1. Interest.

In the event that (i) an exchange offer registration statement under
the Securities Act ("Exchange Offer Registration Statement") is not filed with
the SEC on or prior to 60 days following the July 29, 1998, (ii) the Exchange
Offer Registration Statement is not declared effective on or prior to 120 days
following the July 29, 1998 or (iii) the Exchange Offer is not consummated on or
prior to 150 days following the July 29, 1998, the interest rate borne by the
Securities shall be increased by one-quarter of one percent per annum (a)
following such 60-day period in the case of (i) above, (b) following such
120-day period in the case of (ii) above, (c) following such 150-day period in
the case of (iii) above and (d) following each such subsequent 90-day period in
the case of clauses (i), (ii) and (iii) above; provided that the aggregate
increase in such interest rate will in no event exceed one percent per annum.
Upon (x) the filing of the Exchange Offer Registration Statement in the case of
clause (i) above, (y) the effectiveness of the Exchange Offer Registration
Statement in the case of clause (ii) above or (z) the day before the date of the
consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement as the case may be, in the case of clause (iii) above,
the interest rate borne by the Securities from the date of such filing,
effectiveness or day before the date of the consummation, as the case may be,
will be reduced by the corresponding amount of any such increases pursuant to
clauses (a), (b), (c) and (d) above.

2. Method of Payment.

The interest payable on the Securities, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose

<PAGE> 123

name this Security is registered at the close of business on the regular record
date, which shall be the January 15 or July 15 (whether or not a Business Day)
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for, and any interest payable on such defaulted interest
(to the extent lawful), will forthwith cease to be payable to the Holder on such
regular record date and shall be paid to the person in whose name this Security
is registered at the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Issuer, notice of which shall be
given to Holders not less than 15 days prior to such special record date.
Payment of the principal of and interest on this Security will be made at the
agency of the Issuer maintained for that purpose in New York, New York and at
any other office or agency maintained by the Issuer for such purpose, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at
the option of the Issuer payment of interest may be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
Security register.

3. Paying Agent and Registrar.

4. Indenture.

This Security is one of a duly authorized issue of Securities
of the Issuer, designated as its 9 7/8% Senior Subordinated Notes due 2008 (the
"Securities"), limited in aggregate principal amount to $125,000,000 (except for
Securities issued in substitution for destroyed, lost or stolen Securities)
issuable under an indenture dated as of July 29, 1998 (the "Indenture"), among
the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the
Securities include those stated in the Indenture and those required to be made
part of the Indenture by the Trust Indenture Act of 1939 (the "Act") (15 U.S.
Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture and the
date the Indenture is qualified under the Act. The Securities are subject to all
such terms, and Holders of Securities are referred to the Indenture and the Act
for a statement of them. Each Securityholder, by accepting a Security, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may be
amended from time to time.

Capitalized terms contained in this Security to the extent not
defined herein shall have the meanings assigned to them in the Indenture.

<PAGE> 124

5. Optional Redemption.

(a) The Securities are not redeemable prior to August 1,
2003,except as provided in clause (b) or (c) below of this paragraph 5. On and
after such date, the Securities may be redeemed at any time, in whole or in
part, at the option of the Issuer, at redemption prices (expressed as
percentages of the principal amount) set forth below, if redeemed during the
12-month period beginning August 1 of the year indicated below, in each case
together with interest accrued and unpaid to but excluding the date fixed for
redemption:
<TABLE>
<CAPTION>
Year Percentage
<S> <C>
2003.......................................................... 104.938%
2004.......................................................... 103.292%
2005.......................................................... 101.646%
2006 and thereafter........................................... 100.000%
</TABLE>

(b) At any time prior to August 1, 2001, the Issuer may
redeem up to 35% of the principal amount of original principal amount of the
Securities with the Net Cash Proceeds of one or more Equity Offerings of the
Issuer or CCI or of a Strategic Equity Investment, at a redemption price in cash
equal to (expressed as a percentage of the principal amount) 109.875% of the
principal amount thereof, plus accrued and unpaid interest to the date fixed for
redemption; provided, however, that at least 65% in aggregate principal amount
of the Securities originally issued remains outstanding immediately after any
such redemption (excluding any Securities owned by the Issuer or any of its
Affiliates). Any such redemption pursuant to this paragraph will be required to
occur within 45 days following the closing of any such Equity Offering or
Strategic Equity Investment.

(c) Upon the occurrence of a Change of Control, the
Issuer may redeem all, but not less than all, the Securities in cash, at a
redemption price equal to the principal amount thereof plus accrued and unpaid
interest to the date of redemption plus the Applicable Premium. Notice of
redemption of the Securities pursuant to this paragraph shall be mailed to
holders of the Securities not more than 30 days following the occurrence of a
Change of Control. The Issuer may not redeem Securities pursuant to this
paragraph if it has made a Change of Control Offer with respect to such Change
of Control.

6. Notice of Redemption.

Notice of redemption will be mailed by first-class mail at
least 30 and not less than 60 days before the redemption date to each Holder of
Securities to be redeemed at the address appearing in the register of Securities
maintained by the Registrar. Securities in denominations larger than $1,000 may
be redeemed in part. On and after the redemption date, interest ceases to accrue
on those Securities or portion of them called for redemption.

<PAGE> 125

7. Purchase upon Occurrence of a
Change of Control.

8. Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Securities
selected for redemption.

9. Persons Deemed Owners.

The registered Holder of a Security may be treated as the
owner of it for all purposes.

10. Unclaimed Funds.

If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee or Paying Agent will repay the funds to the
Issuer at its request. After such repayment Holders of Securities entitled to
such funds must look to the Issuer for payment unless an abandoned property law
designates another person.

11. Discharge Prior to Redemption or Maturity.

12. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities, and any past default
or compliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the outstanding Securities. Without notice
to or the consent of any Holder, the Issuer, any Subsidiary Guarantors and the
Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, or to make any change that does not
materially and adversely affect the rights of any Holder of Securities.

<PAGE> 126

13. Restrictive Covenants.

The Securities are general unsecured Senior Subordinated
Indebtedness of the Issuer limited to the aggregate principal amount of
$125,000,000. The Indenture restricts, among other things, the ability of the
Issuer or any of its Restricted Subsidiaries to permit any Liens to be imposed
on their assets, to make certain payments and investments, limits the
Indebtedness which the Issuer and its Restricted Subsidiaries may incur and
limits the terms on which the Issuer and its Restricted Subsidiaries may engage
in Asset Sales. The Issuer is also obligated under certain circumstances to make
an offer to purchase Securities with the net cash proceeds of certain Asset
Sales. The Issuer must report annually to the Trustee on compliance with certain
covenants in the Indenture.

14. Successor Corporation.

Pursuant to the Indenture, the ability of the Issuer to
consolidate with, merge with or into or transfer its assets to another person is
conditioned upon certain requirements, including certain financial requirements
applicable to the surviving Person.

15. Defaults and Remedies.

16. Trustee Dealings with Issuer.

17. No Recourse Against Others.

A director, officer, employee, incorporator, limited or
general partner or stockholder, as such, of the Issuer or any Subsidiary
Guarantor shall not have any liability for any obligations of the Issuer or any
Subsidiary Guarantor under the Securities, any Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

18. Authentication.

This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

<PAGE> 127

19. Abbreviations.

Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

20. CUSIP Numbers.

21. Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE, THIS SECURITY AND ANY SUBSIDIARY GUARANTEE WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

22. Subsidiary Guarantees.

This Security may after the date hereof be entitled to certain
Subsidiary Guarantees made for the benefit of the Holders. Reference is hereby
made to the Indenture for the terms of any Subsidiary Guarantee (including any
terms of subordination of such Subsidiary Guarantee that may apply).

The Issuer will furnish to any Holder of record of Securities
upon written request and without charge a copy of the Indenture.

<PAGE> 128

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the
form below and have your signature guaranteed:

I or we assign and transfer this Security to:

- -------------------------------------------------------------------------------

(Print or type name, address and zip code and
social security or tax ID number of assignee)

and irrevocably appoint
-------------------------------------------------------
agent to transfer this Security on the books of the Issuer. The agent may
substitute another to act for him.

Dated: Signed:
----------- ------------------------------------
(Sign exactly as your
name appears on the
other side of this
Security)

Signature Guarantee:(1)
----------------------------------------------------------

- ------------------------
(1) Signature must be guaranteed by a member of the Medallion Signature
Program.

<PAGE> 1
EXHIBIT 4.2

[FORM OF SECURITY]
(Face of Security)
EXHIBIT A
CUSIP No. 18272NAB8

CLASSIC CABLE, INC.
----------------------------------

9 7/8% SENIOR SUBORDINATED NOTE DUE 2008

No. 1 $125,000,000

Interest Payment Dates: February 1 and August 1, commencing February 1, 1999

Record Dates: January 15 or July 15

Reference is hereby made to the further provisions on this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

IN WITNESS WHEREOF, Classic Cable, Inc. has caused this instrument to
be signed manually or by facsimile by a duly authorized officers.

Dated: July 29, 1998

CLASSIC CABLE, INC., as Issuer

By: /s/
-----------------------------------
Name: Steven E. Seach
Title: President and Chief
Financial Officer

Certificate of Authentication:

This is one of the 9 7/8% Senior Subordinated Notes due 2008
referred to in the within-mentioned Indenture.

Chase Bank of Texas, National Association, as Trustee

<PAGE> 2

By: Date of Authentication: July 29, 1998
---------------------
Authorized Signatory

<PAGE> 3

(Reverse Of Security)

CLASSIC CABLE, INC.

---------------------------------------

9 7/8% Senior Subordinated Note due 2008

1. Interest.

In the event that (i) an exchange offer registration statement under
the Securities Act ("Exchange Offer Registration Statement") is not filed with
the SEC on or prior to 60 days following the July 29, 1998, (ii) the Exchange
Offer Registration Statement is not declared effective on or prior to 120 days
following the July 29, 1998 or (iii) the Exchange Offer is not consummated on or
prior to 150 days following the July 29, 1998, the interest rate borne by the
Securities shall be increased by one-quarter of one percent per annum (a)
following such 60-day period in the case of (i) above, (b) following such
120-day period in the case of (ii) above, (c) following such 150-day period in
the case of (iii) above and (d) following each such subsequent 90-day period in
the case of clauses (i), (ii) and (iii) above; provided that the aggregate
increase in such interest rate will in no event exceed one percent per annum.
Upon (x) the filing of the Exchange Offer Registration Statement in the case of
clause (i) above, (y) the effectiveness of the Exchange Offer Registration
Statement in the case of clause (ii) above or (z) the day before the date of the
consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement as the case may be, in the case of clause (iii) above,
the interest rate borne by the Securities from the date of such filing,
effectiveness or day before the date of the consummation, as the case may be,
will be reduced by the corresponding amount of any such increases pursuant to
clauses (a), (b), (c) and (d) above.

2. Method of Payment.

The interest payable on the Securities, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose

<PAGE> 4

3. Paying Agent and Registrar.

4. Indenture.

This Security is one of a duly authorized issue of Securities
of the Issuer, designated as its 9 7/8% Senior Subordinated Notes due 2008 (the
"Securities"), limited in aggregate principal amount to $125,000,000 (except for
Securities issued in substitution for destroyed, lost or stolen Securities)
issuable under an indenture dated as of July 29, 1998 (the "Indenture"), among
the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the
Securities include those stated in the Indenture and those required to be made
part of the Indenture by the Trust Indenture Act of 1939 (the "Act") (15 U.S.
Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture and the
date the Indenture is qualified under the Act. The Securities are subject to all
such terms, and Holders of Securities are referred to the Indenture and the Act
for a statement of them. Each Securityholder, by accepting a Security, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may be
amended from time to time.

Capitalized terms contained in this Security to the extent not
defined herein shall have the meanings assigned to them in the Indenture.

<PAGE> 5

5. Optional Redemption.

(b) At any time prior to August 1, 2001, the Issuer may
redeem up to 35% of the principal amount of original principal amount of the
Securities with the Net Cash Proceeds of one or more Equity Offerings of the
Issuer or CCI or of a Strategic Equity Investment, at a redemption price in cash
equal to (expressed as a percentage of the principal amount) 109.875% of the
principal amount thereof, plus accrued and unpaid interest to the date fixed for
redemption; provided, however, that at least 65% in aggregate principal amount
of the Securities originally issued remains outstanding immediately after any
such redemption (excluding any Securities owned by the Issuer or any of its
Affiliates). Any such redemption pursuant to this paragraph will be required to
occur within 45 days following the closing of any such Equity Offering or
Strategic Equity Investment.

(c) Upon the occurrence of a Change of Control, the
Issuer may redeem all, but not less than all, the Securities in cash, at a
redemption price equal to the principal amount thereof plus accrued and unpaid
interest to the date of redemption plus the Applicable Premium. Notice of
redemption of the Securities pursuant to this paragraph shall be mailed to
holders of the Securities not more than 30 days following the occurrence of a
Change of Control. The Issuer may not redeem Securities pursuant to this
paragraph if it has made a Change of Control Offer with respect to such Change
of Control.

6. Notice of Redemption.

Notice of redemption will be mailed by first-class mail at
least 30 and not less than 60 days before the redemption date to each Holder of
Securities to be redeemed at the address appearing in the register of Securities
maintained by the Registrar. Securities in denominations larger than $1,000 may
be redeemed in part. On and after the redemption date, interest ceases to accrue
on those Securities or portion of them called for redemption.

<PAGE> 6

7. Purchase upon Occurrence of a
Change of Control.

8. Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Securities
selected for redemption.

9. Persons Deemed Owners.

The registered Holder of a Security may be treated as the
owner of it for all purposes.

10. Unclaimed Funds.

If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee or Paying Agent will repay the funds to the
Issuer at its request. After such repayment Holders of Securities entitled to
such funds must look to the Issuer for payment unless an abandoned property law
designates another person.

11. Discharge Prior to Redemption or Maturity.

12. Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the outstanding Securities, and any past default
or compliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the outstanding Securities. Without notice
to or the consent of any Holder, the Issuer, any Subsidiary Guarantors and the
Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, or to make any change that does not
materially and adversely affect the rights of any Holder of Securities.

<PAGE> 7

13. Restrictive Covenants.

The Securities are general unsecured Senior Subordinated
Indebtedness of the Issuer limited to the aggregate principal amount of
$125,000,000. The Indenture restricts, among other things, the ability of the
Issuer or any of its Restricted Subsidiaries to permit any Liens to be imposed
on their assets, to make certain payments and investments, limits the
Indebtedness which the Issuer and its Restricted Subsidiaries may incur and
limits the terms on which the Issuer and its Restricted Subsidiaries may engage
in Asset Sales. The Issuer is also obligated under certain circumstances to make
an offer to purchase Securities with the net cash proceeds of certain Asset
Sales. The Issuer must report annually to the Trustee on compliance with certain
covenants in the Indenture.

14. Successor Corporation.

Pursuant to the Indenture, the ability of the Issuer to
consolidate with, merge with or into or transfer its assets to another person is
conditioned upon certain requirements, including certain financial requirements
applicable to the surviving Person.

15. Defaults and Remedies.

16. Trustee Dealings with Issuer.

17. No Recourse Against Others.

A director, officer, employee, incorporator, limited or
general partner or stockholder, as such, of the Issuer or any Subsidiary
Guarantor shall not have any liability for any obligations of the Issuer or any
Subsidiary Guarantor under the Securities, any Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Security by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

18. Authentication.

This Security shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Security.

<PAGE> 8

19. Abbreviations.

Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

20. CUSIP Numbers.

21. Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE
INDENTURE, THIS SECURITY AND ANY SUBSIDIARY GUARANTEE WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

22. Subsidiary Guarantees.

This Security may after the date hereof be entitled to certain
Subsidiary Guarantees made for the benefit of the Holders. Reference is hereby
made to the Indenture for the terms of any Subsidiary Guarantee (including any
terms of subordination of such Subsidiary Guarantee that may apply).

The Issuer will furnish to any Holder of record of Securities
upon written request and without charge a copy of the Indenture.

<PAGE> 9

ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the
form below and have your signature guaranteed:

I or we assign and transfer this Security to:

- -------------------------------------------------------------------------------

(Print or type name, address and zip code and
social security or tax ID number of assignee)

and irrevocably appoint
-------------------------------------------------------
agent to transfer this Security on the books of the Issuer. The agent may
substitute another to act for him.

Dated: Signed:
----------- ------------------------------------
(Sign exactly as your
name appears on the
other side of this
Security)

Signature Guarantee:(1)
----------------------------------------------------------

- ------------------------
(1) Signature must be guaranteed by a member of the Medallion Signature
Program.

<PAGE> 1
EXHIBIT 4.3

--------------------------------

REGISTRATION RIGHTS AGREEMENT

Dated as of July 29, 1998

among

Classic Cable, Inc.

and

Merrill Lynch, Pierce, Fenner & Smith
Incorporated,

and

Goldman, Sachs & Co.

--------------------------------

<PAGE> 2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the "Agreement") is made and
entered into this 29th day of July, 1998, among Classic Cable, Inc., a Delaware
corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Goldman, Sachs & Co. (collectively, the "Initial Purchasers").

This Agreement is made pursuant to the Purchase Agreement, dated July
21, 1998, among the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of $125 million principal amount of the Company's
9 7/8% Senior Subordinated Notes due 2008 (the "Securities"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

"1933 Act" shall mean the Securities Act of 1933, as amended from time
to time.

"1934 Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

"Closing Date" shall mean the Closing Time as defined in the Purchase
Agreement.

"Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

"Depositary" shall mean The Depository Trust Company, or any other
depositary appointed by the Company, provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

"Exchange Offer" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

"Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2.1 hereof.

<PAGE> 3

"Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

"Exchange Period" shall have the meaning set forth in Section 2.1
hereof.

"Exchange Securities" shall mean the 9 7/8% Senior Subordinated Notes
due 2008, Series B issued by the Company under the Indenture containing terms
identical to the Securities in all material respects (except for references to
certain interest rate provisions, restrictions on transfers and restrictive
legends), to be offered to Holders of Securities in exchange for Registrable
Securities pursuant to the Exchange Offer.

"Holder" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker-Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

"Indenture" shall mean the Indenture relating to the Securities, dated
as of July 29, 1998, between the Company and Chase Bank of Texas, N.A., as
trustee, as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof.

"Initial Purchaser" or "Initial Purchasers" shall have the meaning set
forth in the preamble.

"Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Outstanding (as defined in the Indenture)
Registrable Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company and other obligors on the
Securities or any Affiliate (as defined in the Indenture) of the Company shall
be disregarded in determining whether such consent or approval was given by the
Holders of such required percentage amount.

"Participating Broker-Dealer" shall mean any of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Goldman, Sachs & Co. and any other broker-dealer
which makes a market in the Securities and exchanges Registrable Securities in
the Exchange Offer for Exchange Securities.

"Person" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

"Private Exchange" shall have the meaning set forth in Section 2.1
hereof.

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<PAGE> 4

"Private Exchange Securities" shall have the meaning set forth in
Section 2.1 hereof.

"Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

"Purchase Agreement" shall have the meaning set forth in the preamble.

"Registrable Securities" shall mean the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have been
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule 144 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding, as defined in the Indenture, or (iv) the Exchange
Offer is consummated (except in the case of Securities purchased from the
Company and continued to be held by the Initial Purchasers).

"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company with this Agreement, including
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws and compliance with the rules of the NASD (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection
with blue sky qualification of any of the Exchange Securities or Registrable
Securities and any filings with the NASD), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any amendments or supplements
thereto, any underwriting agreements, securities sales agreements and other
documents relating to the performance of and compliance with this Agreement,
(iv) all fees and expenses incurred in connection with the listing, if any, of
any of the Registrable Securities on any securities exchange or exchanges, (v)
all rating agency fees, (vi) the fees and disbursements of counsel for the
Company and of the independent public accountants of the Company, including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance, (vii) the fees and expenses of the Trustee,
and any escrow agent or custodian, (viii) the reasonable fees and expenses of
the Initial Purchasers in connection with the Exchange Offer, including the
reasonable fees and expenses of counsel to the Initial Purchasers in connection
therewith, (ix) the reasonable fees and disbursements of Dow, Lohnes &
Albertson, PLLC, special counsel representing the Holders of Registrable
Securities and (x) any fees and disbursements of the

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<PAGE> 5

underwriters customarily required to be paid by issuers or sellers of securities
and the fees and expenses of any special experts retained by the Company in
connection with any Registration Statement, but excluding underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition
of Registrable Securities by a Holder.

"Registration Statement" shall mean any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

"SEC" shall mean the Securities and Exchange Commission or any
successor agency or government body performing the functions currently performed
by the United States Securities and Exchange Commission.

"Shelf Registration" shall mean a registration effected pursuant to
Section 2.2 hereof.

"Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company filed pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Registrable Securities or all of the Private
Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

"Trustee" shall mean the trustee with respect to the Securities under
the Indenture.

2. Registration Under the 1933 Act.

2.1 Exchange Offer. The Company shall, for the benefit of the
Holders, at the Company's cost, (A) prepare and, as soon as practicable but not
later than 60 days following the Closing Date, file with the SEC an Exchange
Offer Registration Statement on an appropriate form under the 1933 Act with
respect to a proposed Exchange Offer and the issuance and delivery to the
Holders, in exchange for the Registrable Securities (other than Private Exchange
Securities), of a like principal amount of Exchange Securities, (B) use its best
efforts to cause the Exchange Offer Registration Statement to be declared
effective under the 1933 Act within 120 days of the Closing Date, (C) use its
best efforts to keep the Exchange Offer Registration Statement effective until
the closing of the Exchange Offer and (D) use its best efforts to cause the
Exchange Offer to be consummated not later than 150 days following the Closing
Date. The Exchange Securities will be issued under the Indenture. Upon the
effectiveness of the Exchange Offer Registration Statement, the Company shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder eligible and electing to exchange Registrable
Securities for Exchange Securities (assuming that such Holder (a) is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b)
is not a broker-dealer tendering Registrable Securities acquired directly from

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<PAGE> 6

the Company for its own account, (c) acquired the Exchange Securities in the
ordinary course of such Holder's business and (d) has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities) to transfer such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act and under state securities or blue sky laws.

In connection with the Exchange Offer, the Company shall:

(a) mail as promptly as practicable to each Holder a copy of
the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;

(b) keep the Exchange Offer open for acceptance for a period
of not less than 30 calendar days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law) (such period referred to
herein as the "Exchange Period");

(d) permit Holders to withdraw tendered Registrable Securities
at any time prior to 5:00 p.m. (Eastern Time), on the last business day of the
Exchange Period, by sending to the institution specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Registrable Securities delivered for exchange,
and a statement that such Holder is withdrawing such Holder's election to have
such Securities exchanged;

(e) notify each Holder that any Registrable Security not
tendered will remain outstanding and continue to accrue interest, but will not
retain any rights under this Agreement (except in the case of the Initial
Purchasers and Participating Broker-Dealers as provided herein); and

(f) otherwise comply in all respects with all applicable laws
relating to the Exchange Offer.

If, prior to consummation of the Exchange Offer, the Initial Purchasers
hold any Securities acquired by them and having the status of an unsold
allotment in the initial distribution, the Company upon the request of any
Initial Purchaser shall, simultaneously with the delivery of the Exchange
Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Securities held by such Initial
Purchaser, a like principal amount of debt securities of the Company, that are
identical (except that such securities shall bear appropriate transfer
restrictions) to the Exchange Securities (the "Private Exchange Securities").

The Exchange Securities and the Private Exchange Securities shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt

-5-

<PAGE> 7

from such qualification and shall provide that the Exchange Securities shall not
be subject to the transfer restrictions set forth in the Indenture but that the
Private Exchange Securities shall be subject to such transfer restrictions. The
Indenture or such indenture shall provide that the Exchange Securities, the
Private Exchange Securities and the Securities shall vote and consent together
on all matters as one class and that none of the Exchange Securities, the
Private Exchange Securities or the Securities will have the right to vote or
consent as a separate class on any matter. The Private Exchange Securities shall
be of the same series as and the Company shall use all commercially reasonable
efforts to have the Private Exchange Securities bear the same CUSIP number as
the Exchange Securities. The Company shall not have any liability under this
Agreement solely as a result of such Private Exchange Securities not bearing the
same CUSIP number as the Exchange Securities.

As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Company shall:

(i) accept for exchange all Registrable Securities duly
tendered and not validly withdrawn pursuant to the Exchange Offer in
accordance with the terms of the Exchange Offer Registration Statement
and the letter of transmittal which shall be an exhibit thereto;

(ii) accept for exchange all Securities properly tendered
pursuant to the Private Exchange;

(iii) deliver to the Trustee for cancellation all Registrable
Securities so accepted for exchange; and

(iv) cause the Trustee promptly to authenticate and deliver
Exchange Securities or Private Exchange Securities, as the case may be,
to each Holder of Registrable Securities so accepted for exchange in a
principal amount equal to the principal amount of the Registrable
Securities of such Holder so accepted for exchange.

Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that all Exchange Securities to be received by it shall be
acquired in the ordinary course of its business and that at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Securities and shall have made such other
representations as may be reasonably necessary under applicable SEC rules,
regulations or interpretations to render the use of Form S-4

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<PAGE> 8

or other appropriate form under the 1933 Act available and (iv) that no action
or proceedings shall have been instituted or threatened in any court or by or
before any governmental agency with respect to the Exchange Offer or the Private
Exchange which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer or the
Private Exchange. The Company shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders and otherwise facilitate
the tender of Registrable Securities in the Exchange Offer.

2.2 Shelf Registration. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Company is not permitted to effect the Exchange Offer as contemplated
by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer
Registration Statement is not declared effective within 120 days following the
original issue of the Registrable Securities or the Exchange Offer is not
consummated within 150 days after the original issue of the Registrable
Securities, (iii) upon the request of any of the Initial Purchasers or (iv) if a
Holder is not permitted to participate in the Exchange Offer or does not receive
fully tradeable Exchange Securities pursuant to the Exchange Offer, then in case
of each of clauses (i) through (iv) the Company shall, at its cost:

(a) As promptly as practicable, file with the SEC, and
thereafter shall use its best efforts to cause to be declared effective as
promptly as practicable but no later than 150 days after the original issue of
the Registrable Securities, a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf Registration
Statement.

(b) Use its best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the date the
Shelf Registration Statement is declared effective by the SEC, or for such
shorter period that will terminate when all Registrable Securities covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or cease to be outstanding or otherwise to be Registrable
Securities (the "Effectiveness Period"); provided, however, that the
Effectiveness Period in respect of the Shelf Registration Statement shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise
provided herein.

(c) Notwithstanding any other provisions hereof, use its best
efforts to ensure that (i) any Shelf Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any supplement thereto
complies in all material respects with the 1933 Act and the rules and
regulations thereunder, (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any Prospectus
forming part of any Shelf Registration Statement, and any supplement to

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<PAGE> 9

such Prospectus (as amended or supplemented from time to time), does not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements, in light of the circumstances under
which they were made, not misleading.

The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

2.3 Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

2.4 Effectiveness.

(a) The Company will be deemed not to have used its best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Company voluntarily takes any action that
would, or omits to take any action which omission would, result in any such
Registration Statement not being declared effective or in the Holders of
Registrable Securities covered thereby not being able to exchange or offer and
sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless such action is required by applicable law or the
Initial Purchasers consent in writing to such action or omission.

(b) An Exchange Offer Registration Statement pursuant to
Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to an Exchange Offer
Registration Statement or a Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

2.5 Interest. The Indenture executed in connection with the
Securities will provide that in the event that either (a) the Exchange Offer
Registration Statement is not filed with the Commission on or prior to the 60th
calendar day following the date of original issue of the Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 120th calendar day following the date of original issue of the
Securities or (c) the Exchange Offer is not consummated or a Shelf Registration
Statement is not declared effective, in either case, on or prior to the 150th
calendar day following the date of original issue of the Securities (each such

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<PAGE> 10

event referred to in clauses (a) through (c) above, a "Registration Default"),
the interest rate borne by the Securities shall be increased ("Additional
Interest") by one-quarter of one percent per annum upon the occurrence of each
Registration Default, which rate will increase by one quarter of one percent
each 90-day period that such Additional Interest continues to accrue under any
such circumstance, provided that the maximum aggregate increase in the interest
rate will in no event exceed one percent (1%) per annum. Following the cure of
all Registration Defaults the accrual of Additional Interest will cease and the
interest rate will revert to the original rate.

If the Shelf Registration Statement is unusable by the Holders for any
reason, and the aggregate number of days in any consecutive twelve-month period
for which the Shelf Registration Statement shall not be usable exceeds 30 days
in the aggregate, then the interest rate borne by the Securities will be
increased by 0.25% per annum of the principal amount of the Securities for the
first 90-day period (or portion thereof) beginning on the 31st such date that
such Shelf Registration Statement ceases to be usable, which rate shall be
increased by an additional 0.25% per annum of the principal amount of the
Securities at the beginning of each subsequent 90-day period, provided that the
maximum aggregate increase in the interest rate will in no event exceed one
percent (1%) per annum. Any amounts payable under this paragraph shall also be
deemed "Additional Interest" for purposes of this Agreement. Upon the Shelf
Registration Statement once again becoming usable, the interest rate borne by
the Securities will be reduced to the original interest rate if the Company is
otherwise in compliance with this Agreement at such time. Additional Interest
shall be computed based on the actual number of days elapsed in each 90-day
period in which the Shelf Registration Statement is unusable.

The Company shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an "Event Date"). Additional Interest shall be
paid by depositing with the Trustee, in trust, for the benefit of the Holders of
Registrable Securities, on or before the applicable semiannual interest payment
date, immediately available funds in sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable on each interest
payment date to the record Holder of Securities entitled to receive the interest
payment to be paid on such date as set forth in the Indenture. Each obligation
to pay Additional Interest shall be deemed to accrue from and including the date
following the applicable Event Date.

3. Registration Procedures.

In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

(a) prepare and file with the SEC a Registration Statement, within the
relevant time period specified in Section 2, on the appropriate form under the
1933 Act, which form (i) shall be selected by the Company, (ii) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable
Securities by the selling Holders thereof, (iii) shall comply as to form in all
material respects with the requirements of the applicable form and include or
incorporate by reference all

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<PAGE> 11

financial statements required by the SEC to be filed therewith or incorporated
by reference therein, and (iv) shall comply in all respects with the
requirements of Regulation S-T under the 1933 Act, and use its best efforts to
cause such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

(b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of
the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof
(including sales by any Participating Broker-Dealer);

(c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advising such Holders that the distribution of Registrable Securities
will be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities in connection with the offering and sale of
the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

(d) use its best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement and each underwriter of an underwritten offering of Registrable
Securities shall reasonably request by the time the applicable Registration
Statement is declared effective by the SEC, and do any and all other acts and
things which may be reasonably necessary or advisable to enable each such Holder
and underwriter to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however, that the Company
shall not be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), or (ii) take any action which would subject
it to general service of process or taxation in any such jurisdiction where it
is not then so subject;

(e) notify promptly each Holder of Registrable Securities under a Shelf
Registration or any Participating Broker-Dealer who has notified the Company
that it is utilizing the Exchange Offer

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<PAGE> 12

Registration Statement as provided in paragraph (f) below and, if requested by
such Holder or Participating Broker-Dealer, confirm such advice in writing
promptly (i) when a Registration Statement has become effective and when any
post-effective amendments and supplements thereto become effective, (ii) of any
request by the SEC or any state securities authority for post-effective
amendments and supplements to a Registration Statement and Prospectus or for
additional information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the initiation
of any proceedings for that purpose, (iv) in the case of a Shelf Registration,
if, between the effective date of a Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the representations and
warranties of the Company contained in any underwriting agreement, securities
sales agreement or other similar agreement, if any, relating to the offering
cease to be true and correct in all material respects, (v) of the happening of
any event or the discovery of any facts during the period a Shelf Registration
Statement is effective which makes any statement made in such Registration
Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or Prospectus
in order to make the statements therein not misleading, (vi) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities or the Exchange Securities, as the
case may be, for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose and (vii) of any determination by the Company
that a post-effective amendment to such Registration Statement would be
appropriate;

(f) (A) in the case of the Exchange Offer Registration Statement (i)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to Merrill Lynch on
behalf of the Participating Broker-Dealers, and which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that holds
Registrable Securities acquired for its own account as a result of market-making
activities or other trading activities and that will be the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the reasonable judgment of Merrill Lynch on behalf of
the Participating Broker-Dealers and its counsel, represent the prevailing views
of the staff of the SEC, including a statement that any such broker-dealer who
receives Exchange Securities for Registrable Securities pursuant to the Exchange
Offer may be deemed a statutory underwriter and must deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such
Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has
delivered to the Company the notice referred to in Section 3(e), without charge,
as many copies of each prospectus included in the Exchange Offer Registration
Statement, including any preliminary prospectus, and any amendment or supplement
thereto, as such Participating Broker-Dealer may reasonably request, (iii)
hereby consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any Person
subject to the prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Securities covered by the Prospectus or any amendment or supplement
thereto, and (iv) include in

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<PAGE> 13

the transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (x) the following
provision:

"If the exchange offeree is a broker-dealer holding
Registrable Securities acquired for its own account as a
result of market-making activities or other trading
activities, it will deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of
Exchange Securities received in respect of such Registrable
Securities pursuant to the Exchange Offer;" and

(y) a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act; and

(B) in the case of any Exchange Offer Registration Statement, the
Company agrees to deliver to the Initial Purchasers on behalf of the
Participating Broker-Dealers upon the effectiveness of the Exchange Offer
Registration Statement (i) an opinion of counsel or opinions of counsel
substantially in the form attached hereto as Exhibit A, and (ii) officers'
certificates substantially in the form customarily delivered in a public
offering of debt securities.

(g) (i) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish the
special counsel representing the Holders of Registrable Securities copies of any
comment letters received from the SEC or any other request by the SEC or any
state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;

(h) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment;

(i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested);

(j) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends; and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Registrable Securities;

(k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Sections 3(e)(v)
and 3(e)(vi) hereof, as promptly as practicable

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<PAGE> 14

after the occurrence of such an event, use its best efforts to prepare a
supplement or post-effective amendment to the Registration Statement or the
related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities or Participating Broker-Dealers, such Prospectus will
not contain at the time of such delivery any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or will
remain so qualified. At such time as such public disclosure is otherwise made or
the Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such number of copies of the Prospectus as amended or
supplemented, as such Holder may reasonably request;

(l) in the case of a Shelf Registration, a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers on behalf of such Holders; and make
representatives of the Company as shall be reasonably requested by the Holders
of Registrable Securities, or the Initial Purchasers on behalf of such Holders,
available for discussion of such document;

(m) obtain a CUSIP number for all Exchange Securities, Private Exchange
Securities or Registrable Securities, as the case may be, not later than the
effective date of a Registration Statement, and provide the Trustee with printed
certificates for the Exchange Securities, Private Exchange Securities or the
Registrable Securities, as the case may be, in a form eligible for deposit with
the Depositary;

(n) (i) cause the Indenture to be qualified under the TIA in connection
with the registration of the Exchange Securities or Registrable Securities, as
the case may be, (ii) cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to be so qualified
in accordance with the terms of the TIA and (iii) execute, and use its best
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely manner;

(o) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration:

(i) make such representations and warranties to the Holders of
such Registrable Securities and the underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters
in similar underwritten offerings as may be reasonably requested by
them;

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<PAGE> 15

(ii) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters, if any,
and the holders of a majority in principal amount of the Registrable
Securities being sold) addressed to each selling Holder and the
underwriters, if any, covering the matters customarily covered in
opinions requested in sales of securities or underwritten offerings and
such other matters as may be reasonably requested by such Holders and
underwriters;

(iii) obtain "cold comfort" letters and updates thereof from
the Company's independent certified public accountants (and, if
necessary, any other independent certified public accountants of any
subsidiary of the Company or of any business acquired by the Company
for which financial statements are, or are required to be, included in
the Registration Statement) addressed to the underwriters, if any, and
use reasonable efforts to have such letter addressed to the selling
Holders of Registrable Securities (to the extent consistent with
Statement on Auditing Standards No. 72 of the American Institute of
Certified Public Accounts), such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort"
letters to underwriters in connection with similar underwritten
offerings;

(iv) enter into a securities sales agreement with the Holders
and an agent of the Holders providing for, among other things, the
appointment of such agent for the selling Holders for the purpose of
soliciting purchasers of Registrable Securities, which agreement shall
be in form, substance and scope customary for similar offerings;

(v) if an underwriting agreement is entered into, cause the
same to set forth indemnification provisions and procedures
substantially equivalent to the indemnification provisions and
procedures set forth in Section 4 hereof with respect to the
underwriters and all other parties to be indemnified pursuant to said
Section or, at the request of any underwriters, in the form customarily
provided to such underwriters in similar types of transactions; and

(vi) deliver such documents and certificates as may be
reasonably requested and as are customarily delivered in similar
offerings to the Holders of a majority in principal amount of the
Registrable Securities being sold and the managing underwriters, if
any.

The above shall be done at (i) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (ii) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

(p) in the case of a Shelf Registration or if a Prospectus is required
to be delivered by any Participating Broker-Dealer in the case of an Exchange
Offer, make available for inspection by representatives of the Holders of the
Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and
any

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<PAGE> 16

counsel or accountant retained by any of the foregoing, all financial and other
records, pertinent corporate documents and properties of the Company reasonably
requested by any such persons, and cause the respective officers, directors,
employees, and any other agents of the Company to supply all information
reasonably requested by any such representative, underwriter, special counsel or
accountant in connection with a Registration Statement, and make such
representatives of the Company available for discussion of such documents as
shall be reasonably requested by the Initial Purchasers;

(q) (i) in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to the special
counsel to the Holders of Registrable Securities and make such changes in any
such document prior to the filing thereof as the Initial Purchasers or counsel
to the Holders of Registrable Securities may reasonably request and, except as
otherwise required by applicable law, not file any such document in a form to
which the Initial Purchasers on behalf of the Holders of Registrable Securities
and counsel to the Holders of Registrable Securities shall not have previously
been advised and furnished a copy of or to which the Initial Purchasers on
behalf of the Holders of Registrable Securities or counsel to the Holders of
Registrable Securities shall reasonably object, and make the representatives of
the Company available for discussion of such documents as shall be reasonably
requested by the Initial Purchasers; and

(ii) in the case of a Shelf Registration, a reasonable time
prior to filing any Shelf Registration Statement, any Prospectus forming a part
thereof, any amendment to such Shelf Registration Statement or amendment or
supplement to such Prospectus, provide copies of such document to the Holders of
Registrable Securities, to the Initial Purchasers, to counsel for the Holders
and to the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any, make such changes in any such document prior to
the filing thereof as the Initial Purchasers, the special counsel to the Holders
or the underwriter or underwriters reasonably request and not file any such
document in a form to which the Majority Holders, the Initial Purchasers on
behalf of the Holders of Registrable Securities, to the special counsel for the
Holders of Registrable Securities or any underwriter shall not have previously
been advised and furnished a copy of or to which the Majority Holders, the
Initial Purchasers on behalf of the Holders of Registrable Securities, the
special counsel to the Holders of Registrable Securities or any underwriter
shall reasonably object, and make the representatives of the Company available
for discussion of such document as shall be reasonably requested by the Holders
of Registrable Securities, the Initial Purchasers on behalf of such Holders, the
special counsel for the Holders of Registrable Securities or any underwriter;

(r) in the case of a Shelf Registration, use its best efforts to cause
all Registrable Securities to be listed on any securities exchange on which
similar debt securities issued by the Company are then listed if requested by
the Majority Holders, or if requested by the underwriter or underwriters of an
underwritten offering of Registrable Securities, if any;

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<PAGE> 17

(s) in the case of a Shelf Registration, use its best efforts to cause
the Registrable Securities to be rated by the appropriate rating agencies, if so
requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;

(t) otherwise comply with all applicable rules and regulations of the
SEC and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

(u) cooperate and assist in any filings required to be made with the
NASD and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

(v) upon consummation of an Exchange Offer or a Private Exchange,
obtain a customary opinion of counsel to the Company addressed to the Trustee
for the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or Private Exchange, and which includes an opinion that (i) the
Company has duly authorized, executed and delivered the Exchange Securities
and/or Private Exchange Securities, as applicable, and the related indenture,
and (ii) each of the Exchange Securities and related indenture constitute a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its respective terms (with customary exceptions).

In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 3(k) hereof,
and, if so directed by the Company, such Holder will deliver to the Company (at
its expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

In the event that the Company fails to effect the Exchange Offer or
file any Shelf Registration Statement and maintain the effectiveness of any
Shelf Registration Statement as provided herein, the Company shall not file any
Registration Statement with respect to any securities (within the meaning of
Section 2(1) of the 1933 Act) of the Company other than Registrable Securities.

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<PAGE> 18

If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be acceptable to the Company. No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder's Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

4. Indemnification; Contribution.

(a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment or supplement thereto)
pursuant to which Exchange Securities or Registrable Securities were
registered under the 1933 Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or arising out of any untrue
statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto) or the omission
or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided
that (subject to Section 4(d) below) any such settlement is effected
with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by any
indemnified party), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under subparagraph (i) or (ii) above;

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<PAGE> 19

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Holder or Underwriter expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto).

(b) Each Holder severally, but not jointly, agrees to indemnify and
hold harmless the Company, the Initial Purchasers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure so
to notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it
may have otherwise than on account of this indemnity agreement. Any indemnifying
party may participate at its own expense in the defense of such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgement with respect
to any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

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<PAGE> 20

(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

(e) If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Holders and the
Initial Purchasers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

The relative fault of the Company on the one hand and the Holders and
the Initial Purchasers on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, the Holders or the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

The Company, the Holders and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

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<PAGE> 21

No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The Initial Purchasers' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the principal amount of
Securities set forth opposite their respective names in Schedule A to the
Purchase Agreement and not joint.

5. Miscellaneous.

5.1 Rule 144 and Rule 144A. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the
Company covenants that it will file the reports required to be filed by it under
the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act and it will take such
further action as any Holder of Registrable Securities may reasonably request,
and (c) take such further action that is reasonable in the circumstances, in
each case, to the extent required from time to time to enable such Holder to
sell its Registrable Securities without registration under the 1933 Act within
the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act,
as such Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.

5.2 No Inconsistent Agreements. The Company has not entered
into and the Company will not after the date of this Agreement enter into any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not and will
not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company's other issued and outstanding securities under
any such agreements.

5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the

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<PAGE> 22

written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or departure.

5.4 Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

All such notices and communications shall be deemed to have
been duly given: at the time delivery by hand, if personally delivered; two
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopies; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustee
under the Indenture, at the address specified in such Indenture.

5.5 Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

5.6 Third Party Beneficiaries. The Initial Purchasers (even if
the Initial Purchasers are not Holders of Registrable Securities) shall be third
party beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

-21-

<PAGE> 23

5.7 Specific Enforcement. Without limiting the remedies
available to the Initial Purchasers and the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Sections
2.1 through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's
obligations under Sections 2.1 through 2.4 hereof.

5.8 Restriction on Resales. Until the expiration of two years
after the original issuance of the Securities and the Guarantees, the Company
and the Guarantor will not, and will cause their "affiliates" (as such term is
defined in Rule 144(a)(1) under the 1933 Act) not to, resell any Securities and
Guarantees which are "restricted securities" (as such term is defined under Rule
144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall
immediately upon any purchase of any such Securities and Guarantees submit such
Securities and Guarantees to the Trustee for cancellation.

5.9 Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

5.10 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

5.12 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

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<PAGE> 24

IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

CLASSIC CABLE, INC.

By: /s/ STEVEN E. SEACH
--------------------------------------
Name: Steven E. Seach
---------------------------------
Title: President
--------------------------------

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
GOLDMAN, SACHS & CO.

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By: /s/ TASTRAM E. COLLINS
--------------------------------
Name: Tastram E. Collins
---------------------------
Title: Vice President
--------------------------

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<PAGE> 25

Exhibit A

FORM OF OPINION OF COUNSEL

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Goldman, Sachs & Co.
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1209

Ladies and Gentlemen:

We have acted as counsel for Classic Cable, Inc., a Delaware
corporation (the "Company"), in connection with the sale by the Company to the
Initial Purchasers (as defined below) of $125,000,000 aggregate principal amount
of 9 7/8% Senior Subordinated Notes due 2008 (the "Notes") of the Company
pursuant to the Purchase Agreement dated as of July 21, 1998 (the "Purchase
Agreement") among the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Goldman, Sachs & Co. (collectively, the "Initial Purchasers")
and the filing by the Company of an Exchange Offer Registration Statement (the
"Registration Statement") in connection with an Exchange Offer to be effected
pursuant to the Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of July 29, 1998 between the Company and the Initial
Purchasers. This opinion is furnished to you pursuant to Section 3(f)(B) of the
Registration Rights Agreement. Unless otherwise defined herein, capitalized
terms used in this opinion that are defined in the Registration Rights Agreement
are used herein as so defined.

We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. In rendering this opinion, as to
all matters of fact relevant to this opinion, we have assumed the completeness
and accuracy of, and are relying solely upon, the representations and warranties
of the Company set forth in the Purchase Agreement and the statements set forth
in certificates of public officials and officers of the Company, without making
any independent investigation or inquiry with respect to the completeness or
accuracy of such representations, warranties or statements, other than a review
of the certificate of incorporation, bylaws and relevant minute books of the
Company.

Based on and subject to the foregoing, we are of the opinion that:

1. The Exchange Offer Registration Statement and the
Prospectus (other than the financial statements, notes or schedules thereto and
other financial data and supplemental

<PAGE> 26

schedules included or incorporated by reference therein or omitted therefrom and
the Form T-1, as to which we need express no opinion), comply as to form in all
material respects with the requirements of the 1933 Act and the applicable rules
and regulations promulgated under the 1933 Act.

2. We have participated in the preparation of the Registration
Statement and the Prospectus and in the course thereof have had discussions with
representatives of the Underwriters, officers and other representatives of the
Company and Ernst & Young, LLP, the Company's independent public accountants,
during which the contents of the Registration Statement and the Prospectus were
discussed. We have not, however, independently verified and are not passing
upon, and do not assume any responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration Statement and the
Prospectus. Based on our participation as described above, nothing has come to
our attention that would lead us to believe that the Registration Statement
(except for financial statements and schedules and other financial data included
therein as to which we make no statement) contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus or any amendment or supplement thereto (except for financial
statements and schedules and other financial data included therein, as to which
we make no statement), at the time the Prospectus was issued, at the time any
such amended or supplemented Prospectus was issued or at the Closing Time,
included or includes an untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

This opinion is being furnished to you solely for your benefit in
connection with the transactions contemplated by the Registration Rights
Agreement, and may not be used for any other purpose or relied upon by any
person other than you. Except with our prior written consent, the opinions
herein expressed are not to be used, circulated, quoted or otherwise referred to
in connection with any transactions other than those contemplated by the
Registration Rights Agreement by or to any other person.

Very truly yours,

<PAGE> 1
[WINSTEAD SECHREST & MINICK LETTERHEAD]

September 17, 1998

Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

Gentlemen:

We have acted as counsel to Classic Cable, Inc. (the "Company") in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of $125 million aggregate principal amount of 9 7/8% Senior Subordinated Notes
due 2008 of the Company (the "New Notes") to be offered and issued by the
Company under an Indenture dated as of July 29, 1998 by and among the Company
and Chase Bank of Texas, N.A., as Trustee.

This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage or other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The laws covered by the
opinions expressed herein are limited to the Federal laws of the United States,
the laws of the State of Texas, and the General Corporation Law of the State of
Delaware.

Upon the basis of the foregoing, we are of the opinion that, upon
issuance thereof in the manner described in the Registration Statement the New
Notes will be valid and binding obligations of the Company, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus which is part of the Registration Statement.

Very truly yours,

WINSTEAD SECHREST & MINICK P.C.

By: /S/ CARY FERCHILL
-----------------------------------
Cary Ferchill, Shareholder

<PAGE> 1
EXHIBIT 8.1

WINSTEAD
Suite 800 SECHREST (512) 474-4330
100 Congress Avenue & MINICK Telecopier (512) 370-2850
Austin, Texas 78701 A Professional Corporation
Attorneys & Counselors CARY FERCHILL
DALLAS HOUSTON AUSTIN Direct Dial: (512) 370-2844
MEXICO CITY [email protected]

September 17, 1998

Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

Gentlemen:

We have acted as counsel in connection with the transactions described
in the Registration Statement on Form S- 4 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), on September 17,
1998, by Classic Cable, Inc., a Delaware corporation (the "Company"), and
described in the Company's Offer to Exchange 9 7/8% Senior Subordinated Notes
due 2008 (the "New Notes") for all outstanding 9 7/8% Senior Subordinated
Notes due 2008 (the "Old Notes") set forth in the Prospectus (the "Prospectus")
contained within the Registration Statement. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the
Registration Statement.

Our opinion is based on an examination of the Registration Statement,
the Prospectus, and such other documents, corporate records and materials as we
have deemed necessary or appropriate for the purposes of this opinion. We
assume that all transactions relating to the exchange pursuant to the Exchange
Offer will be carried out in accordance with the terms of the governing
documents without any amendments thereto or waiver of any terms thereof, and
that such documents represent the entire agreement of the parties thereto. We
understand the relevant facts to be as follows:

The Old Notes were originally issued and sold on July 29, 1998 in a
transaction not registered under the Securities Act, in reliance upon the
exemptions provided in Rule 144A and Regulation S under the Securities Act.
Accordingly, the Old Notes are generally subject to substantial transfer
restrictions unless such notes are registered pursuant to the Securities Act or
unless an applicable exemption from the registration requirements of the
Securities Act is available. Pursuant to an Exchange and Registration Rights
Agreement dated as of July 29, 1998 (the "Registration Rights Agreement")
between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman Sachs & Co., as initial purchasers (the "Initial Purchasers"), with
respect to the Old Notes, the Company agreed to file within 60 days of the
original issuance of the Old Notes to the Initial Purchasers (the "Issuance
Date") the registered Exchange Offer pursuant to which holders of the Old Notes
would receive, in exchange, the New Notes, which would be issued without
legends restricting the transfer thereof and use its best efforts to cause such
filing to become effective within 150 days after the Issuance Date. Failure of
the Company to comply with the requirements of the Registration Rights
Agreement results in an increase of one-quarter of one percent per annum in the
interest rate borne by the Old Notes. The New Notes will not be subject to
such provisions. In general, the New Notes will be freely transferable after
the Exchange Offer without further
<PAGE> 2
Classic Communications, Inc.
September 17, 1998
Page 2

registration under the Securities Act. Except as noted above, the terms of the
New Notes are identical to those of the Old Notes.

Based on the foregoing and subject to the assumptions, qualifications
and limitations contained herein, we hereby confirm that the statements set
forth in the Prospectus under the heading "Certain United States Federal Income
Tax Consequences" constitutes our opinion with respect to the material United
States Federal income tax consequences of the exchange pursuant to the Exchange
Offer, and the ownership and disposition of the Old Notes or the New Notes by
holders who hold such notes as capital assets. The possibility exists that
contrary positions may be taken by the Internal Revenue Service and that a
court may agree with such contrary position.

The foregoing opinion is specific to the transactions and the
documents referred to herein, and is based upon the facts known to us as of the
date hereof.

The foregoing opinion is predicated upon the Internal Revenue Code,
the regulations thereunder, the administrative and judicial interpretations of
the Internal Revenue Code and regulations, in each case as in effect on the
date hereof. Any change in applicable law or in any of the facts or other
assumptions upon which we have relied, may adversely affect such opinion.

We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to Classic Cable, Inc.'s Registration
Statement on Form S-4 relating to the exchange of the Old Notes for the New
Notes and to the reference to our firm under the heading "Legal Matters" in the
Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.

Very truly yours,

WINSTEAD SECHREST & MINICK P.C.

By: /S/ CARY FERCHILL
------------------------------------
Cary Ferchill, Shareholder

<PAGE> 1
EXHIBIT 10.1

CLASSIC COMMUNICATIONS, INC.

EMPLOYMENT AGREEMENT

WITH J. MERRITT BELISLE

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of January 31, 1998, but is effective for all purposes as of the Commencement
Date (as hereinafter defined), by and between CLASSIC COMMUNICATIONS, INC., a
Delaware corporation, and CLASSIC CABLE, INC., a Delaware corporation (together,
the "Employer"), and J. MERRITT BELISLE, residing at 3414 Tarlton Lane, Austin,
Texas 78746 (the "Employee").

R E C I T A L S :

The Employer recognizes the important contributions that the Employee
has made to the Company as an officer and key employee, as currently evidenced
by an Employment Agreement, dated as of November 1, 1997 (the "1997 Agreement"),
between Classic Cable, Inc. and Employee.

The Employer wishes to take steps to assure that the Employer will
continue to have the Employee's services available to the Employer and its
subsidiaries, and the Employer and the Employee desire to terminate and replace
the 1997 Agreement.

In consideration for the foregoing, the mutual provisions contained
herein, and for other good and valuable consideration, the parties agree to
amend and restate in its entirety the 1997 Agreement, and agree with each other
as follows:

1. EMPLOYMENT. The Employer hereby employs the Employee, and the
Employee hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.

2. TERM. The term of employment under this Agreement shall commence on
May 26, 1998 (the "Commencement Date") and shall continue through May 25, 1999,
provided, however, that beginning on May 27, 1998, and on each day thereafter,
the term of this Agreement shall be extended by one additional day, unless
either party to this Agreement gives the other written notice of termination of
employment, and further, provided, that upon a Successful Recapitalization (as
defined below), the term "May 25, 1999" above shall be amended to read "May 25,
2000".

3. COMPENSATION; REIMBURSEMENT.

(a) The Employer shall pay to the Employee as compensation for all
services rendered by the Employee during the term of this Agreement a basic
annualized salary of $200,000 per year

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<PAGE> 2

(the "Basic Salary"), or such other amount as the parties may agree on from time
to time, payable in equal monthly installments or in other more frequent
installments, as determined by the Employer. The Board of Directors of the
Employer shall have the right to increase the Employee's compensation from time
to time by action of the Board of Directors. In addition, the Board of Directors
of the Employer, in its discretion, may, with respect to any year during the
term hereof, award a bonus or bonuses to the Employee in addition to the bonuses
provided for in Section 3(b). The compensation provided for in this Section 3(a)
shall be in addition to any pension or profit sharing payments set aside or
allocated for the benefit of the Employee.

(b) In addition to the Basic Salary paid pursuant to Section 3(a), the
Employer may pay as incentive compensation an annual bonus based upon the
Employee's performance, as determined each year by the Board of Directors of the
Employer.

(c) The Employer shall reimburse the Employee for all reasonable
expenses incurred by the Employee in the performance of his duties under this
Agreement; provided, however, that the Employee must furnish to the Employer an
itemized account, satisfactory to the Employer, in substantiation of such
expenditures.

(d) The Employee shall be entitled to continue the use of his current
corporate vehicle and such fringe benefits, including, but not limited to,
medical and insurance benefits, as may be provided from time to time by the
Employer to other senior officers of the Employer.

(e) As soon as possible after the effective date of this Agreement, the
Employer shall adopt a restricted stock award plan pursuant to which stock
awards will be granted for a total of 24,040 shares of the Employer's Common
Stock, or approximately 7.5 percent of the Employer's shares outstanding on the
date hereof, on a fully diluted basis. Restricted stock issued pursuant to such
awards shall be subject to a restriction that the first $38 of distributions,
whether dividends, upon liquidation, or otherwise shall be withheld by the
Employer and distributed to the other holders of Employer's Common Stock. Such
awards shall vest evenly on a monthly basis over three years (1/36 per month)
beginning on the effective date of a Successful Recapitalization (defined
below). Vesting of such awards shall accelerate upon death, disability, or a
Liquidation Event. Previous restricted stock awards made to Employee pursuant to
the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance
of the new awards as provided herein.

(f) In addition to the compensation provided for in this Agreement, the
Employer and the Employee acknowledge that they have previously agreed to the
retention by Employer of Employee (or at Employee's direction, an entity
controlled by the Employee) to provide consulting services for which no
compensation is paid pursuant to this Agreement. Employee (or such entity) is to
receive a transaction fee of $300,000 upon a Successful Recapitalization prior
to September 1, 1998. "Successful Recapitalization" shall mean any issuance of
equity and/or debt securities by Classic Communications, Inc. and/or Classic
Cable, Inc. approved by the Board of Directors of the Employer. In addition, the
Employee (or such entity) and Steven E. Seach ("Seach") are to receive, in the
aggregate, a 1% transaction fee on the "Transaction Value" of each "Net
Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be
allocated by Employee

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<PAGE> 3

and Seach in such manner as they may agree between themselves. A "Net Additional
Financing" means any financing by the Employer or any of its subsidiaries,
whether equity or debt, to the extent that immediately subsequent to such
financing the Employer's total capitalization is greater than it was immediately
prior to such financing. "M&A Activity" means the acquisition, through the
purchase of assets, a merger, or otherwise, of cable television systems,
telephony systems, internet systems, and other communications and new media
services or products. A Net Additional Financing and M&A Activity do not include
any transaction included in or closed concurrently with the Successful
Recapitalization, the sale of securities pursuant to options or other rights
outstanding upon completion of the Successful Recapitalization, nor any
transaction deemed to be a Change of Control pursuant to Section 8(e)(ii)(B),
(C) or (D) below. It is the intent of the parties that if any transaction or
series of related transactions constitute both M&A Activity and a Net Additional
Financing, the 1% fee will not be paid on both the Net Additional Financing and
M&A Activity financed by the proceeds from the Net Additional Financing.
"Transaction Value" means (i) with respect to a Net Additional Financing", the
net amount by which the Employer's capitalization has increased, and (ii) with
respect to M&A Activity, the value of all consideration paid by the Employer or
any of its affiliated companies in the form of cash, stock, or other securities,
debt (including the assumption of debt and capital lease obligations), and other
property. The value of any securities (whether debt or equity) or other property
paid as consideration in connection with M&A Activity is determined as follows:
(i) the value of securities that are freely tradeable in an established public
market will be determined on the basis of the last closing market price prior to
the public announcement of the transaction constituting the M&A Activity; (ii)
the value of securities that are not freely tradeable or have no established
public market, or if the consideration utilized consists of property other than
securities, the value of such other property shall be the fair market value
thereof as mutually agreed upon by both parties to the transaction; and (iii) to
the extent such consideration is contingent upon the future performance of the
business purchased or sold, the Transaction Value will be calculated assuming
the financial projections are achieved.

4. DUTIES. The Employee is engaged as the Chairman of the Board and
Chief Executive Officer of the Employer and of the Employer's various
subsidiaries. The Employee shall be a member of the Boards of Directors of the
Employer and the Employer's subsidiaries. In addition, the Employee shall have
such other duties and hold such other offices as may from time to time be
reasonably assigned to him by the Board of Directors of the Employer.

5. EXTENT OF SERVICES; VACATIONS AND DAYS OFF.

(a) During the term of his employment under this Agreement, the
Employee shall devote substantially all of his time, energy and attention during
regular business hours to the benefit and business of the Employer in performing
his duties pursuant to this Agreement.

(b) The Employee shall be entitled to vacations with pay and to such
personal and sick leave with pay in accordance with the policy of the Employer
as may be established from time to time by the Employer and applied to other
senior officers of the Employer.

-3-

<PAGE> 4

6. FACILITIES. The Employer shall provide the Employee with a fully
furnished office, and the facilities of the Employer shall be generally
available to the Employee in the performance of his duties pursuant to this
Agreement; it being understood and contemplated by the parties that all
equipment, supplies and office personnel required for performance of the
Employee's duties under this Agreement shall be supplied by the Employer.

7. TERMINATION ON DEATH, ILLNESS OR INCAPACITY.

(a) If a Successful Recapitalization shall have occurred, and if the
Employee dies during the term of his employment, the Employer shall pay to the
estate of the Employee the Basic Salary that would have otherwise been paid to
Employee through the end of the term of this Agreement (provided that the term
shall cease to be extended daily pursuant to Section 2 hereof upon the death of
Employee) plus any bonus compensation earned but not yet paid up to the end of
the month in which his death occurs. The Employer shall have no additional
financial obligation under this Agreement to the Employee or his estate. After
receiving the payments provided in this subparagraph (a), the Employee and his
estate shall have no further rights under this Agreement.

(b) (i) During any period of disability, illness or incapacity during
the term of this Agreement which renders the Employee at least temporarily
unable to perform the services required under this Agreement for a period which
does not exceed one hundred and eighty (180) continuous days in any one-year
period, the Employee shall receive the compensation payable under Section 3(a)
of this Agreement plus any bonus compensation earned but not yet paid, less any
benefits received by him under any disability insurance carried by or provided
by the Employer. Upon the Employee's permanent disability (as defined below),
Employee shall continue to receive the Basic Salary that would have otherwise
been paid to Employee through the end of the term of this Agreement, provided
that the term shall cease to be extended daily pursuant to Section 2 hereof upon
the permanent disability of Employee. Notwithstanding the continuation of the
Basic Salary as set forth above, the Employee shall continue to receive any
disability benefits to which he may be entitled under any disability income
insurance which may be carried by or provided by the Employer from time to time.

(ii) The term "permanent disability" as used in this Agreement
shall mean the inability of the Employee, as determined by the Board of
Directors of the Employer, by reason of physical or mental disability to perform
the duties required of him under this Agreement for a period of one hundred and
eighty (180) days in any one-year period. Successive periods of disability,
illness or incapacity will be considered separate periods unless the later
period of disability, illness or incapacity is due to the same or related cause
and commences less than six months from the ending of the previous period of
disability. Upon such determination, the Board of Directors may terminate the
Employee's employment under this Agreement upon ten (10) days' prior written
notice. If any determination of the Board of Directors with respect to permanent
disability is disputed by the Employee, the parties hereto agree to abide by the
decision of a panel of three physicians. The Employee and the Employer shall
each appoint one member, and the third member of the panel shall be appointed by
the other two members. The Employee agrees to make himself available for and

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<PAGE> 5

to submit to examinations by such physicians as may be directed by the Employer.
Failure to submit to any such examination shall constitute a breach of a
material part of this Agreement.

8. OTHER TERMINATIONS.

(a) (i) The Employee may terminate his employment hereunder upon giving
at least ninety (90) days' prior written notice to the Employer. In addition,
the Employee shall have the right to terminate his employment hereunder on the
conditions and at the times provided for in Section 8(e) of this Agreement.

(ii) If the Employee gives notice pursuant to Section 8(a) above,
the Employer shall have the right to relieve the Employee, in whole or in part,
of his duties under this Agreement (without reduction in compensation through
the termination date).

(b) The Employer may terminate Employee's employment hereunder at any
time, without prior notice.

(c) If the Employer shall terminate the employment of the Employee
without good cause (as defined below) effective on a date earlier than the
termination date provided for in Section 2, the Employee shall have the
nonforfeitable right to receive, the Basic Salary, paid monthly, that he is
entitled to for the remainder of the term of this Agreement, and the Employer
shall continue to provide him with medical insurance coverage for the remainder
of the term of this Agreement; provided that, notwithstanding such termination
of employment, the Employee's covenants set forth in Section 10 and Section 11
are intended to and shall remain in full force and effect.

(d) (i) If the employment of the Employee is terminated for good cause,
or if the Employee voluntarily terminates his employment by written notice to
the Employer under Section 8(a) of this Agreement without reliance on Section
8(e), the Employer shall pay to the Employee any compensation earned but not
paid to the Employee prior to the effective date of such termination. Under such
circumstances, such payment shall be in full and complete discharge of any and
all liabilities or obligations of the Employer to the Employee hereunder, and
the Employee shall be entitled to no further benefits under this Agreement.

(ii) "Good cause" shall include:

(1) the Employee's conviction of a criminal offense
that has a material adverse effect upon the business or reputation or the
Employer or any affiliate of the Employer;

(2) commission by the Employee of a material breach
of his duty of loyalty to the Employer or any affiliate of the Employer; and

(3) the Employee's willful failure or refusal to
perform his assigned duties, which willful refusal has had, or if continued,
could reasonably be expected to have, a material adverse effect on the Employer
or the affiliates of the Employer or their respective businesses or

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<PAGE> 6

prospects, and which willful refusal has continued after Employee has received
at least two written warnings specifically advising him or his shortcomings and
providing him with an opportunity to resume performance in accordance with his
assigned duties.

(iii) Termination of the employment of the Employee for reasons
other than those expressly specified in this Agreement as good cause shall be
deemed to be a termination of employment "without good cause".

(e) (i) If a Change in Control of the Employer (as defined below) shall
occur, then the Employee shall have, instead of the further rights described
herein, the right to terminate his employment under this Agreement immediately
and the nonforfeitable right to receive, payable in a lump sum, the Basic Salary
that he is entitled to for the unexpired term of this Agreement, and the
Employer shall continue to provide him with medical insurance coverage for the
unexpired term of this Agreement; provided that, notwithstanding such
termination of employment, the Employee's covenants set forth in Section 10 and
Section 11 are intended to and shall remain in full force and effect.

(ii) "Change in Control" means:

(A) J. Merritt Belisle, Steven E. Seach, Austin Ventures, L.P., a
Delaware limited partnership, Austin Ventures III-A, L.P., a Delaware limited
partnership, Austin Ventures III-B, L.P., a Delaware limited partnership, BT
Capital Partners, Inc., a Delaware corporation, Texas Growth Fund, a trust fund
created by the Constitution of the State of Texas, and NationsBanc Capital
Corp., a Texas corporation, cease to own at least a majority of the issued and
outstanding shares of Employer's Common Stock.

(B) there is a sale of all or substantially all of Employer's
assets, or all or substantially all of Employer's capital stock, or one or more
of its subsidiaries, in one or more transactions for cash or freely salable
securities and a subsequent liquidation of the Employer in which its
stockholders receive liquidating distributions of such proceeds of sale after
payment or provision for the valid debts and liabilities of the Employer;

(C) there is a merger or consolidation of the Employer, or one or
more of its subsidiaries, with or into one or more corporations, limited
liability companies or partnerships in which the Employer, or its subsidiaries,
as the case may be, receive cash or freely salable securities for all of its or
their assets, and a subsequent liquidation of the Employer, or one or more of
its subsidiaries, in which the stockholders of the Employer, or its
subsidiaries, as the case may be, receive liquidating distributions of such
proceeds of sale, merger or consolidation after payment or provision for the
valid debts and liabilities of the Employer, or its subsidiaries, as the case
may be; or

(D) there is a merger or consolidation of the Employer or the
majority (based on the value of assets held by the subsidiaries) of the
Employer's subsidiaries, with or into another

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<PAGE> 7

corporation, limited liability company or a partnership in which the
stockholders of the Employer or its subsidiaries, as the case may be, receive
cash or marketable securities for all of their stock.

(f) The provisions of Section 8(c) and Section 8(e) are mutually
exclusive and Employee shall be entitled to payment only under one of those
Sections.

(g) The parties agree that, because there can be no exact measure of
the damage that would occur to the Employee as a result of a termination by the
Employer of the Employee's employment without good cause, the payments and
benefits paid and provided pursuant to this Agreement shall be deemed to
constitute liquidated damages and not a penalty for the Employer's termination
of the Employee's employment without good cause, and the Employer agrees that
the Employee shall not be required to mitigate his damages.

9. DISCLOSURE. The Employee agrees that during the term of his
employment by the Employer, he will disclose and disclose only to the Employer
all material ideas, methods, plans, developments or improvements known by him
which relate directly or indirectly to the business of the Employer, whether
acquired by the Employee before or during his employment by the Employer.
Nothing in this Section 9 shall be construed as requiring any such communication
where the idea, plan, method or development is lawfully protected from
disclosure as a trade secret of a third party or by any other lawful prohibition
against such communication.

10. CONFIDENTIALITY. The Employee agrees to keep in strict secrecy and
confidence any and all information the Employee assimilates or to which he has
access during his employment by the Employer and which has not been publicly
disclosed and is not a matter of common knowledge in the fields of work of the
Employer. The Employee agrees that both during and after the term of his
employment by the Employer, he will not, without the prior written consent of
the Employer, disclose any such confidential information to any third person,
partnership, joint venture, company, corporation or other organization.

11. NON-COMPETITION; NON-SOLICITATION.

The Employee hereby acknowledges that, during and solely as a result of
his employment by the Employer, he has received and shall continue to receive:
(1) special training and education with respect to the operations of a cable
television company and other related matters, and (2) access to confidential
information and business and professional contacts. In consideration of the
special and unique opportunities afforded to the Employee by the Employer as a
result of the Employee's employment, as outlined in the previous sentence, the
Employee hereby agrees as follows:

(a) During a period ending two years following the termination of his
employment under this Agreement, the Employee shall not, without the prior
written consent of the Employer, (i) directly or indirectly engage in any
business that competes with the Employer or any Affiliate of the Employer in
their conduct of the cable television business, or otherwise receive
compensation for any services rendered regarding any aspect of the cable
television business anywhere within the service area of any cable television
system operated by the Employer or any Affiliate of the

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<PAGE> 8

Employer, or (ii) engage or participate, directly or indirectly, in any business
which is substantially similar to that of the Employer or any Affiliate of the
Employer, including, without limitation, serving as a consultant, administrator,
officer, director, employee, manager, landlord, lender, guarantor, or in any
similar or related capacity or otherwise receive compensation for services
rendered regarding any aspect of the cable television business anywhere within
the service area of any cable television system operated by the Employer or any
Affiliate of the Employer. The Employee acknowledges that these limited
prohibitions are reasonable as to time, geographical area and scope of
activities to be restrained and that the limited prohibitions do not impose a
greater restraint than is necessary to protect the Employer's goodwill,
proprietary information and other business interests. The mere ownership of a de
minimis amount of securities in any competitive enterprise and exercise of
rights appurtenant thereto, and participation in management of any such
enterprise or business operation other than in connection with the competitive
operation of such enterprise, are not prohibited.

(b) During his employment with the Employer and, except as may be
otherwise herein provided, for a period of two (2) years following the
termination of his employment with the Employer, regardless of the reason for
such termination, the Employee agrees he will refrain from and will not,
directly or indirectly, as an individual, partner, officer, director,
stockholder, employee, advisor, independent contractor, joint venturer,
consultant, agent, representative, salesman or otherwise (1) solicit any of the
employees of the Employer to terminate their employment or (2) accept employment
with or seek remuneration by any of the clients or customers of the Employer
with whom the Employer did business during the term of the Employee's
employment.

(c) The period of time during which the Employee is prohibited from
engaging in certain business practices pursuant to Sections 11(a) or (b) shall
be extended by any length of time during which the Employee is in breach of such
covenants.

(d) It is understood by and between the parties hereto that the
foregoing restrictive covenants set forth in Sections 11(a) through (c) are
essential elements of this Agreement, and that, but for the agreement of the
Employee to comply with such covenants, the Employer would not have agreed to
enter into this Agreement. Such covenants by the Employee shall be construed as
agreements independent of any other provision in this Agreement. The existence
of any claim or cause of action of the Employee against the Employer, whether
predicated on this Agreement, or otherwise, shall not constitute a defense to
the enforcement by the Employer of such covenants.

(e) It is agreed by the Employer and Employee that if any portion of
the covenants set forth in this Section 11 are held to be invalid, unreasonable,
arbitrary or against public policy, then such portion of such covenants shall be
considered divisible both as to time and geographical area. The Employer and
Employee agree that, if any court of competent jurisdiction determines the
specified time period or the specified geographical area applicable to this
Section 11 to be invalid, unreasonable, arbitrary or against public policy, a
lesser time period or geographical area which is determined to be reasonable,
non-arbitrary and not against public policy may be enforced against the
Employee. The Employer and the Employee agree that the foregoing covenants are
appropriate and

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<PAGE> 9

reasonable when considered in light of the nature and extent of the business
conducted by the Employer.

(f) Notwithstanding any provision of this Section 11 to the contrary,
during the term of this Agreement, the Employee may acquire, engage in business
with, and receive compensation from any other company or business, provided,
however, that (i) in the case of an acquisition of a business operating cable
television systems, telephony systems, internet systems, or other communication
or new media services or products, Employer must have been offered the
opportunity to acquire such business on terms and conditions not less favorable
than the terms upon which Employee purchases such business; (ii) such other
company or business shall not be in competition with Employer; and (iii)
Employee shall continue to devote substantially all of his time to the business
affairs of the Employer. The Employer will be deemed to have been afforded an
opportunity to purchase a business if, at least 60 days prior to any such
acquisition by the Employee, the Employer is presented a description of such
business and a detailed description of the terms upon which such business is to
be purchased, and the Board of Directors of the Employer (i) votes not to
acquire such business pursuant to such terms, (ii) fails to make a determination
whether to acquire such business within 20 days of receipt of such description
of such business and such terms, or (iii) terminates negotiations with such
business after initially determining to negotiate to acquire such business.

12. SPECIFIC PERFORMANCE. The Employee agrees that damages at law will
be an insufficient remedy to the Employer if the Employee violates the terms of
Sections 9, 10 or 11 of this Agreement and that the Employer would suffer
irreparable damage as a result of such violation. Accordingly, it is agreed that
the Employer shall be entitled, upon application to a court of competent
jurisdiction, to obtain injunctive relief to enforce the provisions of such
Sections, which injunctive relief shall be in addition to any other rights or
remedies available to the Employer. The Employee agrees to pay to the Employer
all costs and expenses incurred by the Employer relating to the enforcement of
the terms of Sections 9, 10 or 11 of this Agreement, including reasonable fees
and disbursements of counsel (both at trial and in appellate proceedings).

13. COMPLIANCE WITH OTHER AGREEMENTS. The Employee represents and
warrants that the execution of this Agreement by him and his performance of his
obligations hereunder will not conflict with, result in the breach of any
provision of or the termination of or constitute a default under any Agreement
to which the Employee is a party or by which the Employee is or may be bound.

14. WAIVER OF BREACH. The waiver by the Employer of a breach of any of
the provisions of this Agreement by the Employee shall not be construed as a
waiver of any subsequent breach by the Employee.

15. ASSIGNMENT. The rights and obligations of the Employer under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Employer. This Agreement is a personal employment contract
and the rights, obligations and interests of the Employee hereunder may not be
sold, assigned, transferred, pledged or hypothecated.

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<PAGE> 10

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
supersedes all prior agreements and understandings, oral or written, between the
Employer (or its subsidiaries) and Employee, with respect to the subject matter
hereof, including, without limitation, the 1996 Agreement and Section D.3 of the
Amended and Restated Stockholders Agreement dated as of October 31, 1995, among
Classic Communications, Inc., the Employee, and the other stockholders of
Classic Communications, Inc., as amended, which agreement provides for severance
compensation to the Employee upon termination of his employment with Classic
Communications, Inc. This Agreement may be changed only by an agreement in
writing signed by the party against whom any waiver, change, amendment,
modification or discharge is sought.

17. CONSTRUCTION AND INTERPRETATION.

(a) This Agreement shall be governed by and construed pursuant to the
laws of the State of Texas.

(b) The headings of the various sections in this Agreement are inserted
for convenience of the parties and shall not affect the meaning, construction or
interpretation of this Agreement.

(c) Any provision of this Agreement which is determined by a court of
competent jurisdiction to be prohibited, unenforceable or not authorized in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction. In any such case, such
determination shall not affect any other provision of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect. If
any provision or term of this Agreement is susceptible to two or more
constructions or interpretations, one or more of which would render the
provision or term void or unenforceable, the parties agree that a construction
or interpretation which renders the term or provision valid shall be favored.

18. NOTICE. All notices which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted by telecopy or
similar electronic transmission method; one working day after it is sent, if
sent by recognized expedited delivery service; and five days after it is sent,
if mailed, first class mail, certified mail, return receipt requested, with
postage prepaid. In each case notice shall be sent:

To the Employer: Classic Communications, Inc.
Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

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<PAGE> 11

With a copy to: Cary Ferchill
Winstead Sechrest & Minick P.C.
100 Congress Avenue, Suite 800
Austin, Texas 78701

To the Employee at his address herein above written.

19. VENUE; PROCESS. The parties to this Agreement agree that
jurisdiction and venue in any action brought pursuant to this Agreement to
enforce its terms or otherwise with respect to the relationships between the
parties shall properly lie in the District Court of the State of Texas in and
for Travis County. Such jurisdiction and venue are merely permissive;
jurisdiction and venue shall also continue to lie in any court where
jurisdiction and venue would otherwise be proper. The parties agree that they
will not object that any action commenced in the foregoing jurisdiction is
commenced in a forum non conveniens. The parties further agree that the mailing
by certified or registered mail, return receipt requested, of any process
required by any such court shall constitute valid and lawful service of process
against them, without the necessity for service by any other means provided by
statute or rule of court.

* * * *

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<PAGE> 12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.

CLASSIC COMMUNICATIONS, INC.

By: /s/ STEVEN E. SEACH
-------------------------------------
Steven E. Seach
President

CLASSIC CABLE, INC.

By: /s/ STEVEN E. SEACH
-------------------------------------
Steven E. Seach
President

/s/ J. MERRITT BELISLE
---------------------------------------
J. MERRITT BELISLE

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<PAGE> 1
EXHIBIT 10.2

CLASSIC COMMUNICATIONS, INC.

EMPLOYMENT AGREEMENT

WITH STEVEN E. SEACH

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of January 31, 1998, but is effective for all purposes as of the
Commencement Date (as hereinafter defined), by and between CLASSIC
COMMUNICATIONS, INC., a Delaware corporation, and CLASSIC CABLE, INC., a
Delaware corporation (together, the "Employer"), and STEVEN E. SEACH, residing
at 10501 Coreopsis, Austin, Texas 78733 (the "Employee").

R E C I T A L S :

The Employer recognizes the important contributions that the Employee
has made to the Company as an officer and key employee, as currently evidenced
by an Employment Agreement, dated as of November 11, 1996 (the "1996
Agreement"), between the Classic Cable, Inc. and Employee.

1. EMPLOYMENT. The Employer hereby employs the Employee, and the
Employee hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.

2. TERM. The term of employment under this Agreement shall
commence on May 26, 1998 (the "Commencement Date") and shall continue through
May 25, 2000, provided, however, that beginning on May 27, 1998, and on each
day thereafter, the term of this Agreement shall be extended by one additional
day, unless either party to this Agreement gives the other written notice of
termination of employment.

3. COMPENSATION; REIMBURSEMENT.

(a) The Employer shall pay to the Employee as compensation for all
services rendered by the Employee during the term of this Agreement a basic
annualized salary of $350,000 per year
<PAGE> 2
(the "Basic Salary"), or such other amount as the parties may agree on from
time to time, payable in equal monthly installments or in other more frequent
installments, as determined by the Employer. The Board of Directors of the
Employer shall have the right to increase the Employee's compensation from time
to time by action of the Board of Directors. In addition, the Board of
Directors of the Employer, in its discretion, may, with respect to any year
during the term hereof, award a bonus or bonuses to the Employee in addition to
the bonuses provided for in Section 3(b). The compensation provided for in
this Section 3(a) shall be in addition to any pension or profit sharing
payments set aside or allocated for the benefit of the Employee.

(b) In addition to the Basic Salary paid pursuant to Section 3(a),
the Employer may pay as incentive compensation an annual bonus based upon the
Employee's performance, as determined each year by the Board of Directors of
the Employer.

(d) The Employee shall be entitled to continue the use of his
current corporate vehicle and such fringe benefits, including, but not limited
to, medical and insurance benefits, as may be provided from time to time by the
Employer to other senior officers of the Employer.

(e) As soon as possible after the effective date of this
Agreement, the Employer shall adopt a restricted stock award plan pursuant to
which stock awards will be granted for a total of 24,040 shares of the
Employer's Common Stock, or approximately 7.5 percent of the Employer's shares
outstanding on the date hereof, on a fully diluted basis. Restricted stock
issued pursuant to such awards shall be subject to a restriction that the first
$38 of distributions, whether dividends, upon liquidation, or otherwise shall
be withheld by the Employer and distributed to the other holders of Employer's
Common Stock. Such awards shall vest evenly on a monthly basis over three
years (1/36 per month) beginning on the effective date of a Successful
Recapitalization (defined below). Vesting of such awards shall accelerate upon
death, disability, or a Liquidation Event. Previous restricted stock awards
made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan
shall be canceled upon issuance of the new awards as provided herein.

(f) In addition to the compensation provided for in this
Agreement, the Employer and the Employee acknowledge that they have previously
agreed to the retention by Employer of Employee (or at Employee's direction, an
entity controlled by the Employee) to provide consulting services for which no
compensation is paid pursuant to this Agreement, Employee (or such entity) is
to receive a transaction fee of $250,000 upon a Successful Recapitalization
prior to September 1, 1998. "Successful Recapitalization" shall mean any
issuance of equity and/or debt securities by Classic Communications, Inc.
and/or Classic Cable, Inc. approved by the Board of Directors of the Employer.
In addition, the Employee (or such entity) and J. Merritt Belisle ("Belisle")
are to receive, in the aggregate, a 1% transaction fee on the "Transaction
Value" of each "Net Additional Financing" by and all "M&A Activity" of
Employer. Such 1% fee may be allocated by Employee

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<PAGE> 3
and Belisle in such manner as they may agree between themselves. A "Net
Additional Financing" means any financing by the Employer or any of its
subsidiaries, whether equity or debt, to the extent that immediately subsequent
to such financing the Employer's total capitalization is greater than it was
immediately prior to such financing. "M&A Activity" means the acquisition,
through the purchase of assets, a merger, or otherwise, of cable television
systems, telephony systems, internet systems, and other communications and new
media services or products. A Net Additional Financing and M&A Activity do not
include any transaction included in or closed concurrently with the Successful
Recapitalization, the sale of securities pursuant to options or other rights
outstanding upon completion of the Successful Recapitalization, nor any
transaction deemed to be a Change of Control pursuant to Section 8(e)(ii)(B),
(C) or (D) below. It is the intent of the parties that if any transaction or
series of related transactions constitute both M&A Activity and a Net
Additional Financing, the 1% fee will not be paid on both the Net Additional
Financing and M&A Activity financed by the proceeds from the Net Additional
Financing. "Transaction Value" means (i) with respect to a Net Additional
Financing", the net amount by which the Employer's capitalization has
increased, and (ii) with respect to M&A Activity, the value of all
consideration paid by the Employer or any of its affiliated companies in the
form of cash, stock, or other securities, debt (including the assumption of
debt and capital lease obligations), and other property. The value of any
securities (whether debt or equity) or other property paid as consideration in
connection with M&A Activity is determined as follows: (i) the value of
securities that are freely tradeable in an established public market will be
determined on the basis of the last closing market price prior to the public
announcement of the transaction constituting the M&A Activity; (ii) the value
of securities that are not freely tradeable or have no established public
market, or if the consideration utilized consists of property other than
securities, the value of such other property shall be the fair market value
thereof as mutually agreed upon by both parties to the transaction; and (iii)
to the extent such consideration is contingent upon the future performance of
the business purchased or sold, the Transaction Value will be calculated
assuming the financial projections are achieved.

4. DUTIES. The Employee is engaged as the President of the
Employer and of the Employer's various subsidiaries. The Employee shall be a
member of the Boards of Directors of the Employer and the Employer's
subsidiaries. In addition, the Employee shall have the duties of Chief
Financial Officer and shall have such other duties and hold such other offices
as may from time to time be reasonably assigned to him by the Board of
Directors of the Employer.

5. EXTENT OF SERVICES; VACATIONS AND DAYS OFF.

(a) During the term of his employment under this Agreement, the
Employee shall devote substantially all of his time, energy and attention
during regular business hours to the benefit and business of the Employer in
performing his duties pursuant to this Agreement.

(b) The Employee shall be entitled to vacations with pay and to
such personal and sick leave with pay in accordance with the policy of the
Employer as may be established from time to time by the Employer and applied to
other senior officers of the Employer.

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<PAGE> 4
6. FACILITIES. The Employer shall provide the Employee with a
fully furnished office, and the facilities of the Employer shall be generally
available to the Employee in the performance of his duties pursuant to this
Agreement; it being understood and contemplated by the parties that all
equipment, supplies and office personnel required for performance of the
Employee's duties under this Agreement shall be supplied by the Employer.

7. TERMINATION ON DEATH, ILLNESS OR INCAPACITY.

(a) If a Successful Recapitalization shall have occurred, and if
the Employee dies during the term of his employment, the Employer shall pay to
the estate of the Employee the Basic Salary that would have otherwise been paid
to Employee through the end of the term of this Agreement (provided that the
term shall cease to be extended daily pursuant to Section 2 hereof upon the
death of Employee) plus any bonus compensation earned but not yet paid up to
the end of the month in which his death occurs. The Employer shall have no
additional financial obligation under this Agreement to the Employee or his
estate. After receiving the payments provided in this subparagraph (a), the
Employee and his estate shall have no further rights under this Agreement.

(b) (i) During any period of disability, illness or
incapacity during the term of this Agreement which renders the Employee at
least temporarily unable to perform the services required under this Agreement
for a period which does not exceed one hundred and eighty (180) continuous days
in any one-year period, the Employee shall receive the compensation payable
under Section 3(a) of this Agreement plus any bonus compensation earned but not
yet paid, less any benefits received by him under any disability insurance
carried by or provided by the Employer. Upon the Employee's permanent
disability (as defined below), Employee shall continue to receive the Basic
Salary that would have otherwise been paid to Employee through the end of the
term of this Agreement, provided that the term shall cease to be extended daily
pursuant to Section 2 hereof upon the permanent disability of Employee.
Notwithstanding the continuation of the Basic Salary as set forth above, the
Employee shall continue to receive any disability benefits to which he may be
entitled under any disability income insurance which may be carried by or
provided by the Employer from time to time.

(ii) The term "permanent disability" as used in this
Agreement shall mean the inability of the Employee, as determined by the Board
of Directors of the Employer, by reason of physical or mental disability to
perform the duties required of him under this Agreement for a period of one
hundred and eighty (180) days in any one-year period. Successive periods of
disability, illness or incapacity will be considered separate periods unless
the later period of disability, illness or incapacity is due to the same or
related cause and commences less than six months from the ending of the
previous period of disability. Upon such determination, the Board of Directors
may terminate the Employee's employment under this Agreement upon ten (10)
days' prior written notice. If any determination of the Board of Directors
with respect to permanent disability is disputed by the Employee, the parties
hereto agree to abide by the decision of a panel of three physicians. The
Employee and the Employer shall each appoint one member, and the third member
of the panel shall be appointed by the other two members. The Employee agrees
to make himself available for and

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<PAGE> 5
to submit to examinations by such physicians as may be directed by the
Employer. Failure to submit to any such examination shall constitute a breach
of a material part of this Agreement.

8. OTHER TERMINATIONS.

(a) (i) The Employee may terminate his employment hereunder
upon giving at least ninety (90) days' prior written notice to the Employer.
In addition, the Employee shall have the right to terminate his employment
hereunder on the conditions and at the times provided for in Section 8(e) of
this Agreement.

(ii) If the Employee gives notice pursuant to Section 8(a)
above, the Employer shall have the right to relieve the Employee, in whole or
in part, of his duties under this Agreement (without reduction in compensation
through the termination date).

(b) The Employer may terminate Employee's employment hereunder at
any time, without prior notice.

(d) (i) If the employment of the Employee is terminated for
good cause, or if the Employee voluntarily terminates his employment by written
notice to the Employer under Section 8(a) of this Agreement without reliance on
Section 8(e), the Employer shall pay to the Employee any compensation earned
but not paid to the Employee prior to the effective date of such termination.
Under such circumstances, such payment shall be in full and complete discharge
of any and all liabilities or obligations of the Employer to the Employee
hereunder, and the Employee shall be entitled to no further benefits under this
Agreement.

(ii) "Good cause" shall include:

(1) the Employee's conviction of a criminal
offense that has a material adverse effect upon the business or reputation or
the Employer or any affiliate of the Employer;

(2) commission by the Employee of a material
breach of his duty of loyalty to the Employer or any affiliate of the Employer;
and

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<PAGE> 6
prospects, and which willful refusal has continued after Employee has received
at least two written warnings specifically advising him or his shortcomings and
providing him with an opportunity to resume performance in accordance with his
assigned duties.

(iii) Termination of the employment of the Employee for
reasons other than those expressly specified in this Agreement as good cause
shall be deemed to be a termination of employment "without good cause".

(e) (i) If a Change in Control of the Employer (as defined
below) shall occur, then the Employee shall have, instead of the further rights
described herein, the right to terminate his employment under this Agreement
immediately and the nonforfeitable right to receive, payable in a lump sum, the
Basic Salary that he is entitled to for the unexpired term of this Agreement,
and the Employer shall continue to provide him with medical insurance coverage
for the unexpired term of this Agreement; provided that, notwithstanding such
termination of employment, the Employee's covenants set forth in Section 10 and
Section 11 are intended to and shall remain in full force and effect.

(ii) "Change in Control" means:

(A) J. Merritt Belisle, Steven E. Seach, Austin Ventures,
L.P., a Delaware limited partnership, Austin Ventures III-A, L.P., a Delaware
limited partnership, Austin Ventures III-B, L.P., a Delaware limited
partnership, BT Capital Partners, Inc., a Delaware corporation, Texas Growth
Fund, a trust fund created by the Constitution of the State of Texas, and
NationsBanc Capital Corp., a Texas corporation, cease to own at least a
majority of the issued and outstanding shares of Employer's Common Stock.

(B) there is a sale of all or substantially all of
Employer's assets, or all or substantially all of Employer's capital stock, or
one or more of its subsidiaries, in one or more transactions for cash or freely
salable securities and a subsequent liquidation of the Employer, in which its
stockholders receive liquidating distributions of such proceeds of sale after
payment or provision for the valid debts and liabilities of the Employer;

(C) there is a merger or consolidation of the Employer,
or one or more of its subsidiaries with or into one or more corporations,
limited liability companies or partnerships in which the Employer, or its
subsidiaries, as the case may be, receive cash or freely salable securities for
all of its or their assets, and a subsequent liquidation of the Employer, or
one or more of its subsidiaries, in which the stockholders of the Employer, or
its subsidiaries, as the case may be, receive liquidating distributions of such
proceeds of sale, merger or consolidation after payment or provision for the
valid debts and liabilities of the Employer, or its subsidiaries, as the case
may be; or

(D) there is a merger or consolidation of the Employer or
the majority (based on the value of assets held by the subsidiaries) of the
Employer's subsidiaries, with or into another

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<PAGE> 7
corporation, limited liability company or a partnership in which the
stockholders of the Employer or its subsidiaries, as the case may be, receive
cash or marketable securities for all of their stock.

(f) The provisions of Section 8(c) and Section 8(e) are mutually
exclusive and Employee shall be entitled to payment only under one of those
Sections.

(g) The parties agree that, because there can be no exact measure
of the damage that would occur to the Employee as a result of a termination by
the Employer of the Employee's employment without good cause, the payments and
benefits paid and provided pursuant to this Agreement shall be deemed to
constitute liquidated damages and not a penalty for the Employer's termination
of the Employee's employment without good cause, and the Employer agrees that
the Employee shall not be required to mitigate his damages.

9. DISCLOSURE. The Employee agrees that during the term of his
employment by the Employer, he will disclose and disclose only to the Employer
all material ideas, methods, plans, developments or improvements known by him
which relate directly or indirectly to the business of the Employer, whether
acquired by the Employee before or during his employment by the Employer.
Nothing in this Section 9 shall be construed as requiring any such
communication where the idea, plan, method or development is lawfully protected
from disclosure as a trade secret of a third party or by any other lawful
prohibition against such communication.

10. CONFIDENTIALITY. The Employee agrees to keep in strict
secrecy and confidence any and all information the Employee assimilates or to
which he has access during his employment by the Employer and which has not
been publicly disclosed and is not a matter of common knowledge in the fields
of work of the Employer. The Employee agrees that both during and after the
term of his employment by the Employer, he will not, without the prior written
consent of the Employer, disclose any such confidential information to any
third person, partnership, joint venture, company, corporation or other
organization.

11. NON-COMPETITION; NON-SOLICITATION.

The Employee hereby acknowledges that, during and solely as a result
of his employment by the Employer, he has received and shall continue to
receive: (1) special training and education with respect to the operations of a
cable television company and other related matters, and (2) access to
confidential information and business and professional contacts. In
consideration of the special and unique opportunities afforded to the Employee
by the Employer as a result of the Employee's employment, as outlined in the
previous sentence, the Employee hereby agrees as follows:

(a) During a period ending two years following the termination of
his employment under this Agreement, the Employee shall not, without the prior
written consent of the Employer, (i) directly or indirectly engage in any
business that competes with the Employer or any Affiliate of the Employer in
their conduct of the cable television business, or otherwise receive
compensation for any services rendered regarding any aspect of the cable
television business anywhere within the

-7-
<PAGE> 8
service area of any cable television system operated by the Employer or any
Affiliate of the Employer, or (ii) engage or participate, directly or
indirectly, in any business which is substantially similar to that of the
Employer or any Affiliate of the Employer, including, without limitation,
serving as a consultant, administrator, officer, director, employee, manager,
landlord, lender, guarantor, or in any similar or related capacity or otherwise
receive compensation for services rendered regarding any aspect of the cable
television business anywhere within the service area of any cable television
system operated by the Employer or any Affiliate of the Employer. The Employee
acknowledges that these limited prohibitions are reasonable as to time,
geographical area and scope of activities to be restrained and that the limited
prohibitions do not impose a greater restraint than is necessary to protect the
Employer's goodwill, proprietary information and other business interests. The
mere ownership of a de minimis amount of securities in any competitive
enterprise and exercise of rights appurtenant thereto, and participation in
management of any such enterprise or business operation other than in
connection with the competitive operation of such enterprise, are not
prohibited.

(b) During his employment with the Employer and, except as may be
otherwise herein provided, for a period of two (2) years following the
termination of his employment with the Employer, regardless of the reason for
such termination, the Employee agrees he will refrain from and will not,
directly or indirectly, as an individual, partner, officer, director,
stockholder, employee, advisor, independent contractor, joint venturer,
consultant, agent, representative, salesman or otherwise (1) solicit any of the
employees of the Employer to terminate their employment or (2) accept
employment with or seek remuneration by any of the clients or customers of the
Employer with whom the Employer did business during the term of the Employee's
employment.

(c) The period of time during which the Employee is prohibited
from engaging in certain business practices pursuant to Sections 11(a) or (b)
shall be extended by any length of time during which the Employee is in breach
of such covenants.

(d) It is understood by and between the parties hereto that the
foregoing restrictive covenants set forth in Sections 11(a) through (c) are
essential elements of this Agreement, and that, but for the agreement of the
Employee to comply with such covenants, the Employer would not have agreed to
enter into this Agreement. Such covenants by the Employee shall be construed
as agreements independent of any other provision in this Agreement. The
existence of any claim or cause of action of the Employee against the Employer,
whether predicated on this Agreement, or otherwise, shall not constitute a
defense to the enforcement by the Employer of such covenants.

(e) It is agreed by the Employer and Employee that if any portion
of the covenants set forth in this Section 11 are held to be invalid,
unreasonable, arbitrary or against public policy, then such portion of such
covenants shall be considered divisible both as to time and geographical area.
The Employer and Employee agree that, if any court of competent jurisdiction
determines the specified time period or the specified geographical area
applicable to this Section 11 to be invalid, unreasonable, arbitrary or against
public policy, a lesser time period or geographical area which is determined to
be reasonable, non-arbitrary and not against public policy may be enforced
against the Employee. The Employer and the Employee agree that the foregoing
covenants are appropriate and

-8-
<PAGE> 9
reasonable when considered in light of the nature and extent of the business
conducted by the Employer.

(f) Notwithstanding any provision of this Section 11 to the
contrary, during the term of this Agreement, the Employee may acquire, engage
in business with, and receive compensation from any other company or business,
provided, however, that (i) in the case of an acquisition of a business
operating cable television systems, telephony systems, internet systems, or
other communication or new media services or products, Employer must have been
offered the opportunity to acquire such business on terms and conditions not
less favorable than the terms upon which Employee purchases such business; (ii)
such other company or business shall not be in competition with Employer; and
(iii) Employee shall continue to devote substantially all of his time to the
business affairs of the Employer. The Employer will be deemed to have been
afforded an opportunity to purchase a business if, at least 60 days prior to
any such acquisition by the Employee, the Employer is presented a description
of such business and a detailed description of the terms upon which such
business is to be purchased, and the Board of Directors of the Employer (i)
votes not to acquire such business pursuant to such terms, (ii) fails to make a
determination whether to acquire such business within 20 days of receipt of
such description of such business and such terms, or (iii) terminates
negotiations with such business after initially determining to negotiate to
acquire such business.

12. SPECIFIC PERFORMANCE. The Employee agrees that damages at law
will be an insufficient remedy to the Employer if the Employee violates the
terms of Sections 9, 10 or 11 of this Agreement and that the Employer would
suffer irreparable damage as a result of such violation. Accordingly, it is
agreed that the Employer shall be entitled, upon application to a court of
competent jurisdiction, to obtain injunctive relief to enforce the provisions
of such Sections, which injunctive relief shall be in addition to any other
rights or remedies available to the Employer. The Employee agrees to pay to
the Employer all costs and expenses incurred by the Employer relating to the
enforcement of the terms of Sections 9, 10 or 11 of this Agreement, including
reasonable fees and disbursements of counsel (both at trial and in appellate
proceedings).

14. WAIVER OF BREACH. The waiver by the Employer of a breach of
any of the provisions of this Agreement by the Employee shall not be construed
as a waiver of any subsequent breach by the Employee.

15. ASSIGNMENT. The rights and obligations of the Employer under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Employer. This Agreement is a personal
employment contract and the rights, obligations and interests of the Employee
hereunder may not be sold, assigned, transferred, pledged or hypothecated.

-9-
<PAGE> 10
16. ENTIRE AGREEMENT. This Agreement contains the entire
agreement and supersedes all prior agreements and understandings, oral or
written, between the Employer (or its subsidiaries) and Employee, with respect
to the subject matter hereof, including, without limitation, the 1996 Agreement
and Section D.3 of the Amended and Restated Stockholders Agreement dated as of
October 31, 1995, among Classic Communications, Inc., the Employee, and the
other stockholders of Classic Communications, Inc., as amended, which agreement
provides for severance compensation to the Employee upon termination of his
employment with Classic Communications, Inc. This Agreement may be changed
only by an agreement in writing signed by the party against whom any waiver,
change, amendment, modification or discharge is sought.

17. CONSTRUCTION AND INTERPRETATION.

(a) This Agreement shall be governed by and construed pursuant to
the laws of the State of Texas.

(b) The headings of the various sections in this Agreement are
inserted for convenience of the parties and shall not affect the meaning,
construction or interpretation of this Agreement.

(c) Any provision of this Agreement which is determined by a court
of competent jurisdiction to be prohibited, unenforceable or not authorized in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition, unenforceability or non-authorization without invalidating
the remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction. In any such case, such
determination shall not affect any other provision of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect.
If any provision or term of this Agreement is susceptible to two or more
constructions or interpretations, one or more of which would render the
provision or term void or unenforceable, the parties agree that a construction
or interpretation which renders the term or provision valid shall be favored.

18. NOTICE. All notices which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given
when received if personally delivered; when transmitted if transmitted by
telecopy or similar electronic transmission method; one working day after it is
sent, if sent by recognized expedited delivery service; and five days after it
is sent, if mailed, first class mail, certified mail, return receipt requested,
with postage prepaid. In each case notice shall be sent:

To the Employer: Classic Communications, Inc.
Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

-10-
<PAGE> 11
With a copy to: Cary Ferchill
Winstead Sechrest & Minick P.C.
100 Congress Avenue, Suite 800
Austin, Texas 78701

To the Employee at his address herein above written.

19. VENUE; PROCESS. The parties to this Agreement agree that
jurisdiction and venue in any action brought pursuant to this Agreement to
enforce its terms or otherwise with respect to the relationships between the
parties shall properly lie in the District Court of the State of Texas in and
for Travis County. Such jurisdiction and venue are merely permissive;
jurisdiction and venue shall also continue to lie in any court where
jurisdiction and venue would otherwise be proper. The parties agree that they
will not object that any action commenced in the foregoing jurisdiction is
commenced in a forum non conveniens. The parties further agree that the
mailing by certified or registered mail, return receipt requested, of any
process required by any such court shall constitute valid and lawful service of
process against them, without the necessity for service by any other means
provided by statute or rule of court.

* * * *

-11-
<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.

CLASSIC COMMUNICATIONS, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------------
J. Merritt Belisle
Chief Executive Officer

CLASSIC CABLE, INC.

By: /s/ J. MERRITT BELISLE
----------------------------------------
J. Merritt Belisle
Chief Executive Officer

/s/ STEVEN E. SEACH
----------------------------------------
STEVEN E. SEACH

-12-

<PAGE> 1

EXHIBIT 10.3
================================================================

CREDIT AGREEMENT

among

CLASSIC CABLE, INC.
as Borrower

THE LENDERS PARTIES HERETO,

UNION BANK OF CALIFORNIA, N.A.

and

GOLDMAN SACHS CREDIT PARTNERS L.P.
as Co-Arrangers

GOLDMAN SACHS CREDIT PARTNERS L.P.
as Syndication Agent

and

UNION BANK OF CALIFORNIA, N.A.
as Administrative and Documentation Agent

Dated as of July 29, 1998

===============================================================
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . 2
1.1 Defined Terms . . . . . . . . . . . . . . . . . . 2
1.2 Other Definitional Provisions . . . . . . . . . . 27

SECTION 2. AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT;
COMMITMENT AMOUNTS . . . . . . . . . . . . . . . . 28
2.1 Revolving Loans and Letters of Credit;
Revolving Loan Commitment Amounts . . . . . . . 28
2.2 Term Loans; Term Loan Commitment . . . . . . . . . 32
2.3 Issuance of Letters of Credit . . . . . . . . . . 35

2.4 Optional Prepayments. . . . . . . . . . . . . . . 38
2.5 Mandatory Prepayments . . . . . . . . . . . . . . 38
2.6 Conversion and Continuation Options . . . . . . . 41
2.7 Minimum Amounts of Tranches. . . . . . . . . . . . 42
2.8 Interest Rates and Payment Dates. . . . . . . . . 42
2.9 Computation of Interest and Fees. . . . . . . . . 43
2.10 Inability to Determine Interest Rate. . . . . . . 44
2.11 Pro Rata Treatment and Payments . . . . . . . . . 45
2.12 Illegality . . . . . . . . . . . . . . . . . . . . 45
2.13 Increased Costs. . . . . . . . . . . . . . . . . . 46
2.14 U.S. Taxes. . . . . . . . . . . . . . . . . . . . 47
2.15 Indemnity . . . . . . . . . . . . . . . . . . . . 49
2.16 Unused Commitment Fees . . . . . . . . . . . . . . 50
2.17 Mitigation of Costs. . . . . . . . . . . . . . . . 50
2.18 Registered Loans . . . . . . . . . . . . . . . . . 50

SECTION 3. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . 51
3.1 Organization and Good Standing. . . . . . . . . . 51
3.2 Power and Authority. . . . . . . . . . . . . . . . 51
3.3 Validity and Legal Effect. . . . . . . . . . . . . 51
3.4 No Violation of Laws or Agreements. . . . . . . . 51
3.5 Title to Assets; Existing Encumbrances;
Legal Names. . . . . . . . . . . . . . . . . . . . 52
3.6 Capital Structure; Equity Ownership; Subordinated
Debt . . . . . . . . . . . . . . . . . . . . . . . 52
3.7 Subsidiaries and Affiliates. . . . . . . . . . . . 52
3.8 Material Contracts. . . . . . . . . . . . . . . . 53
3.9 Taxes and Assessments. . . . . . . . . . . . . . . 53
3.10 Litigation and Legal Proceedings. . . . . . . . . 54
3.11 Accuracy of Financial Information. . . . . . . . . 54
3.12 Accuracy of Other Information. . . . . . . . . . . 54
3.13 Compliance with Laws Generally. . . . . . . . . . 55
3.14 ERISA Compliance. . . . . . . . . . . . . . . . . 55
3.15 Environmental Compliance. . . . . . . . . . . . . 56
3.16 Federal Regulations. . . . . . . . . . . . . . . . 57
3.17 Fees and Commissions. . . . . . . . . . . . . . . 57
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
3.18 Representations and Warranties in
Acquisition Agreement. . . . . . . . . . . . . . 57
3.19 Solvency. . . . . . . . . . . . . . . . . . . . . 57
3.20 Franchises. . . . . . . . . . . . . . . . . . . . 57
3.21 The CATV Systems . . . . . . . . . . . . . . . . . 58
3.22 Rate Regulation . . . . . . . . . . . . . . . . . 59
3.23 Investment Company Act; Public Utility
Holding Company Act. . . . . . . . . . . . . . . 60
3.24 Nature of Business . . . . . . . . . . . . . . . . 60
3.25 Ranking of Loans . . . . . . . . . . . . . . . . . 61

SECTION 4. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . 61
4.1 Conditions to Closing Date . . . . . . . . . . . . 61
4.2 Conditions to Each Loan or Letter of Credit . . . 65
4.3 Condition Subsequent . . . . . . . . . . . . . . . 66

SECTION 5. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . 66
5.1 Financial Statements . . . . . . . . . . . . . . . 66
5.2 Certificates; Other Information . . . . . . . . . 67
5.3 Payment of Obligations. . . . . . . . . . . . . . 69
5.4 Conduct of Business and Maintenance of
Existence. . . . . . . . . . . . . . . . . . . . 70
5.5 Maintenance of Property . . . . . . . . . . . . . 70
5.6 Insurance . . . . . . . . . . . . . . . . . . . . 70
5.7 Inspection of Property; Books and Records;
Discussions. . . . . . . . . . . . . . . . . . . 70
5.8 Environmental Laws . . . . . . . . . . . . . . . . 71
5.9 Use of Proceeds . . . . . . . . . . . . . . . . . 71
5.10 Compliance With Laws, Etc . . . . . . . . . . . . 72
5.11 Certain Obligations Respecting Subsidiaries;
Prohibitions on Certain Agreements . . . . . . . 72
5.12 Interest Rate Protection . . . . . . . . . . . . . 73
5.13 Year 2000 . . . . . . . . . . . . . . . . . . . . 74

SECTION 6. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . 74
6.1 Financial Condition Covenants . . . . . . . . . . 74
6.2 Limitation on Indebtedness . . . . . . . . . . . . 76
6.3 Limitation on Liens . . . . . . . . . . . . . . . 77
6.4 Limitation on Fundamental Changes . . . . . . . . 78
6.5 Limitation on Sale of Assets . . . . . . . . . . . 79
6.6 Limitation on Dividends . . . . . . . . . . . . . 80
6.7 Limitation on Investments, Loans and
Advances . . . . . . . . . . . . . . . . . . . . 80
6.8 Modifications of Certain Documents;
Subordinated Indebtedness; Certain Changes . . . 83
6.9 Transactions with Affiliates . . . . . . . . . . . 84
6.10 Fiscal Year . . . . . . . . . . . . . . . . . . . 84
6.11 Sale-Leaseback Transactions . . . . . . . . . . . 84
6.12 Management Fees . . . . . . . . . . . . . . . . . 84
6.13 Lines of Business . . . . . . . . . . . . . . . . 84
6.14 Limitation on Equity Offerings . . . . . . . . . . 85
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
SECTION 7. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . 85

SECTION 8. THE AGENT. . . . . . . . . . . . . . . . . . . . . 90
8.1 Appointment . . . . . . . . . . . . . . . . . . . 90
8.2 Delegation of Duties . . . . . . . . . . . . . . . 91
8.3 Exculpatory Provisions . . . . . . . . . . . . . . 91
8.4 Reliance by the Agent . . . . . . . . . . . . . . 91
8.5 Notice of Default . . . . . . . . . . . . . . . . 92
8.6 Non-Reliance on the Agent and Other Lenders . . . 92
8.7 Indemnification . . . . . . . . . . . . . . . . . 93
8.8 The Facility Agents in Their Individual
Capacities . . . . . . . . . . . . . . . . . . . 94
8.9 Successor Agent . . . . . . . . . . . . . . . . . 94
8.10 Collateral Documents . . . . . . . . . . . . . . . 94

SECTION 9. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . 95
9.1 Amendments and Waivers . . . . . . . . . . . . . . 95
9.2 Notices . . . . . . . . . . . . . . . . . . . . . 96
9.3 No Waiver; Cumulative Remedies . . . . . . . . . . 97
9.4 Survival of Representations and Warranties . . . . 97
9.5 Payment of Expenses and Taxes . . . . . . . . . . 97
9.6 Successors and Assigns; Participations;
Purchasing Lenders . . . . . . . . . . . . . . . 99
9.7 Adjustments; Set-Off . . . . . . . . . . . . . . . 102
9.8 Counterparts . . . . . . . . . . . . . . . . . . . 103
9.9 Severability. . . . . . . . . . . . . . . . . . . 103
9.10 Integration . . . . . . . . . . . . . . . . . . . 103
9.11 GOVERNING LAW. . . . . . . . . . . . . . . . . . . 104
9.12 Acknowledgements . . . . . . . . . . . . . . . . . 104
9.13 Headings . . . . . . . . . . . . . . . . . . . . . 104
9.14 Copies of Certificates, Etc . . . . . . . . . . . 104
9.15 Treatment of Certain Information;
Confidentiality. . . . . . . . . . . . . . . . . 104
9.16 Consent to Jurisdiction . . . . . . . . . . . . . 105
9.17 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . 105
9.18 Interest Rates . . . . . . . . . . . . . . . . . . 106

Exhibits

A-1 Form of Revolving Note
A-2 Form of Term Note
B Form of Assignment and Acceptance
C Form of Quarterly Officer's Report
D Form of Covenant Compliance Certificate
E Form of Continuation Notice
F Form of Letter of Credit Request
G Form of Regulatory Opinion
H Form of Borrowing Notice
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
Schedules
<S> <C>
2.1 Commitments
3.1 Business Qualification Jurisdictions
3.5 Legal and Trade Names
3.7 Subsidiaries and Affiliates
3.8 Material Contracts
3.9 Net Operating Losses
3.10 Litigation
3.17 Certain Fees
3.20 Franchises
3.21 Certain Matters Relating to CATV Systems
3.22 Effective Competition with respect to CATV Systems
6.2 Indebtedness
6.3 Liens
6.7 Investments
</TABLE>
<PAGE> 6

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of July 29, 1998, among (1) CLASSIC
CABLE, INC., a Delaware corporation (the "Borrower"), (2) the several banks and
other financial institutions from time to time parties to this Agreement (the
"Lenders"), (3) UNION BANK OF CALIFORNIA, N.A. and GOLDMAN SACHS CREDIT
PARTNERS L.P., as Co-Arrangers, (4) GOLDMAN SACHS CREDIT PARTNERS L.P., as
Syndication Agent, (5) UNION BANK OF CALIFORNIA, N.A., as Documentation Agent
and (6) UNION BANK OF CALIFORNIA, N.A., as Administrative Agent for the Lenders
hereunder (in such capacity, the "Agent").

RECITALS

A. Black Creek Communications, Inc., as buyer, and Cable One,
Inc., as seller ("Cable One") have entered into that certain Asset Purchase
Agreement dated as of May 14, 1998, the buyer's interest under which has been
assigned to Black Creek Communications, L.P., a Delaware limited partnership
and a wholly-owned subsidiary of the Borrower ("Black Creek"), pursuant to an
Assignment of Asset Purchase Agreement dated as of June 19, 1998 (such
agreement, as it amended by such Assignment and as it may be further amended
from time to time, the "Acquisition Agreement"). Pursuant to the Acquisition
Agreement Black Creek will purchase certain cable television systems and
related assets located in Kansas, Missouri, Oklahoma and Texas (such
acquisition, the "Cable One Acquisition") for a purchase price not more than
$42,500,000 (as such price may be adjusted pursuant to the Acquisition
Agreement).

B. The Borrower has requested that the Lenders extend loans and
make available letters of credit to it from time to time, in an aggregate
amount not exceeding $125,000,000, for the purposes of (i) refinancing certain
existing indebtedness, (ii) consummating the Cable One Acquisition and
additional Permitted Acquisitions, (iii) funding working capital and capital
expenditures and (iv) funding general corporate purposes, in each case on the
terms and conditions set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

<PAGE> 7
SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

"Access Lines": communication transmission lines that connect
customers of a Telephone System to switching centers that are part of a
Telephone System.

"Accountants": Ernst & Young LLP, or such other firm of independent
certified public accountants of recognized national standing as shall be
selected by the Borrower and satisfactory to the Agent.

"Acquisition Agreement": as defined in the Recitals hereto.

"Affiliate": as to any Person, (a) any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person, (b) any Person who is a director, officer, shareholder or
partner (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of
any Person described in the preceding clause (a), (c) any spouse, immediate
family member or other relative who has the same principal residence of any
Person described in the preceding clauses (a) and (b), or (d) any trust in
which any such Person described in the preceding clauses (a), (b) or (c) is the
principal beneficiary. For purposes of this definition, "control" of a Person
means the power, directly or indirectly, either to (i) vote securities having
5% or more of the ordinary voting power for the election of directors of such
Person or (ii) direct or cause the direction of the management and policies of
such Person whether by contract or otherwise.

"Agent": as defined in the preamble hereto.

"Aggregate Available Revolving Loan Commitment": the sum of the
Available Revolving Loan Commitments of each Lender.

"Aggregate Commitment": the sum of the Aggregate Revolving Loan
Commitment and the Aggregate Term Loan Commitment.

"Aggregate Revolving Loan Commitment": the sum of the Revolving Loan
Commitments set forth on the signature pages hereto, as the same may be
adjusted from time to time pursuant to the provisions hereof.

"Aggregate Term Loan Commitment": the sum of the Term Loan
Commitments set forth on the signature pages hereto.

"Agreement": this Credit Agreement, as amended, waived, supplemented
or otherwise modified from time to time.

-2-

<PAGE> 8
"Annualized Operating Cash Flow": as at any date, the product of (i)
Operating Cash Flow for the fiscal quarter ending on or most recently ended
prior to such date times (ii) four; provided that with respect to any
calculation of Annualized Operating Cash Flow made as of March 31 of any fiscal
year, "Annualized Operating Cash Flow" shall be equal to the product of (x)
Operating Cash Flow for the two consecutive fiscal quarter period ending on
March 31 times (y) two.

"Applicable Lending Office": for any Lender, its offices for LIBOR
Loans, Base Rate Loans and participations in Letters of Credit, specified below
its signature on the signature pages hereof or in the Assignment and Acceptance
pursuant to which it became a party hereto, as the case may be, any of which
offices may, upon 10 days' prior written notice to the Agent and the Borrower,
be changed by such Lender.

"Applicable Revolving Loan Margin": with respect to Revolving Loans,
for each LIBOR Loan and for each Base Rate Loan as set forth below:

<TABLE>
<CAPTION>
Revolving Loan
Leverage Level LIBOR Base Rate
-------------- ----- ---------
<S> <C> <C>
1(greater than or equal to 6.75:1) +2.250% +1.250%
2(less than 6.75:1-greater than or
equal to 6.25:1) +2.125% +1.125%
3(less than 6.25:1-greater than or
equal to 5.75:1) +2.000% +1.000%
4(less than 5.75:1-greater than or
equal to 5.25:1) +1.875% +0.875%
5(less than 5.25:1-greater than or
equal to 4.75:1) +1.750% +0.750%
6(less than or equal to 4.75:1) +1.625% +0.625%
</TABLE>

"Applicable Term Loan Margin": with respect to Term Loans, for each
LIBOR Loan and for each Base Rate Loan as set forth below:

<TABLE>
<CAPTION>
Term Loan
Leverage Level LIBOR Base Rate
-------------- ----- ---------
<S> <C> <C>
1(greater than or equal to 5.50:1) +2.625% +1.625%
2(less than 5.50:1) +2.250% +1.250%
</TABLE>

"Applicable Margin": the Applicable Revolving Loan Margin or the
Applicable Term Loan Margin, as applicable.

"Asset Disposition": the sale, sale and leaseback, transfer,
conveyance, exchange, long-term lease accorded sales treatment under GAAP or
similar disposition (including by means of a merger, consolidation,
amalgamation, joint venture or other substantive combination) of any of the
Properties, business or assets (other than marketable securities, including
"margin stock" within the meaning of Regulation U, liquid investments and other
financial instruments but, including, without limitation,

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<PAGE> 9
the assignment of any lease, license or permit relating to the Properties) of
the Borrower or any of its Subsidiaries to any Person or Persons other than to
the Borrower or any of its Wholly Owned Subsidiaries; provided that Asset
Dispositions shall not include the sale or other disposition in the ordinary
course of business and on ordinary business terms of assets in an aggregate
amount not exceeding $500,000.

"Assignment and Acceptance": an Assignment and Acceptance
substantially in the form of Exhibit B to this Agreement.

"Available Revolving Loan Commitment": with respect to each Lender
having a Revolving Loan Commitment on the date of determination thereof, the
amount by which (a) the Revolving Loan Commitment of such Lender on such date
exceeds (b) the principal sum of such Lender's (i) Revolving Loans outstanding,
(ii) Revolving Loan Commitment Percentage of the aggregate Letter of Credit
Amount of all Letters of Credit outstanding and (iii) Revolving Loan Commitment
Percentage of the aggregate amount of unreimbursed drawings under all Letters
of Credit on such date.

"Base Rate": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Reference
Rate in effect on such day and (b) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%. "Reference Rate" shall mean the rate of interest
per annum publicly announced from time to time by Union Bank of California,
N.A. as its "reference rate" in effect at its office in Los Angeles,
California. "Federal Funds Effective Rate" shall mean, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a Business
Day, the average of the quotations for the day of such transactions received by
the Agent from three federal funds brokers of recognized standing selected by
it. If, for any reason, the Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including, without limitation, the
inability or failure of the Agent to obtain sufficient quotations in accordance
with the terms hereof, the Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition until the circumstances
giving rise to such inability no longer exist. Any change in the Base Rate due
to a change in the Reference Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change in the Reference Rate or the
Federal Funds Effective Rate, respectively.

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<PAGE> 10
"Base Rate Loans": Loans the rate of interest applicable to which is
based upon the Base Rate.

"Basic Subscribers": as at any date, Subscribers who subscribe to a
CATV System at the regular basic monthly subscription rate for such CATV System
to a single household Subscriber (exclusive of "secondary outlets," as such
term is commonly understood in the cable television industry), plus (b) the
number of Subscribers determined by dividing the aggregate dollar monthly
amount billed to bulk Subscribers (hotels, motels, apartment buildings,
hospitals and the like), by the regular basic monthly subscription rate for
basic service charged by the CATV System in which such bulk Subscriber is
located.

"Belisle Note": that series of promissory notes made by J. Merritt
Belisle and payable to the Borrower in the aggregate original principal amount
of $196,998.

"Black Creek": as defined in the Recitals hereto.

"Borrower": as defined in the preamble hereto.

"Borrowing Notice": a notice from the Borrower to the Agent
requesting a borrowing of Loans, substantially in the form of Exhibit G hereto.

"Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in the State of California or New York City are
authorized or required by law to close and which, in the case of a LIBOR Loan,
is a Eurodollar Business Day.

"Cable One Acquisition": as defined in the recitals hereto.

"Capital Expenditures": for any period, expenditures (including,
without limitation, the aggregate amount of Capitalized Lease Obligations
incurred during such period) made by the Borrower or any of its Subsidiaries to
acquire or construct fixed assets, plant and equipment (including renewals,
improvements and replacements, but excluding repairs and excluding also the
Acquisition or any Permitted Acquisition) during such period computed in
accordance with GAAP.

"Capitalized Lease Obligations": obligations for the payment of rent
for any real or personal property under leases or agreements to lease that, in
accordance with GAAP, have been or should be capitalized on the books of the
lessee and, for purposes hereof, the amount of any such obligation shall be the
capitalized amount thereof determined in accordance with GAAP.

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<PAGE> 11
"Capital Stock": any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
any and all warrants, options or rights to purchase any of the foregoing or any
other securities convertible into any of the foregoing.

"Cash Collateral Deposit": cash deposits made by the Borrower to the
Agent, to be held by the Agent as Collateral in the Collateral Account pursuant
to the Security Agreement, for the reimbursement of drawings under Letters of
Credit.

"Cash Income Taxes": cash income taxes paid by the Borrower and its
Subsidiaries during the fiscal quarter most recently ended and the immediately
preceding three fiscal quarters.

"Casualty Event": with respect to any Property of any Person, any
loss of or damage to, or any condemnation or other taking of, such Property for
which such Person or any of its Subsidiaries receives insurance proceeds, or
proceeds of a condemnation award or other compensation.

"CATV System": any cable distribution system that receives broadcast
signals by antennae, microwave transmission, satellite transmission or any
other form of transmission and that amplifies such signals and distributes them
to Persons who pay to receive such signals.

"Co-Arranger": as defined in the preamble hereto.

"CCI: Classic Communications, Inc., a Delaware corporation.

"CCI Indenture": that certain Indenture dated as of July 29, 1998,
between the CCI and Banc One, N.A. as trustee, as it may be amended or
otherwise modified from time to time in accordance with the terms hereof.

"CCI Notes": $114,000,000 Classic Communications, Inc. Units
Consisting of 13 1/4% Senior Discount Notes due 2009 (consisting of $59,979,960
gross proceeds) issued pursuant to the CCI Indenture.

"Classic Telephone": Classic Telephone, Inc., a Delaware corporation.

"Closing Date": the date on which the conditions precedent set forth
in Section 4.1 have been satisfied.

"Code": the Internal Revenue Code of 1986, as amended from time to
time.

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<PAGE> 12
"Collateral": all of the property (tangible or intangible) purported
to be subject to the lien or security interest purported to be created by any
mortgage, deed of trust, security agreement, pledge agreement, assignment or
other security document heretofore or hereafter executed by the Borrower as
security for all or part of the Obligations.

"Collateral Account": as defined in Section 5 of the Security
Agreement.

"Collateral Documents": the Security Agreement, all notices of
security interests in deposit accounts requested by the Agent pursuant to the
Security Agreement, all Form UCC-1 Financing Statements and amendments thereto
and any other document encumbering the Collateral or evidencing or perfecting a
security interest therein for the benefit of the Lenders executed by the
Borrower.

"Commitment Percentage": as to any Lender at any time, the percentage
of the Aggregate Commitment then constituted by such Lender's Commitments.

"Commitments": as to any Lender, any Revolving Loan Commitment and
any Term Loan Commitment held by it hereunder.

"Commonly Controlled Entity": as to any Person, an entity, whether or
not incorporated, which is under common control with such Person within the
meaning of Section 4001 of ERISA or is part of a group which includes such
Person and which is treated as a single employer under Section 414 of the Code.

"Communications Act": the Communications Act of 1934, as amended, and
the rules and regulations issued thereunder, as from time to time in effect.

"Continuation Notice": a request for continuation or conversion of a
Loan as set forth in Section 2.6, substantially in the form of Exhibit E.

"Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

"Covenant Compliance Certificate": a certificate of a senior
financial officer of the Borrower substantially in the form of Exhibit D
hereto.

"Cumulative Credit": as defined in the Subordinated Indenture.

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<PAGE> 13
"Cumulative Interest Expense": as defined in the Subordinated
Indenture.

"Debt Offering": any issuance or sale by CCI, the Borrower or any of
their respective Subsidiaries of any debt securities.

"Debt Service": for any period, the sum, for the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) in the case of Revolving Loans
under this Agreement, the aggregate amount of payments of principal of such
Loans that, giving effect to Commitment reductions scheduled to be made during
such period pursuant to Section 2.1(e), were required to be made pursuant to
this Agreement during such period plus (b) in the case of all other
Indebtedness, all regularly scheduled payments or regularly scheduled
prepayments of principal of Indebtedness (including, without limitation, the
principal component of any payments in respect of Capitalized Lease
Obligations, but excluding prepayments under Section 2.5 hereof) made during
such period plus (c) all Interest Expense for such period.

"Default": any of the events specified in Section 7, whether or not
any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

"Documentation Agent": as defined in the preamble hereto.

"Dollars" and "$": dollars in lawful currency of the United States.

"Drawing Lender": as defined in Section 2.3(c).

"Employee Nonrecourse Guarantees": each Employee Nonrecourse
Guarantee, in form and substance reasonably satisfactory to the Co-Arrangers,
made by each Shareholder Employee in favor of the Agent, for the benefit of the
Lenders, as the same may be amended from time to time in accordance with the
terms hereof.

"Employee Pledge Agreements": each Employee Pledge Agreement, in form
and substance reasonably satisfactory to the Co-Arrangers, made by each
Shareholder Employee in favor of the Agents for the benefit of the Lenders, as
the same may be amended from time to time in accordance within the terms
hereof.

"Environmental Control Statutes": as defined in Section 3.15.

"Equity Offering": (a) the sale or issuance (or reissuance) by the
Borrower, any Subsidiary, or CCI of any equity interest (common stock,
preferred stock, partnership interests, limited

-8-

<PAGE> 14
liability company interests or otherwise) or any options, warrants, convertible
securities or other rights to purchase such beneficial or equity interests, or
(b) the receipt by the Borrower, any Subsidiary or CCI of any capital
contribution (whether or not evidenced by any equity security); provided that
Equity Offering shall not include (i) any exercise of a warrant for which the
respective exercise price is nominal, (ii) any such issuance or sale by any
Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary of
the Borrower, (iii) any capital contribution by the Borrower or any Wholly
Owned Subsidiary of the Borrower to any Subsidiary of the Borrower or (iv) any
such issuance or sale of stock in the Borrower the proceeds of which are
applied concurrently with the receipt thereof (or within 10 Business Days
thereafter) to consummate a Permitted Acquisition pursuant to Section 6.7(h).

"Equity Rights": with respect to any Person, any subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind
(including, without limitation, any stockholders' or voting trust agreements)
for the issuance, sale, registration or voting of, or securities convertible
into, any additional shares of capital stock of any class, or partnership or
other ownership interests of any type in, such Person.

"Equityholder Agreements" each shareholder agreement, limited
liability company agreement, partnership agreement, voting agreement, buy-sell
agreement, option, warrant, put, call, or right of first refusal, and any other
agreement or instrument with conversion rights into equity of the Borrower or
any Subsidiary either (a) between the Borrower or any Subsidiary and any holder
or prospective holder of any equity interest of the Borrower or any Subsidiary
(including interests convertible into such equity) or (b) otherwise between any
two or more such holders of equity interests.

"ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"ERISA Affiliate": as to any Person, each trade or business including
such Person, whether or not incorporated, which together with such Person would
be treated as a single employer under Section 4001(a)(14) of ERISA.

"Eurodollar Business Day": any day on which banks are open for
dealings in Dollar deposits in the London Interbank Market.

"Event of Default": any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

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<PAGE> 15
"Excess Cash Flow": for any period, the excess of (a) the sum of (i)
Operating Cash Flow for such period plus (ii) cash receipts during such period
in respect of any extraordinary or non-recurring gains to the extent not
required pursuant to Section 2.5(b) to be applied to the prepayment of the
Loans and reductions of the Commitments (or minus cash payments during such
period in respect of any extraordinary or non-recurring losses) over (b) the
sum of (i) Fixed Charges for such period (minus the amount of any Capital
Expenditures to the extent financed with the proceeds of Indebtedness incurred
pursuant to Section 6.2(g) during such period) plus (ii) the excess, if any, of
Working Investment at the end of such period over Working Investment at the
beginning of such period (or minus the excess, if any of Working Investment at
the beginning of such period over Working Investment at the end of such
period).

"Existing Credit Agreement": the Amended and Restated Credit
Agreement dated as of October 31, 1995 among the Borrower and WTAC, as
borrowers, the lenders referred to therein, and The Chase Manhattan Bank, as
agent for such lenders.

"FCC": the Federal Communications Commission or any successor
thereto.

"Facility Agent": as defined inn Section 8.1.

"Federal Funds Effective Rate": as defined in the definition of "Base
Rate" contained in this Section 1.1.

"Fixed Charge Coverage Ratio": as at the last day of any fiscal
quarter, the ratio of Annualized Operating Cash Flow as at such last day to
Fixed Charges for the four quarter period ending on such day.

"Fixed Charges": for any period, the sum, for the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (i) Debt Service for such period, (ii)
Capital Expenditures for such period and (iii) Cash Income Taxes for such
period.

"Franchise": a franchise, license, authorization or right by contract
or otherwise to construct, own, operate, promote, extend and/or otherwise
exploit any CATV System or Telephone System operated or to be operated by the
Borrower or any of its Subsidiaries granted by any state, county, city, town,
village or other local or state government authority or by the FCC. The term
"Franchise" shall include each of the Franchises set forth on Schedule 3.20
hereto.

"GAAP": generally accepted accounting principles in the United States
in effect from time to time. If, at any time, GAAP changes in a manner which
will materially affect the calculations

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<PAGE> 16
determining compliance by the Borrower with any of the covenants in Section
6.1, such covenants shall continue to be calculated in accordance with GAAP in
effect prior to such changes in GAAP.

"Governmental Authority": any nation or government, any federal,
state or other political subdivision thereof and any federal, state or local
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

"GSCP": Goldman Sachs Credit Partners L.P.

"Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation (without duplication) of (a) the guaranteeing person or (b)
another Person (including, without limitation, any bank under any letter of
credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the "primary obligations") of any other third Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds for the purchase or payment of any such primary obligation or to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lesser of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are not stated
or determinable, in which case the amount of such Guarantee Obligation shall be
such guaranteeing person's maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith.

"Guarantees": the guarantees made by each of the Guarantors and all
other guarantees executed by a guarantor in favor of the

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<PAGE> 17
Agent for the benefit of the Lenders, in form and substance reasonably
satisfactory to the Co-Arrangers, as the same may be amended or modified from
time to time in accordance with the terms hereof.

"Guarantor Collateral": all of the property (tangible or intangible)
purported to be subject to the lien or security interest purported to be
created by any mortgage, deed of trust, security agreement, pledge agreement,
assignment or other security document heretofore or hereafter executed by any
Guarantor as security for all or part of the Obligations or the Guarantees.

"Guarantor Collateral Documents": the Guarantor Security Agreements,
all notices of security interests in deposit accounts requested by the Agent
pursuant to the Guarantor Security Agreements, all Form UCC-1 Financing
Statements and amendments thereto and any other document encumbering the
Guarantor Collateral or evidencing or perfecting a security interest therein
for the benefit of the Lenders executed by any Guarantor.

"Guarantor Security Agreements": (i) each Subsidiary Security
Agreement, in form and substance reasonably satisfactory to the Co-Arrangers,
made by each Subsidiary in favor of the Agent, for the benefit of the Lenders,
(ii) the Pledge Agreement and (iii) each Employee Pledge Agreement, as the same
may be amended from time to time in accordance with the terms hereof.

"Guarantors": (i) each Subsidiary, (ii) CCI and (iii) each Shareholder
Employee.

"Hazardous Material": collectively, (a) any petroleum or petroleum
products, flammable materials, explosives, radioactive materials, asbestos,
urea formaldehyde foam insulation, and transformers or other equipment that
contain polychlorinated biphenyls ("PCB's"), (b) any chemicals or other
materials or substances that are now or hereafter become defined as or included
in the definition of "hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous wastes", "toxic
substances", "toxic pollutants", "contaminants", "pollutants" or words of
similar import under any Environmental Control Statute and (c) any other
chemical or other material or substance, exposure to which is now or hereafter
prohibited, limited or regulated under any Environmental Control Statute.

"Indebtedness": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than trade liabilities (other than for
borrowed money) incurred in the ordinary course of business so long as such
trade liabilities are payable within 90 days of the date the respective

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<PAGE> 18
goods are delivered or the respective services are rendered) or which is
evidenced by a note, bond, debenture or similar instrument, (b) all obligations
of such Person under Capitalized Lease Obligations, (c) all obligations of such
Person in respect of acceptances issued or created for the account of such
Person, (d) all liabilities secured by any Lien on any property owned by such
Person even though such Person has not assumed or otherwise become liable for
the payment thereof, (e) all obligations of such Person, whether absolute or
contingent, in respect of letters of credit opened for the account of such
Person (other than any letters of credit opened for the purpose of facilitating
the purchase of goods and services in the ordinary course of business and
having a term of not more than 360 days), (f) all obligations of such Person
under Non-Compete Agreements and (g) all Guarantee Obligations of such Person
in respect of any indebtedness, obligations or liabilities of any other Person
of the type referred to in clauses (a) through (g) of this definition.

"Initial Stockholders": collectively, (a) J. Merritt Belisle, (b)
NationsBanc Capital Investors, (c) Steven E. Seach, (d) BT Capital Partners,
Inc. and Austin Ventures, L.P.

"Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

"Insolvent": pertaining to a condition of Insolvency.

"Interest Expense": for any period, the sum, for the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (i) all interest on Total Debt
(including, without limitation, the interest component of any payments in
respect of Capitalized Lease Obligations) which was paid, payable and/or
accrued for such period (without duplication of previous amounts and without
including "PIK" interest or similar interest, if any, which is not required
under the terms of the instrument creating such Indebtedness to be paid
currently in cash), (ii) all commitment, letter of credit or line of credit
fees paid, payable and/or accrued for such period (without duplication of
previous amounts) to any lender in exchange for such lender's commitment to
lend, (iii) net amounts payable (or receivable) under all Interest Rate
Agreements and (iv) all Restricted Payments made to CCI pursuant to Section
6.6(iii); provided, however, that if, as at any date (a "calculation date"),
fewer than four complete consecutive fiscal quarters have elapsed subsequent to
the Closing Date, Interest Expense shall be calculated only for the portion of
such period commencing on the Closing Date and ending on the calculation date
and shall then be annualized by multiplying the amount of such Interest Expense
by a fraction, the numerator of which is 365 and denominator of which is the
number of days

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<PAGE> 19
during the period commencing on the day immediately following the Closing Date
through and including the calculation date.

"Interest Payment Date": (a) as to any Base Rate Loan, the last day
of each March, June, September and December to occur while the Loans are
outstanding, (b) as to any LIBOR Loan having an Interest Period of three months
or less, the last day of such Interest Period, (c) as to any LIBOR Loan having
an Interest Period longer than three months, each day which is at the end of
each three month-period within such Interest Period after the first day of such
Interest Period and the last day of such Interest Period and (d) for each of
(a), (b) and (c) above, on the day on which the Term Loans and the Revolving
Loans become due and payable in full and are paid or prepaid in full.

"Interest Period": with respect to any LIBOR Loan:

(a) initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such LIBOR Loan and ending
one, two, three or six months thereafter, as selected by the Borrower in its
notice of borrowing or Continuation Notice, as the case may be, given with
respect thereto; and

(b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such LIBOR Loan and ending one, two,
three or six months thereafter, as selected by the Borrower by irrevocable
notice to the Agent not less than three Eurodollar Business Days prior to the
last day of the then current Interest Period with respect thereto;

provided that, all of the foregoing provisions relating to Interest Periods are
subject to the following:

(i) if any Interest Period pertaining to a LIBOR Loan
would otherwise end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless
the result of such extension would be to carry such Interest Period
into another calendar month in which event such Interest Period shall
end on the immediately preceding Business Day;

(ii) any Interest Period that would otherwise extend
beyond the date final payment is due on the Term Loans or the
Revolving Loans, as applicable, shall end on the date of such final
payment; and

(iii) any Interest Period pertaining to a LIBOR Loan that
begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day
of a calendar month.

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<PAGE> 20
"Interest Rate Agreement": any interest rate protection agreement,
interest rate future, interest rate option, interest rate swap, interest rate
cap or other interest rate hedge or arrangement which is designed solely to
protect against fluctuations in interest rates (and does not increase the
Indebtedness of the obligor outstanding at any time other than as a result of
fluctuations in interest rates) under which the Borrower is a party or a
beneficiary.

"Investment Banking Fee": pursuant to an agreement between J. Merritt
Belisle and Steven E. Seach, on the one hand, and the Borrower, on the other
hand, a fee to be paid by the Borrower to such individuals (i) on the Closing
Date in connection with the Acquisition in the aggregate amount of $550,000 and
(ii) thereafter from time to time in connection with the consummation of each
Permitted Acquisition, in an amount equal to not more than 1.0% of the purchase
price paid for such Permitted Acquisition.

"Lenders": as defined in the preamble hereto and Section 8.8 hereof.

"Letter of Credit": as defined in Section 2.1(a).

"Letter of Credit Amount": the stated maximum amount available to be
drawn under a particular Letter of Credit, as such amount may be reduced or
reinstated from time to time in accordance with the terms of such Letter of
Credit.

"Letter of Credit Request": a request by the Borrower for the
issuance of a Letter of Credit, on the Agent's standard form of Application for
Irrevocable Standby Letter of Credit, the current form of which is attached
hereto as Exhibit F, and containing terms and conditions satisfactory to the
Agent in its sole discretion.

"Leverage Level": the Revolving Loan Leverage Level or the Term Loan
Leverage Level, as applicable.

"LIBOR": with respect to any LIBOR Loan for any Interest Period
therefor, the arithmetic mean (rounded upwards, if necessary, to the nearest
1/16 of 1%), as determined by the Agent, of the rates per annum quoted by the
respective Reference Lenders at approximately 11:00 a.m. London time (or as
soon thereafter as practicable) on the date two Business Days prior to the
first day of such Interest Period for the offering by the respective Reference
Lenders to leading banks in the London interbank market of Dollar deposits
having a term comparable to such Interest Period and in an amount comparable to
the principal amount of the LIBOR Loan to be made by the respective Reference
Lenders for such Interest Period. If any Reference Lender is not participating
in any LIBOR Loans during any Interest Period

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<PAGE> 21
therefor, LIBOR for such Loans for such Interest Period shall be determined by
reference to the amount of such Loans that such Reference Lender would have
made or had outstanding had it been participating in such Loan during such
Interest Period.

"LIBOR Adjusted Rate": with respect to each day during each Interest
Period pertaining to a LIBOR Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

LIBOR
---------------------------------
1.00 - LIBOR Reserve Requirements

"LIBOR Loans": Loans the rate of interest applicable to which is
based upon LIBOR.

"LIBOR Reserve Requirements": for any day as applied to a LIBOR Loan,
the aggregate (without duplication) of the maximum rates (expressed as a
decimal fraction) of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System or
other Governmental Authority having jurisdiction with respect thereto) dealing
with reserve requirements prescribed for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of such Board)
maintained by a member bank of such Federal Reserve System.

"Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any Capitalized Lease Obligation having substantially the
same economic effect as any of the foregoing, and the filing of any financing
statement under the Uniform Commercial Code or comparable law of any
jurisdiction in respect of any of the foregoing).

"Loan": a Revolving Loan or a Term Loan.

"Loan Documents": this Agreement, the Notes, any Letter of Credit
Requests that are executed by the Borrower, the Collateral Documents, the
Guarantor Collateral Documents and the Guarantees and any other agreement
executed by an Obligor in connection therewith and herewith including, but not
limited to, UCC-1 Financing Statements, as such agreements and documents may be
amended, supplemented and otherwise modified from time to time in accordance
with the terms hereof.

"Majority Lenders": Lenders having at least 66 2/3% of the sum of (a)
the aggregate outstanding principal amounts of the

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<PAGE> 22
Term Loans or, if the Term Loans shall not have been made, the aggregate
outstanding principal amount of the Term Loan Commitments, plus (b) the sum of
(i) the Aggregate Available Revolving Loan Commitment at such time plus (ii)
the aggregate outstanding principal amount of the Revolving Loans plus (iii)
the aggregate amount of all participations purchased by lenders in any
outstanding Letters of Credit or unreimbursed drawings under Letters of Credit
at such time.

"Majority Revolving Loan Lenders": Revolving Loan Lenders having at
least 66 2/3% of the aggregate amount of the Revolving Commitments or, if the
Revolving Loan Commitments shall have terminated, Lenders holding at least
66 2/3% of the sum of (a) the aggregate unpaid principal amount of the
Revolving Loans plus (b) the aggregate amount of all participations purchased
by Lenders in any outstanding Letters of Credit or unreimbursed drawings under
Letters of Credit at such time.

"Margin Stock": as defined in Regulation U.

"Material Adverse Effect": a material adverse effect on (a) the
business, operations, property, financial condition, prospects, liabilities or
capitalization of the Borrower and its Subsidiaries taken as a whole, (b) the
ability of any Obligor to perform its respective obligations under the Loan
Documents, (c) the validity or enforceability of any of the Loan Documents or
the rights or remedies of the Agent and the Lenders hereunder or thereunder or
(d) the timely payment of the principal of or interest on the Loans or other
amounts payable in connection therewith.

"Material Contracts": as defined in Section 3.8.

"Maximum Senior Debt Ratio": as at any date, for the Borrower and its
Subsidiaries on a consolidated basis, the ratio of Senior Debt on such date
(calculated with reference to the last paragraph of Section 2.5(b)) to
Annualized Operating Cash Flow as at such date.

"Maximum Total Debt Ratio": as at any date, for the Borrower and its
Subsidiaries on a consolidated basis, the ratio of Total Debt on such date
(calculated with reference to the last paragraph of Section 2.5(b)) to
Annualized Operating Cash Flow as at such date.

"Multiemployer Plan": a plan which is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

"Net Proceeds": (A) with respect to any Asset Disposition, the net
amount equal to the aggregate amount received in cash, and the fair market
value of any non-cash consideration received, in connection with such Asset
Disposition minus the sum of (a)

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<PAGE> 23
the reasonable fees, commissions and other out-of-pocket expenses incurred by
the Borrower or any of its Subsidiaries in connection with such Asset
Disposition (other than amounts payable to Affiliates of the Person making such
disposition), (b) Indebtedness, other than the Loans, required to be paid as a
result of such Asset Disposition and (c) federal, state and local taxes
incurred and paid in connection with such Asset Disposition; (B) with respect
to any Equity Offering, the net amount equal to the aggregate amount received
in cash in connection with such Equity Offering minus the reasonable fees,
commissions and other out-of-pocket expenses incurred by the Borrower in
connection with such Equity Offering (other than amounts payable to Affiliates
of the Person making such Equity Offering); and (C) with respect to any
Casualty Event, the aggregate amount of proceeds of insurance, condemnation
awards and other compensation received by the Borrower and its Subsidiaries in
respect of such Casualty Event net of (i) reasonable expenses incurred by the
Borrower and its Subsidiaries in connection therewith and (ii) contractually
required repayments of Indebtedness to the extent secured by a Lien on such
Property and any income and transfer taxes payable by the Borrower and its
Subsidiaries in respect of such Casualty Event.

"Non-Compete Agreements": all agreements pursuant to which the
Borrower or any Subsidiary has agreed to make payments (whether in cash or in
kind) to another Person for the agreement of such Person not to compete with
the Borrower or such Subsidiary in a given area.

"Nonrecourse Guarantee": a Shareholder Nonrecourse Guarantee in form
and substance reasonably satisfactory to the Co-Arrangers, made by CCI in favor
of the Agent, for the benefit of the Lenders, as the same may be amended from
time to time in accordance with the terms hereof.

"Note": a Revolving Note or a Term Note, as the case may be, and
"Notes" shall mean the Revolving Notes and/or the Term Notes, as the case may
be.

"Obligations": the unpaid principal of and interest on (including,
without limitation, interest accruing after the maturity of the Term Loans and
the Revolving Loans and interest accruing on or after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding and whether
or not at a default rate) the Notes, the obligation to reimburse drawings under
Letters of Credit (including the contingent obligation to reimburse any
drawings under outstanding Letters of Credit) and all other obligations and
liabilities of the Obligors to the Agent, the Co-Arrangers

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<PAGE> 24
and the Lenders, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, the Notes, the Letters of Credit,
any other Loan Document and any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all reasonable fees and disbursements of counsel (including
the allocated reasonable cost of internal counsel) to the Agent, the
Co-Arrangers or the Lenders that are required to be paid by the Borrower
pursuant to the terms of this Agreement) or otherwise.

"Obligor": the Borrower, each Guarantor and any other Person (other
than a Lender) obligated under any Loan Document.

"Operating Cash Flow": for any period, the sum, for the Borrower and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) the aggregate gross operating
revenue for such period derived in the ordinary course of business in respect
of the CATV Systems and Telephone Systems, and the other businesses permitted
pursuant to Section 6.13, of the Borrower and its Subsidiaries (including
revenues arising from second outlets and remotes and advertising revenues, and
including pay-per-view revenues and installation fees, but excluding interest
income and unusual items) minus (b) all operating expenses for such period,
including, without limitation, technical, programming, selling and general
administration expenses incurred by the Borrower and its Subsidiaries, but
excluding (to the extent included in operating expenses) Interest Expense,
amortization, depreciation, income and withholding taxes, other non-cash
charges and extraordinary gains or losses plus (c) for each fiscal quarter of
the Borrower and its Subsidiaries ending on June 30, 1998, September 30, 1998,
December 31, 1998 and March 31, 1999, $125,000 plus (d) the effect of any
cancellation of the Belisle Note during such period (to the extent such effect
is included in operating expenses) plus (e) any Investment Banking Fee incurred
during such period (to the extent included in operating expenses) plus (f) for
any period ending prior to January 1, 2000, extraordinary bonuses paid to
employees of the Borrower or its Subsidiaries in an aggregate amount not to
exceed $500,000 in any fiscal year of the Borrower and its Subsidiaries.

Notwithstanding the foregoing, with respect to any calculation of
Operating Cash Flow for any periods occurring prior to consummation of the
Acquisition, such calculation shall be made (i) in compliance with Section
1.2(e) and (ii) for periods prior to July 1, 1998, such that the Acquisition is
included in such calculation for such period on a pro forma basis as if it
occurred on the first day of such period.

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<PAGE> 25
"Organic Documents": relative to any entity, its certificate or
articles of incorporation or organization, its by-laws or operating agreement,
any Equityholder Agreements, its partnership agreement, and any other
agreements or documents relating to the control or management of any such
entity (whether existing as corporation, a partnership, a limited liability
company or otherwise).

"Other Communications Business": any U.S. domestic internet service
provider, U.S. domestic data service provider, U.S. domestic long distance
services provider, U.S. domestic direct broadcast satellite services (DBS)
provider, U.S. domestic multichannel multipoint distribution services (MMDS)
provider or U.S. domestic local multipoint distribution services (LMDS)
provider.

"Participant": as defined in Section 9.6(b).

"Pay TV Units": the aggregate number of premium or pay television
services to which Subscribers subscribe.

"PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA or any successor thereto.

"Permitted Acquisition": the acquisition (whether by way of purchase
of assets or stock, by merger or consolidation or otherwise) by the Borrower,
or any Wholly Owned Subsidiary of the Borrower, of any (i) U.S. domestic CATV
System or (ii) Other Communications Business.

"Person": any individual, firm, partnership, joint venture,
corporation, association, limited liability company, business enterprise trust,
unincorporated organization, government or department or agency thereof or
other entity, whether acting in an individual, fiduciary or other capacity.

"Plan": as to any Person, any plan (other than a Multiemployer Plan)
subject to Title IV of ERISA maintained for employees of such Person or any
ERISA Affiliate of such Person (and any such plan no longer maintained by such
Person or any of such Person's ERISA Affiliates to which such Person or any of
such Person's ERISA Affiliates has made or was required to make any
contributions within any of the five preceding years).

"Pledge Agreement": a Shareholder Pledge Agreement in form and
substance reasonably satisfactory to the Co-Arrangers, made by CCI in favor of
the Agent, for the benefit of the Lenders, as the same may be amended from time
to time in accordance with the terms hereof.

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<PAGE> 26
"Pro Forma Debt Service": as at the last day of any fiscal quarter,
Debt Service for the period of four consecutive fiscal quarters immediately
following such last day, determined under the assumptions that (i) the rate of
interest applicable to Indebtedness of the Borrower and its Subsidiaries during
such period will not change from the blended average rate of interest in effect
on such last day and (ii) all regularly scheduled payments or prepayments of
principal of Indebtedness (including, without limitation, the principal
component of any payments in respect of Capitalized Lease Obligations) required
to be made during such period will be made when due.

"Pro Forma Debt Service Coverage Ratio": as at the last day of any
fiscal quarter, the ratio of (a) Annualized Operating Cash Flow as at such last
day to (b) Pro Forma Debt Service as at such last day.

"Prohibited Transaction": with respect to any Plan, a prohibited
transaction (as defined in Section 406 of ERISA) with respect to such Plan.

"Properties": the collective reference to the real and personal
(tangible and intangible) property owned, leased, used, occupied or operated,
under license or permit, (i) by the Obligors (other than CCI and the
Shareholder Employees) and (ii) by CCI and/or the Shareholder Employees, to the
extent encumbered by the Pledge Agreement or the Employee Pledge Agreements, as
applicable.

"Purchasing Lenders": as defined in Section 9.6(c).

"Qualified Public Offering": an offer or offerings of common stock of
CCI under one or more effective registration statements under the Securities
Act of 1933, as amended, such that, after giving effect thereto, (i) at least
20% of the common stock of CCI on a fully diluted basis (i.e., giving effect to
the exercise of any warrants, options and conversion and other rights) has been
sold pursuant to such offerings, and (ii) such offerings result in aggregate
cash proceeds being received by CCI of at least U.S. $25,000,000 exclusive of
underwriter's discounts and other expenses.

"Quarterly Officer's Report": a report of a senior financial officer
of the Borrower substantially in the form of Exhibit C hereto.

"Reference Lenders": Union Bank of California, N.A. and such other
Lenders, if any, that are from time to time party hereto as shall be specified
by the Borrower and agreed to by the Co-Arrangers as "Reference Lenders"
hereunder.

"Register": as defined in Section 9.6(d).

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<PAGE> 27
"Registered Loans": as defined in Section 2.18.

"Registered Notes": as defined in Section 2.18.

"Regulation D": Regulation D of the Board of Governors of the Federal
Reserve System, as the same is from time to time in effect, and all official
rulings and interpretations thereunder or thereof and any successor regulation
thereto.

"Regulation U": Regulation U of the Board of Governors of the Federal
Reserve System, as the same is from time to time in effect, and all official
rulings and interpretations thereunder or thereof and any successor regulation
thereto.

"Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.

"Reportable Event": any of the events set forth in Section 4043(b) of
ERISA, other than those events as to which the thirty day notice period is
waived under PBGC regulations.

"Requirement of Law": as to any Person, the Organic Documents of such
Person, and any law, treaty, rule or regulation, determination or policy
statement or interpretation of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

"Reserved Amount": with respect to any Asset Disposition, any
appropriate amount provided by the Borrower and its Subsidiaries as a reserve,
in accordance with GAAP, against any liabilities associated with such Asset
Disposition and retained by the Borrower or any of its Subsidiaries after such
Asset Disposition, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Disposition as reflected in a certificate of a senior financial
officer of the Borrower delivered to the Lenders at the time of such Asset
Disposition.

"Responsible Officer": with respect to the Borrower or any
Subsidiary, the chief executive officer, the president, any executive vice
president, any senior vice president or any vice president of such entity, or,
with respect to financial matters, the chief financial officer, treasurer or
controller of such entity.

"Restricted Payments": as defined in Section 6.6.

"Revolving Loan": as defined in Section 2.1(a).

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<PAGE> 28
"Revolving Loan Commitment": with respect to each Lender having a
Revolving Loan Commitment, its commitment listed as its "Revolving Loan
Commitment" in Schedule 2.1 hereto to make Revolving Loans and participate in
Letters of Credit hereunder through its Applicable Lending Office, as the same
shall be adjusted from time to time pursuant to this Agreement.

"Revolving Loan Commitment Expiration Date": January 31, 2007 or such
earlier date as the Aggregate Revolving Loan Commitment shall expire (whether
by acceleration, reduction to zero or otherwise).

"Revolving Loan Commitment Percentage": with respect to each
Revolving Loan Lender, the percentage equivalent of the ratio which such
Revolving Loan Lender's Revolving Loan Commitment bears to the Aggregate
Revolving Loan Commitment, as such Revolving Loan Lender's Revolving Loan
Commitment and the Aggregate Revolving Loan Commitment may be adjusted from
time to time pursuant to the terms hereof.

"Revolving Loan Lender": each Lender having a Revolving Loan
Commitment and/or which shall have (i) Revolving Loans outstanding and/or (ii)
participations in Letters of Credit which are outstanding.

"Revolving Loan Leverage Level": with respect to Revolving Loans, the
Leverage Level set forth opposite the applicable Maximum Total Debt Ratio in
the table below:

<TABLE>
<CAPTION>
Maximum Total Debt Ratio Leverage Level
------------------------ --------------
<S> <C>
greater than or equal to 6.75:1 1

less than 6.75:1 and greater than or equal to 6.25:1 2

less than 6.25:1 and greater than or equal to 5.75:1 3

less than 5.75:1 and greater than or equal to 5.25:1 4

less that 5.25:1 and greater than or equal to 4.75:1 5

less than 4.75:1 6
</TABLE>

"Revolving Note" and "Revolving Notes": as defined in Section 2.1(c).

"Security Agreement": the Security Agreement in form and substance
reasonably satisfactory to the Co-Arrangers made by the

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<PAGE> 29
Borrower in favor of the Agent, for the benefit of the Lenders, in respect of
the tangible and intangible personal property of the Borrower described
therein, as the same may be amended from time to time in accordance with the
terms hereof.

"Senior Debt": Total Debt other than Subordinated Indebtedness.

"Shareholder Employee": each of Ashley Kimery, Tracy Anderson and
Chris Calavitta.

"Single Employer Plan": any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

"Solvent": when used with respect to any Person, that:

(i) the present fair salable value of such Person's
assets is in excess of the total amount of the probable liability on
such Person's liabilities;

(ii) such Person is able to pay its debts as they become
due; and

(iii) such Person does not have unreasonably small capital
to carry on such Person's business as theretofore operated and all
businesses in which such Person is about to engage.

"Subordinated Indebtedness": the Subordinated Notes.

"Subordinated Indenture": that certain Indenture dated as of July 29,
1998, between the Borrower and Chase Bank of Texas, National Association, as
trustee, as it may be amended or otherwise modified, or replaced pursuant to a
refinancing of the Subordinated Indebtedness permitted under Section 6.2(h),
from time to time in accordance with the terms hereof.

"Subordinated Notes": $125,000,000 Classic Cable, Inc. 9 7/8% Senior
Subordinated Notes due 2008 issued pursuant to the Subordinated Indenture, as
such notes may be refinanced in accordance with Section 6.2(h).

"Subscriber": a Person who subscribes to one or more of the cable
television services of the Borrower and its Subsidiaries and includes both
Basic Subscribers and Persons who subscribe to Pay TV Units, but excluding each
such Person whose account is more than 120 days past due.

"Subsidiary": as to any Person at any time of determination, a
corporation, partnership or other entity of which shares of stock or other
ownership interests having ordinary voting power to elect a majority of the
board of

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<PAGE> 30
directors or other persons performing similar functions of such corporation,
partnership or other entity (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which
is otherwise controlled, directly or indirectly through one or more
intermediaries or Subsidiaries, or both, by such Person. Unless otherwise
qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

"Syndication Agent": as defined in the preamble hereto.

"Tax Sharing Agreement": a Tax Sharing Agreement, in form and
substance acceptable to the Agent, among CCI, the Borrower and each of its
Subsidiaries, as amended or modified from time to time in accordance with the
terms hereof.

"Telephone System": any local telephone exchange providing telephone
and related services to customers by Access Lines.

"Term Loan": as defined in Section 2.2(a).

"Term Loan Commitment": with respect to each Lender having a Term
Loan Commitment, the commitment listed as its "Term Loan Commitment" in
Schedule 2.1 hereto to make a Term Loan hereunder through its Applicable
Lending Office, as the same may be adjusted pursuant to the provisions hereof.

"Term Loan Commitment Percentage": with respect to each Term Loan
Lender, the percentage equivalent of the ratio which such Term Loan Lender's
Term Loan Commitment bears to the Aggregate Term Loan Commitment.

"Term Loan Lenders": each Lender having a Term Loan Commitment and/or
which shall have Term Loans outstanding.

"Term Loan Leverage Level": with respect to Term Loans, the Leverage
Level set forth opposite the applicable Maximum Total Debt Ratio in the table
below:

<TABLE>
<CAPTION>
Maximum Total Debt Ratio Leverage Level
------------------------ --------------
<S> <C>
greater than or equal to 5:50:1 1

less than 5:50:1 2
</TABLE>

"Term Loan Maturity Date": October 31, 2007 or such earlier date as
the Aggregate Term Loan Commitment shall expire (whether by acceleration,
reduction to zero or otherwise).

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<PAGE> 31
"Term Loan Reduction Dates": the dates on which scheduled principal
payments of the Term Loans are due, as set forth in the table in Section
2.2(d).

"Term Note" and "Term Notes": as defined in Section 2.2(c).

"Termination Event": (i) a Reportable Event, (ii) the institution of
proceedings to terminate a Single Employer Plan by the PBGC under Section 4042
of ERISA, (iii) the appointment by the PBGC of a trustee to administer any
Single Employer Plan or (iv) the existence of any other event or condition that
would reasonably be expected to constitute grounds under Section 4042 of ERISA
for the termination of, or the appointment by the PBGC of a trustee to
administer, any Single Employer Plan.

"Total Debt": the aggregate principal amount of all Indebtedness of
the Borrower and its Subsidiaries (including subordinated indebtedness and
Capitalized Lease Obligations).

"Total Interest Coverage Ratio": as at the last day of any fiscal
quarter, the ratio of Annualized Operating Cash Flow as at such last day to
Interest Expense for the four quarter period ending on such day.

"Tranche": the collective reference to LIBOR Loans the Interest
Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such LIBOR Loans shall originally have been made on
the same day).

"Transferee": as defined in Section 9.6(g).

"Type": as to any Term Loan or any Revolving Loan, its nature as a
Base Rate Loan or a LIBOR Loan.

"U.S. Person": as defined in Section 2.14.

"Weighted Average Life to Maturity": when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment at final maturity, in respect thereof by (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
aggregate principal amount of such Indebtedness.

"Wholly Owned Subsidiary": with respect to any Person, any
corporation, partnership or other entity of which all of the equity securities
or other ownership interests (other than, in the case of a corporation,
directors' qualifying shares) are directly or indirectly owned or controlled by
such Person or one

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<PAGE> 32
or more Wholly Owned Subsidiaries of such Person. Notwithstanding the
foregoing, so long as Universal Cable Holding, Inc. holds at least 75% of the
issued and outstanding shares of stock of Universal Cable Communications Inc.,
Universal Cable of Beaver, Oklahoma, Inc. and Universal Cable Midwest, Inc.,
each of such entities shall be deemed to be a Wholly Owned Subsidiary of
Universal Cable Holding, Inc. for purposes hereof.

"Working Investment": as at any date of determination thereof, the
sum, for the Borrower and its Subsidiaries (determined on a consolidated basis,
without duplication, in accordance with GAAP) of the following: (a) the sum of
(i) the unpaid face amount of all accounts receivable as at such date plus (ii)
the aggregate amount of prepaid expenses and other current assets (other than
cash) as at such date (but excluding from prepaid expenses and current assets,
any current portion of programming rights) minus (b) the sum of (i) the unpaid
amount of all accounts payable as at such date plus (ii) the aggregate amount
of all accrued expenses as at such date (but excluding from accounts payable
and accrued expenses, the current portion of long-term debt, the aggregate
principal amount of Loans as at such date and all accrued interest and taxes).

"WTAC": WT Acquisition Corporation, a Delaware corporation.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have such defined
meanings when used in the Notes, any other Loan Document or any certificate or
other document made or delivered pursuant hereto or thereto.

(b) As used herein, in the Notes, in any other Loan Document, and
in any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms not defined in Section 1.1 and accounting terms
partly defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

(c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

(e) For the purpose of determining financial covenant compliance
hereunder for any period (including with respect to Permitted Acquisitions
pursuant to Section 6.7(h)(vi)), acquisitions, divestitures, and asset sales
occurring during such

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<PAGE> 33
period (or intended to occur during such period in the case of a potential
Permitted Acquisition) will be included in the calculations for such period on
a pro forma basis, and will be deemed to have occurred on the first day of such
period.

(f) So long as the Borrower and its Subsidiaries shall be included
in consolidated Federal income tax returns filed by CCI pursuant to the Tax
Sharing Agreement, whenever making determinations under this Agreement of the
amount of Federal income taxes payable during any period (or the amount of
refunds in respect of such taxes receivable during any period) by the Borrower
and its Subsidiaries, the amount of such taxes payable or receivable shall be
deemed to be equal to the amounts payable or receivable, as the case may be, in
respect to such taxes under the Tax Sharing Agreement without reference to
whether CCI and its Subsidiaries as an affiliated group shall in fact pay any
amounts in respect of Federal income taxes (or receive any amounts in respect
of refunds of Federal income taxes) during the relevant period.

SECTION 2. AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT;
COMMITMENT AMOUNTS

2.1 Revolving Loans and Letters of Credit; Revolving Loan Commitment
Amounts. (a) Subject to the terms and conditions hereof, each Lender having a
Revolving Loan Commitment severally agrees to (i) make loans on a revolving
credit basis through its Applicable Lending Office to the Borrower from time to
time from and including the Closing Date to but excluding the Revolving Loan
Commitment Expiration Date (each a "Revolving Loan", and collectively, the
"Revolving Loans") in accordance with the provisions of this Agreement and (ii)
participate through its Applicable Lending Office in letters of credit issued
for the account of the Borrower pursuant to Section 2.3 from time to time from
and including the Closing Date to but excluding the Revolving Loan Commitment
Expiration Date (each a "Letter of Credit", and collectively, the "Letters of
Credit"); provided, however, that the sum of (A) the aggregate principal amount
of all Revolving Loans outstanding, (B) the aggregate Letter of Credit Amount
of all Letters of Credit outstanding and (C) the aggregate amount of
unreimbursed drawings under all Letters of Credit shall not exceed the
Aggregate Revolving Loan Commitment at any time; and provided, further, that
the sum of (x) the aggregate Letter of Credit Amount of all Letters of Credit
outstanding and (y) the aggregate amount of unreimbursed drawings under all
Letters of Credit shall not exceed $5,000,000 at any time. Within the limits
of each Revolving Loan Lender's Revolving Loan Commitment, the Borrower may
borrow, have Letters of Credit issued for the Borrower' account, prepay
Revolving Loans, reborrow Revolving Loans, and have additional Letters of

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<PAGE> 34
Credit issued for the Borrower' account after the expiration of previously
issued Letters of Credit.

The principal amount of each Revolving Loan Lender's (A) Revolving
Loan and (B) participation in a Letter of Credit shall be in an amount equal to
the product of (i) such Revolving Loan Lender's Revolving Loan Commitment
Percentage and (ii) the total amount of the Revolving Loan or Revolving Loans,
or the Letter of Credit or Letters of Credit, requested; provided that in no
event shall any Revolving Loan Lender be obligated to make a Revolving Loan or
participate in a Letter of Credit if after giving effect to such Revolving Loan
or such participation the sum of such Revolving Loan Lender's (x) Revolving
Loans outstanding, (y) Revolving Loan Commitment Percentage of the aggregate
Letter of Credit Amount of all Letters of Credit outstanding and (z) Revolving
Loan Commitment Percentage of the aggregate amount of unreimbursed drawings
under all Letters of Credit would exceed its Revolving Loan Commitment or if
the amount of such requested Revolving Loan or such Revolving Loan Lender's
Revolving Loan Commitment Percentage of such Letter of Credit is in excess of
such Revolving Loan Lender's Available Revolving Loan Commitment.

(b) Subject to Sections 2.10 and 2.12, the Revolving Loans may
from time to time be (i) LIBOR Loans, (ii) Base Rate Loans or (iii) a
combination thereof, as determined by the Borrower and notified to the Agent in
accordance with either Section 2.1(d) or 2.6; provided that the Borrower shall
cause any LIBOR Loans borrowed during July or August 1998 to have an Interest
Period ending no later than August 31, 1998, and shall thereafter cause all
Loans to be Base Rate Loans for a period (the "Syndication Period") ending not
earlier than the day it receives notice from the Co-Arrangers to the effect
that the initial syndication of the Loans has been successfully completed
(provided further that the Syndication Period shall not exceed 10 Business
Days). Each Revolving Loan Lender may make or maintain its Revolving Loans or
participate in Letters of Credit to or for the account of the Borrower by or
through any Applicable Lending Office.

(c) The Revolving Loans made by each Revolving Loan Lender to the
Borrower shall be evidenced by a promissory note of the Borrower, substantially
in the form of Exhibit A-1 (a "Revolving Note"), with appropriate insertions
therein as to payee, date and principal amount, payable to the order of such
Revolving Loan Lender and representing the obligations of the Borrower to pay
the aggregate unpaid principal amount of all Revolving Loans made by such
Revolving Loan Lender to the Borrower pursuant to Section 2.1(a) or 2.3(c),
with interest thereon as prescribed in Sections 2.8 and 2.9. Each Revolving
Loan Lender is hereby authorized (but not required) to record the date and
amount of each payment or prepayment of principal of its Revolving Loans made
to the Borrower, each continuation thereof, each conversion of all or a portion
thereof to another Type and, in the case of

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<PAGE> 35
LIBOR Loans, the length of each Interest Period with respect thereto, in the
books and records of such Revolving Loan Lender, and any such recordation shall
constitute prima facie evidence of the accuracy of the information so recorded.
The failure of any Revolving Loan Lender to make any such recordation or
notation in the books and records of the Revolving Loan Lender (or any error in
such recordation or notation) shall not affect the obligations of the Borrower
hereunder or under the Revolving Notes. Each Revolving Note shall (i) be dated
the Closing Date, (ii) provide for the payment of interest in accordance with
Sections 2.8 and 2.9 and (iii) be stated to be payable in full on the Revolving
Loan Commitment Expiration Date.

(d) The Borrower shall give the Agent irrevocable written notice,
substantially in the form of a Borrowing Notice (which Borrowing Notice must
be received by the Agent prior to 10:00 A.M., Los Angeles time, one Business
Day prior to each proposed borrowing date or, if all or any part of the
Revolving Loans are requested to be made as LIBOR Loans, three Eurodollar
Business Days prior to each proposed borrowing date) requesting that the
Revolving Loan Lenders make the Revolving Loans on the proposed borrowing date
and specifying (i) the aggregate amount of Revolving Loans requested to be
made, (ii) whether the Revolving Loans are to be LIBOR Loans, Base Rate Loans
or a combination thereof and (iii) if the Revolving Loans are to be entirely or
partly LIBOR Loans, the respective amounts of each such Type of Revolving Loan
and the respective lengths of the initial Interest Periods therefor. On
receipt of such Borrowing Notice, the Agent shall promptly notify each
Revolving Loan Lender thereof not later than 11:00 A.M., Los Angeles time, on
the date of receipt of such notice. On the proposed borrowing date, not later
than 10:00 A.M., Los Angeles time, each Revolving Loan Lender shall make
available to the Agent at its office specified in Section 9.2 the amount of
such Revolving Loan Lender's pro rata share of the aggregate borrowing amount
(as determined in accordance with the second paragraph of Section 2.1(a)) in
immediately available funds. The Agent may, in the absence of notification
from any Revolving Loan Lender that such Revolving Loan Lender has not made its
pro rata share available to the Agent, on such date, credit the account of the
Borrower on the books of such office of the Agent with the aggregate amount of
Revolving Loans.

(e) On each date set forth below, the Aggregate Revolving Loan
Commitment shall automatically reduce to the corresponding amount set forth
below:

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<PAGE> 36

<TABLE>
<CAPTION>
Reduced Aggregate
Effective Date of Reduction Revolving Loan Commitment
--------------------------- -------------------------
<S> <C>
March 31, 2001 $49,000,000
June 30, 2001 48,000,000
September 30, 2001 47,000,000
December 31, 2001 46,000,000
March 31, 2002 44,750,000
June 30, 2002 43,500,000
September 30, 2002 42,250,000
December 31, 2002 41,000,000
March 31, 2003 39,125,000
June 30, 2003 37,250,000
September 30, 2003 35,375,000
December 31, 2003 33,500,000
March 31, 2004 31,312,500
June 30, 2004 29,125,000
September 30, 2004 26,937,500
December 31, 2004 24,750,000
March 31, 2005 21,937,500
June 30, 2005 19,125,000
September 30, 2005 16,312,500
December 31, 2005 13,500,000
March 31, 2006 10,125,000
June 30, 2006 6,750,000
September 30, 2006 3,375,000
</TABLE>

In addition, the Borrower shall have the right at any time or from
time to time, subject to clauses (f) and (g) below, to terminate or reduce the
Aggregate Revolving Loan Commitment provided that, (i) the Borrower shall have
given the Agent ten Business Days' prior written notice thereof and (ii) each
partial reduction shall be in an aggregate amount at least equal to $1,000,000.

(f) Reductions of the Aggregate Revolving Loan Commitment pursuant
to this Section 2.1 or Section 2.5 shall automatically effect a reduction of
the Revolving Loan Commitment of each Revolving Loan Lender to an amount equal
to the product of (i) the Aggregate Revolving Loan Commitment of all Revolving
Loan Lenders, as reduced pursuant to this Section 2.1 or Section 2.5 and (ii)
the Revolving Loan Commitment Percentage of such Revolving Loan Lender
immediately prior to such reduction of the Aggregate Revolving Loan Commitment
on such date.

(g) Upon each reduction or termination of the Aggregate Revolving
Loan Commitment, the Borrower shall (i) pay the unused commitment fee, payable
pursuant to Section 2.16, accrued on the amount of the Aggregate Revolving Loan
Commitment through the date of such reduction or termination, as the case may
be, (ii) prepay the amount, if any, by which the sum of (A) the

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<PAGE> 37
aggregate unpaid principal amount of the Revolving Loans, (B) the aggregate
Letter of Credit Amount of all Letters of Credit outstanding and (C) the
aggregate amount of unreimbursed drawings under all Letters of Credit exceeds
the amount of the Aggregate Revolving Loan Commitment as so reduced (or, if the
Aggregate Revolving Loan Commitment is being terminated, prepay all of (A) the
aggregate unpaid principal amount of the Revolving Loans, (B) the aggregate
Letter of Credit Amount of all Letters of Credit outstanding and (C) the
aggregate amount of unreimbursed drawings under all Letters of Credit),
together in each case with accrued interest on the amount being prepaid to the
date of such prepayment (or, with respect to outstanding Letters of Credit, (x)
make a Cash Collateral Deposit in an amount equal to such excess to the extent
such excess is not corrected by the foregoing prepayment (in the case of a
reduction) or (y) made a Cash Collateral Deposit in an amount equal to the
aggregate Letter of Credit Amount of all Letters of Credit outstanding (in the
case of a termination)) and (iii) compensate the Revolving Loan Lenders for
their funding costs, if any, in accordance with Section 2.15.

(h) Neither the Agent nor any Revolving Loan Lender shall be
responsible for the obligation or Available Revolving Loan Commitment of any
other Revolving Loan Lender hereunder, nor will the failure of any Revolving
Loan Lender to comply with the terms of this Agreement relieve any other
Revolving Loan Lender or the Borrower of their obligations under this Agreement
and the Revolving Notes. Nothing herein shall be deemed to relieve any
Revolving Loan Lender from its obligation to fulfill its Commitments hereunder
or to prejudice any rights which the Borrower may have against any Revolving
Loan Lender as a result of any default by such Revolving Loan Lender hereunder.

(i) The Revolving Loan Commitment of each Revolving Loan Lender
and the Aggregate Revolving Loan Commitment shall terminate on the Revolving
Loan Commitment Expiration Date. All outstanding Revolving Loans shall be due
and payable, to the extent not previously paid in accordance with the terms
hereof, on the Revolving Loan Commitment Expiration Date.

2.2 Term Loans; Term Loan Commitment. (a) Subject to the terms and
conditions hereof, each Lender having a Term Loan Commitment severally agrees
to make a term loan (each, a "Term Loan" and, collectively, the "Term Loans")
to the Borrower on the Closing Date in a principal amount equal to the amount
of the Term Loan Commitment of such Lender.

(b) Subject to Sections 2.10 and 2.12, the Term Loans may from
time to time be (i) LIBOR Loans, (ii) Base Rate Loans or (iii) a combination
thereof, as determined by the Borrower and notified to the Agent in accordance
with either Section 2.2(e) or 2.6. Each Term Loan Lender may make or maintain
its Term Loan to

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<PAGE> 38
the Borrower by or through any Applicable Lending Office; provided that the
Borrower shall cause any LIBOR Loans borrowed during July or August 1998 to
have an Interest Period ending no later than August 31, 1998, and shall
thereafter cause all Loans to be Base Rate Loans during the Syndication Period
(provided further that the Syndication Period shall not exceed 10 Business
Days).

(c) The Term Loan made by each Term Loan Lender to the Borrower
shall be evidenced by a promissory note of the Borrower, substantially in the
form of Exhibit A-2 (a "Term Note"), with appropriate insertions therein as to
payee, date and principal amount, payable to the order of such Term Loan Lender
and representing the obligations of the Borrower to pay the aggregate unpaid
principal amount of the Term Loan made by such Term Loan Lender to the Borrower
pursuant to Section 2.2(a), with interest thereon as prescribed in Sections 2.8
and 2.9. Each Term Loan Lender is hereby authorized (but not required) to
record the date and amount of each payment or prepayment of principal of its
Term Loan made to the Borrower, each continuation thereof, each conversion of
all or a portion thereof to another Type and, in the case of LIBOR Loans, the
length of each Interest Period with respect thereto, in the books and records
of such Term Loan Lender, and any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded. The failure of any
Term Loan Lender to make any such recordation or notation in the books and
records of the Term Loan Lender (or any error in such recordation or notation)
shall not affect the obligations of the Borrower hereunder or under the Term
Notes. Each Term Note shall (i) be dated the Closing Date, (ii) provide for
the payment of interest in accordance with Sections 2.8 and 2.9 and (iii) be
stated to be payable in installments of principal in accordance with, and
subject to the provisions of, Section 2.2(d).

(d) On each Term Loan Reduction Date, the Borrower shall repay the
principal of the Term Notes in an aggregate amount equal to the amount set
forth below opposite such Term Loan Reduction Date:

<TABLE>
<CAPTION>
Principal
Term Loan Reduction Date Payment
------------------------ ---------
<S> <C>
March 31, June 30, September 30 $187,500
and December 31, 2000

March 31, June 30, September 30 187,500
and December 31, 2001

March 31, June 30, September 30 187,500
and December 31, 2002
</TABLE>

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<PAGE> 39
<TABLE>
<S> <C>
March 31, June 30, September 30 187,500
and December 31, 2003

March 31, June 30, September 30 187,500
and December 31, 2004

March 31, June 30, September 30 187,500
and December 31, 2005

March 31, June 30, September 30 187,500
and December 31, 2006

March 31, 2007 187,500

June 30 and October 31, 2007 34,781,250
</TABLE>

; provided, that the final installment paid shall be in an amount equal to all
amounts owed by the Borrower on the Term Notes.

All outstanding Term Loans shall be due and payable, to the extent not
previously paid in accordance with the terms hereof, on the Term Loan Maturity
Date. The aggregate amount payable to any Term Loan Lender on any Term Loan
Reduction Date shall be determined in accordance with the provisions of Section
2.11.

(e) The Borrower shall give the Agent irrevocable written notice,
substantially in the form of a Borrowing Notice (which Borrowing Notice must be
received by the Agent prior to 10:00 A.M., Los Angeles time, one Business Day
prior to the Closing Date) requesting that the Term Loan Lenders make the Term
Loans on the Closing Date. Upon receipt of such Borrowing Notice the Agent
shall promptly notify each Term Loan Lender thereof not later than 11:00 A.M.,
Los Angeles time, on the date of receipt of such Borrowing Notice. Not later
than 10:00 A.M., Los Angeles time, on the Closing Date each Term Loan Lender
shall make available to the Agent at its office specified in Section 9.2 the
amount of such Term Loan Lender's Term Loan Commitment in immediately available
funds. The Agent may, in the absence of notification from any Term Loan Lender
that such Term Loan Lender has not made its pro rata share available to the
Agent, on such date, credit the account of the Borrower on the books of such
office of the Agent with the aggregate Term Loans.

(f) Neither the Agent nor any Term Loan Lender shall be
responsible for the obligations or Term Loan Commitment of any other Term Loan
Lender hereunder, nor will the failure of any Term Loan Lender to comply with
the terms of this Agreement relieve any other Term Loan Lender or the Borrower
of their obligations under this Agreement and the Term Notes. Nothing herein
shall be deemed to relieve any Term Loan Lender from its obligation to fulfill
its Commitment hereunder or to prejudice any rights which the Borrower may have
against any Term Loan

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<PAGE> 40
Lender as a result of any default by such Term Loan Lender hereunder.

2.3 Issuance of Letters of Credit.

(a) The Borrower shall be entitled to request the issuance of
Letters of Credit from time to time from and including the Closing Date to but
excluding the date which is two Business Days prior to the Revolving Loan
Commitment Expiration Date, by giving the Agent a Letter of Credit Request at
least three Business Days before the requested date of issuance of such Letter
of Credit (which shall be a Business Day). Any Letter of Credit Request
received by the Agent later than 10:00 a.m., Los Angeles time, shall be deemed
to have been received on the next Business Day. Each Letter of Credit Request
shall be made in writing, shall be signed by a Responsible Officer, shall be
irrevocable and shall be effective upon receipt by the Agent. Provided that a
valid Letter of Credit Request has been received by the Agent and upon
fulfillment of the other applicable conditions set forth in Section 4.2, the
Agent will issue the requested Letter of Credit from its office specified in
Section 9.2. No Letter of Credit shall have an expiration date later than two
Business Days prior to the Revolving Loan Commitment Expiration Date.

(b) Immediately upon the issuance of each Letter of Credit, the
Agent shall be deemed to have sold and transferred to each Revolving Loan
Lender, and each Revolving Loan Lender shall be deemed to have purchased and
received from the Agent, in each case irrevocably and without any further
action by any party, an undivided interest and participation in such Letter of
Credit, each drawing thereunder and the obligations of the Borrower under this
Agreement in respect thereof in an amount equal to the product of (i) such
Revolving Loan Lender's Revolving Loan Commitment Percentage and (ii) the
maximum amount available to be drawn under such Letter of Credit (assuming
compliance with all conditions to drawing). The Agent shall promptly advise
each Revolving Loan Lender of the issuance of each Letter of Credit, the Letter
of Credit Amount of such Letter of Credit, any change in the face amount or
expiration date of such Letter of Credit, the cancellation or other termination
of such Letter of Credit and any drawing under such Letter of Credit.

(c) The payment by the Agent of a draft drawn under any Letter of
Credit shall first be made from any Cash Collateral Deposit held by the Agent
with respect to such Letter of Credit. After any such Cash Collateral Deposit
has been applied, the payment by the Agent of a draft drawn under any Letter of
Credit shall constitute for all purposes of this Agreement the making by the
Agent in its individual capacity as a Lender hereunder (in such capacity, the
"Drawing Lender") of a Base Rate Loan in the amount of such payment (but
without any requirement of compliance with the conditions set forth in Section
4.2). In the event that

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<PAGE> 41
any such Loan by the Drawing Lender resulting from a drawing under any Letter
of Credit is not repaid by the Borrower by 12:00 noon, Los Angeles time, on the
day of payment of such drawing, the Agent shall promptly notify each other
Revolving Loan Lender. Each Revolving Loan Lender shall, on the day of such
notification (or if such notification is not given by 3:00 p.m., Los Angeles
time, on such day, then on the next succeeding Business Day), make a Base Rate
Loan, which shall be used to repay the applicable portion of the Base Rate Loan
of the Drawing Lender with respect to such Letter of Credit drawing, in an
amount equal to the amount of such Revolving Loan Lender's participation in
such drawing for application to repay the Drawing Lender (but without any
requirement of compliance with the applicable conditions set forth in Section
4.2) and shall deliver to the Agent for the account of the Drawing Lender, on
the day of such notification (or if such notification is not given by 3:00
p.m., Los Angeles time, on such day, then on the next succeeding Business Day)
and in immediately available funds, the amount of such Base Rate Loan. In the
event that any Revolving Loan Lender fails to make available to the Agent for
the account of the Drawing Lender the amount of such Base Rate Loan, the
Drawing Lender shall be entitled to recover such amount on demand from such
Revolving Loan Lender together with interest thereon at the Federal Funds
Effective Rate for each day such amount remains outstanding.

(d) The obligations of the Borrower with respect to any Letter of
Credit, any Letter of Credit Request and any other agreement or instrument
relating to any Letter of Credit and any Base Rate Loan made under Section
2.3(c) shall be absolute, unconditional and irrevocable and shall be paid
strictly in accordance with the terms of the aforementioned documents under all
circumstances, including the following:

(i) any lack of validity or enforceability of any Letter
of Credit, this Agreement or any other Loan Document;

(ii) the existence of any claim, setoff, defense or other
right that the Borrower may have at any time against any beneficiary
or transferee of any Letter of Credit (or any Person for whom any such
beneficiary or transferee may be acting), the Agent, any Lender (other
than the defense of payment to a Lender in accordance with the terms
of this Agreement) or any other Person, whether in connection with
this Agreement, any other Loan Document, the transactions contemplated
hereby or thereby or any unrelated transaction;

(iii) any statement or other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect, or any statement therein being untrue or
inaccurate in any respect whatsoever; and

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<PAGE> 42
(iv) any exchange, release or nonperfection of any
Collateral or other collateral, or any release, amendment or waiver of
or consent to departure from any Guarantee, other Loan Document or
other guaranty, for any of the Obligations of the Borrower in respect
of the Letters of Credit.

(e) The Borrower shall pay to the Agent for the account of the
Revolving Loan Lenders with respect to each Letter of Credit issued hereunder,
for the period from and including the day such Letter of Credit is issued to
but excluding the day such Letter of Credit expires, a letter of credit fee
equal to the product of (i) the Applicable Revolving Loan Margin for LIBOR
Loans per annum and (ii) the Letter of Credit Amount of such Letter of Credit
from time to time, such letter of credit fee to be payable quarterly in arrears
on the last day of each March, June, September and December and on the
expiration date of such Letter of Credit.

(f) The Borrower shall pay to the Agent for its own account, with
respect to each Letter of Credit issued hereunder, (i) for the period from and
including the day such Letter of Credit is issued to but excluding the day such
Letter of Credit expires, a fronting fee in respect of each Letter of Credit in
an amount equal to 1/4 of 1% per annum of the Letter of Credit Amount of such
Letter of Credit from time to time, such fronting fee to be payable quarterly
in arrears on the last day of each March, June, September and December and on
the expiration date of such Letter of Credit and (ii) from time to time such
additional fees and charges (including cable charges) as are generally
associated with letters of credit, in accordance with the Agent's standard
internal charge guidelines and the related Letter of Credit Request.

(g) The Borrower agrees to the provisions in the Letter of Credit
Request form; provided, however, that the terms of the Loan Documents shall
take precedence if there is any inconsistency between the terms of the Loan
Documents and the terms of said form.

(h) The Borrower assumes all risks of the acts or omissions of any
beneficiary or transferee of any Letter of Credit with respect to its use of
such Letter of Credit. Neither the Agent nor any Lender nor any of their
respective officers or directors shall be liable or responsible for (i) the use
that may be made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; or (ii) the validity,
sufficiency or genuineness of documents, or of any endorsement thereof, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged. In furtherance and not in limitation of the foregoing,
the Agent may accept any document that appears on its face to be in order,

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without responsibility for further investigation, regardless of any notice or
information to the contrary.

(i) The Borrower hereby indemnifies and holds harmless each
Revolving Loan Lender and the Agent from and against any and all claims and
damages, losses, liabilities, costs or expenses that such Lender or the Agent
may incur (or that may be claimed against such Lender or the Agent by any
Person whatsoever) by reason of or in connection with the execution and
delivery or transfer of or payment or refusal to pay by the Agent, as issuer of
any Letter of Credit; provided that the Borrower shall not be required to
indemnify any Lender or the Agent for any claims, damages, losses, liabilities,
costs or expenses to the extent, but only to the extent, caused by (x) the
willful misconduct or gross negligence of the Agent, as issuer of such Letter
of Credit, in determining whether a request presented under any Letter of
Credit complied with the terms of such Letter of Credit or (y) in the case of
the Agent, as issuer of such Letter of Credit, the Agent's failure to pay under
any Letter of Credit after the presentation to it of a request strictly
complying with the terms and conditions of such Letter of Credit. Nothing in
this Section 2.3 is intended to limit the other obligations of the Borrower,
any Lender, or the Agent under this Agreement.

2.4 Optional Prepayments. The Borrower may at any time and from
time to time, prepay the Loans, in whole or in part, without premium or
penalty, upon at least three Business Days' irrevocable written notice, in the
case of LIBOR Loans, and upon at least one Business Day's irrevocable written
notice, in the case of Base Rate Loans, from the Borrower to the Agent,
specifying the date and amount of prepayment and whether the prepayment is of
LIBOR Loans, Base Rate Loans or a combination thereof, and, if of a combination
thereof, the amount allocable to each and whether the prepayment is of Term
Loans or Revolving Loans, or a combination thereof, and, if a combination
thereof, the amount allocable to each. Upon receipt of any such notice from
the Borrower, the Agent shall promptly notify each Lender thereof. If any such
notice is given, the amount specified in such notice shall be due and payable
by the Borrower on the date specified therein, together with accrued interest
to such date on the amount prepaid and any amounts payable pursuant to Section
2.15. Partial prepayments of Term Loans shall be applied to the installments
of principal thereof in inverse order of maturity. Amounts prepaid on account
of the Term Loans may not be reborrowed. Partial prepayments of Loans shall be
in an aggregate principal amount of $1,000,000 and integral multiples of
$250,000 in excess thereof.

2.5 Mandatory Prepayments. (a) Excess Cash Flow. Not later than
thirty days after the delivery of annual audited financial statements of the
Borrower and its Subsidiaries for each fiscal year (commencing with the fiscal
year ending

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December 31, 2000), the Borrower shall prepay the Loans (and such prepayment
shall be applied as set forth in Section 2.5(f)) in an aggregate amount equal
to the excess of (a) 75% of Excess Cash Flow for such fiscal year over (B) the
aggregate amount of prepayments of Term Loans made during such fiscal year
pursuant to Section 2.4.

(b) Sale of Assets. Without limiting the obligation of the
Borrower to obtain the consent of the Majority Lenders pursuant to Section 6.5
hereof to any Asset Disposition not otherwise permitted hereunder, no later
than five Business Days prior to the occurrence of any such Asset Disposition,
the Borrower will deliver to the Lenders a statement, certified by a senior
financial officer of the Borrower in form and detail satisfactory to the Agent,
of the estimated amount of the Net Proceeds of such Asset Disposition and, to
the extent such Net Proceeds (when taken together with the Net Proceeds of all
prior Asset Dispositions as to which a prepayment has not yet been made under
this paragraph (b)) shall exceed $2,000,000, the Borrower shall prepay the
Loans (and such prepayment shall be applied as set forth in Section 2.5(f)) in
an aggregate amount equal to 100% of the Net Proceeds of such Asset Disposition
(together with 100% of the Net Proceeds of all prior Asset Dispositions as to
which a prepayment has not yet been made under this paragraph (b)).

Notwithstanding the foregoing, the Borrower shall not be required to
make a prepayment pursuant to this paragraph (b) with respect to the Net
Proceeds from any Asset Disposition in the event that the Borrower advises the
Agent at the time the Net Proceeds from such Asset Disposition are received
that it or its Subsidiary that consummated such Asset Disposition, as the case
may be, intends to reinvest such Net Proceeds into replacement assets pursuant
to a Permitted Acquisition (and for these purposes Reserved Amounts arising in
connection with any Asset Disposition shall be deemed to be a reinvestment in
replacement assets), so long as

(i) such Net Proceeds are held by the Agent in the
Collateral Account pending such reinvestment (and in that connection,
the Agent need not release such Net Proceeds except upon presentation
of evidence satisfactory to it that such Net Proceeds are to be so
reinvested in compliance with the provisions of this Agreement),

(ii) the Net Proceeds from any Asset Disposition are in
fact so reinvested within six months of such Asset Disposition (it
being understood that, in the event the Collateral Account shall hold
Net Proceeds from more than one Asset Disposition, such Net Proceeds
shall be deemed to be released in the same order in which such Asset
Dispositions occurred and any such Net Proceeds so held for more than
six months shall be forthwith applied to the

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prepayment of Loans (and such prepayment shall be applied as set forth
in Section 2.5(f)) and

(iii) if the aggregate amount of Net Proceeds (together
with investment earnings thereon) so held at any time by the Agent
pending reinvestment as contemplated by this sentence shall exceed
$10,000,000, such excess amount shall be forthwith applied to the
prepayment of Loans (and such prepayment shall be applied as set forth
in Section 2.5(f)).

Nothing in this paragraph (b) shall be deemed to obligate the Agent to
release any of such proceeds from the Collateral Account to the Borrower for
purposes of reinvestment as aforesaid upon the occurrence and during the
continuance of any Event of Default.

During any period in which amounts are on deposit in the Cash
Collateral Account pursuant to Section 2.5(b)(i), calculations of the Maximum
Total Debt Ratio and the Maximum Senior Debt Ratio with respect to such period
shall subtract from Total Debt and Senior Debt any such amounts (it being
understood that no such subtraction shall be made following any reinvestment
thereof as contemplated by Section 2.5(b)).

(c) Equity or Debt Offering. (i) Upon any Equity Offering made
during any period in which the Maximum Total Debt Ratio (measured as at the
most recently ended fiscal quarter of the Borrower) is greater than or equal to
5.75:1, the Borrower shall prepay the Loans (and such prepayment shall be
applied as set forth in Section 2.5(f)) in an aggregate amount such that the
Maximum Total Debt Ratio (as so measured) immediately after the application of
such prepayment is less than 5.75:1.

(ii) Upon any Debt Offering (other than those permitted
under Section 6.2 hereof), and to which the Majority Lenders shall
have consented, the Borrower shall prepay the Loans (and such
prepayment shall be applied as set forth in Section 2.5(f)) in an
aggregate amount equal to 100% of the Net Proceeds thereof.

(d) Casualty Events. Upon the date 120 days following the receipt
by the Borrower or any of its Subsidiaries of the proceeds of insurance,
condemnation award or other compensation in respect of any Casualty Event
affecting any Property of the Borrower or any of its Subsidiaries (or upon such
earlier date as the Borrower or any such Subsidiary, as the case may be, shall
have determined not to repair or replace the Property affected by such Casualty
Event), the Borrower shall prepay the Loans (and such prepayment shall be
applied as set forth in section 2.5(f)) in an aggregate amount equal to 100% of
the Net Proceeds of such Casualty Event not theretofore applied (or committed
to be applied pursuant to executed construction contracts or equipment orders)
to the repair or replacement of such Property.

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(e) Acquisition Agreements. Promptly following the receipt by the
Borrower or any of its Subsidiaries of the proceeds of any adjustment of the
purchase price, or an indemnity payment, under any acquisition agreement
(including the Acquisition Agreement) pursuant to which the Borrower or any
Subsidiary has made any acquisition, the Borrower will prepay the Revolving
Loans (to the extent of the outstanding balance thereof), provided that no such
prepayment shall be required to the extent the aggregate amount of such
adjustments pursuant to any acquisition agreement is less than $500,000.

(f) Application. (i) Each prepayment of the Loans pursuant to
this Section 2.5 shall be applied to the outstanding amounts of Term Loans and
Revolving Loans on a pro rata basis determined on the basis of the amount of
Term Loans, on the one hand, and Revolving Loans, on the other hand,
outstanding at the time of such prepayment. Each prepayment shall be
accompanied by payment in full of all accrued interest and accrued commitment
fees thereon to and including the date of such prepayment, together with any
additional amounts owing pursuant to Section 2.15. Each prepayment shall be
accompanied by payment in full of all accrued interest and accrued commitment
fees thereon to and including the date of such prepayment, together with any
additional amounts owing pursuant to Section 2.15.

(ii) Each prepayment of the Revolving Loans and each Cash
Collateral Deposit under this Section 2.5 shall be applied to
permanently reduce the Aggregate Revolving Loan Commitment pro rata
with respect to each of the scheduled reduction dates set forth in
Section 2.1(e) remaining at such time. If, at any time, the Revolving
Loans are repaid in full, additional prepayments hereunder shall be
applied first, to make a Cash Collateral Deposit and thereafter, to
permanently reduce the Aggregate Revolving Loan Commitment by an
amount equal to what such prepayment would have been under this
Section 2.5 if Revolving Loans had been outstanding against which to
apply such prepayment.

(iii) Each prepayment of the Term Loans shall be applied to
scheduled installments of principal of the Term Loans in inverse order
of maturity. Such prepaid Term Loans may not be reborrowed.

2.6 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert LIBOR Loans to Base Rate Loans, by the
Borrower giving the Agent at least two Business Days' prior irrevocable written
notice of such election pursuant to a Continuation Notice. The Borrower may
elect from time to time to convert Base Rate Loans to LIBOR Loans by the
Borrower giving the Agent at least three Eurodollar Business Days' prior
irrevocable written notice of such election pursuant to a Continuation Notice.
Any such notice of conversion to LIBOR

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Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice the Agent shall promptly
notify each Lender thereof. All or any part of outstanding LIBOR Loans and
Base Rate Loans may be converted as provided herein, provided that (i) any such
conversion may only be made if, after giving effect thereto, Section 2.7 shall
not have been contravened, (ii) no Term Loan may be converted into a LIBOR Loan
after the date that is one month prior to the due date of the final installment
of principal of the Term Loans, (iii) no Revolving Loan may be converted into a
LIBOR Loan after the date that is one month prior to the Revolving Loan
Commitment Expiration Date and (iv) the Borrower shall not have the right to
elect to continue at the end of the applicable Interest Period, or to convert
to, a LIBOR Loan if a Default shall have occurred and be continuing.

(b) Any LIBOR Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
notice to the Agent, in accordance with the applicable provisions of the term
"Interest Period" set forth in Section 1.1, of the length of the next Interest
Period to be applicable to such LIBOR Loan, provided that no LIBOR Loan may be
continued as such (i) if, after giving effect thereto, Section 2.7 would be
contravened, (ii) after the date that is one month prior to the due date of the
final installment of principal of the Term Loans, (iii) after the date that is
one month prior to the Revolving Loan Commitment Expiration Date or (iv) if a
Default shall have occurred and be continuing and provided, further, that if
the Borrower shall fail to give any required notice as described above in this
Section or if such continuation is not permitted pursuant to the preceding
proviso, such Loans shall be automatically converted to Base Rate Loans on the
last day of such then-expiring Interest Period.

2.7 Minimum Amounts of Tranches. All borrowings, conversions and
continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Tranche (except Loans made pursuant to Section 2.3(c)) shall be
equal to $1,000,000 or a whole multiple of $100,000 in excess thereof and, in
any case, there shall not be more than 8 Tranches.

2.8 Interest Rates and Payment Dates. (a) Each LIBOR Loan shall
bear interest for each day during each Interest Period with respect thereto at
a rate per annum equal to the LIBOR Adjusted Rate plus (i) for LIBOR Loans
which are Revolving Loans, the Applicable Revolving Loan Margin and (ii) for
LIBOR Loans which are Term Loans, the Applicable Term Loan Margin.

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(b) Each Base Rate Loan shall bear interest at a rate per annum
equal to the Base Rate plus (i) for Base Rate Loans which are Revolving Loans,
the Applicable Revolving Loan Margin and (ii) for Base Rate Loans which are
Term Loans, the Applicable Term Loan Margin.

(c) If any Event of Default shall have occurred and be continuing,
all amounts outstanding shall bear interest at a rate per annum which is the
rate described in paragraph (b) of this Section plus 2% from the date of the
occurrence of such Default until such Default is no longer continuing (after as
well as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable on demand.

(e) For purposes of determining the Applicable Margin for all
Loans, the letter of credit fees referred to in Section 2.3(e) and the
commitment fee referred to in Section 2.16, interest rates on the Loans and
such fees shall be calculated on the basis of the Maximum Total Debt Ratio set
forth in the most recent Covenant Compliance Certificate received by the Agent
in accordance with Section 5.2(a) (which Certificate shall be accompanied by
the relevant financial statements for such period). For accrued and unpaid
interest and fees only (no changes being made for interest or fee payments
previously made), changes in interest rates on the Loans, or in such fees,
attributable to changes in the Applicable Margin caused by changes in the
Maximum Total Debt Ratio set forth in the applicable Covenant Compliance
Certificate shall be calculated upon the delivery of a Covenant Compliance
Certificate (accompanied by such financial statements) and such change shall be
effective from (and including) the day which is two Business Days after receipt
by the Agent of such Covenant Compliance Certificate and financial statements.
If, for any reason, the Borrower shall fail to deliver a Covenant Compliance
Certificate and such financial statements when due in accordance with Section
5.1(a) and 5.2(a), and such failure shall continue for a period of ten days,
the Leverage Level shall be deemed to be Revolving Loan Leverage Level 1 or
Term Loan Leverage Level 1, as applicable, retroactive to the date on which the
Borrower should have delivered such Covenant Compliance Certificate and such
financial statements and shall continue until a Covenant Compliance Certificate
and financial statements indicating a different Leverage Level is delivered to
the Agent. Notwithstanding the foregoing, there shall be no reductions in the
Applicable Margin during any period in which an Event of Default has occurred
and is continuing.

2.9 Computation of Interest and Fees. (a) Interest on Base Rate
Loans (other than Base Rate Loans based on the Federal

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Funds Effective Rate) shall be calculated on the basis of a 365- (or 366-, as
the case may be), day year for the actual days elapsed and interest on LIBOR
Loans, unused commitment fees and all other Obligations of the Borrower shall
be calculated on the basis of a 360-day year for the actual days elapsed. The
Agent shall as soon as practicable notify the Borrower and the Lenders of each
determination of a LIBOR Adjusted Rate. Any change in the interest rate on a
Loan resulting from a change in the Base Rate or the LIBOR Reserve Requirements
shall become effective as of the opening of business on the day on which such
change in the Base Rate is announced or such change in the LIBOR Reserve
Requirements becomes effective, as the case may be. The Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.

(b) If any Reference Lender's Commitment shall terminate or all of
its Loans shall be assigned for any reason whatsoever, such Reference Lender
shall thereupon cease to be a Reference Lender, and if, as a result of the
foregoing, there would only be one Reference Lender remaining, the Agent (after
consultation with the Borrower and the Co-Arrangers) shall, by notice to the
Borrower and the Lenders, designate another Lender reasonably acceptable to the
Borrower as a Reference Lender so that there shall at all times be at least two
Reference Lenders (provided that, notwithstanding the foregoing, (i) Union Bank
of California, N.A., shall be one of the Reference Lenders hereunder for so
long as it shall serve as Administrate Agent hereunder and (ii) Union Bank of
California, N.A., shall be the sole Reference Lender from the Closing Date
until one or more additional Reference Lenders shall be designated hereunder).

(c) Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Agent as contemplated hereby. If any of the
Reference Lenders shall be unable or shall otherwise fail to supply such rates
to the Agent upon its request, the rate of interest shall be determined on the
basis of the quotations of the remaining Reference Lenders or Reference Lender.

(d) Each determination of an interest rate by the Agent pursuant
to any provision of this Agreement shall be conclusive and binding on the
Borrower and the Lenders in the absence of manifest error.

2.10 Inability to Determine Interest Rate. In the event that prior
to the first day of any Interest Period:

(a) the Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower absent manifest error) that, by reason
of circumstances affecting the relevant

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market, adequate and reasonable means do not exist for ascertaining the LIBOR
Adjusted Rate for such Interest Period, or

(b) the Agent shall have received notice from the Majority Lenders
acting in good faith that the LIBOR Adjusted Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
LIBOR Loans requested to be made on the first day of such Interest Period shall
accrue interest at the Base Rate, (y) Loans that were to have been converted on
the first day of such Interest Period to LIBOR Loans shall be continued as Base
Rate Loans and (z) any outstanding LIBOR Loans shall be converted, on the first
day of such Interest Period, to Base Rate Loans. Until such notice has been
withdrawn by the Agent, no further LIBOR Loans shall be made or continued as
such, nor shall the Borrower have the right to convert Base Rate Loans to LIBOR
Loans.

2.11 Pro Rata Treatment and Payments. Each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Loans shall be made pro rata according to the respective outstanding principal
and interest amounts of such Loans then held by the Lenders. All payments
(including prepayments) to be made by the Borrower hereunder and under the
Notes, whether on account of principal, interest, fees or otherwise, shall be
made without set off or counterclaim and shall be made prior to 12:00 Noon, Los
Angeles time, on the due date thereof to the Agent, for the account of the
applicable Lenders, at the Agent's office specified in Section 9.2, in Dollars
and in immediately available funds. The Agent shall distribute such payments
to the applicable Lenders promptly upon receipt in like funds as received. If
any payment hereunder (other than payments on the LIBOR Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension. If any payment on a LIBOR Loan becomes due and payable on a day
other than a Eurodollar Business Day, the maturity thereof shall be extended to
the next succeeding Eurodollar Business Day (and interest shall continue to
accrue thereon at the applicable rate) unless the result of such extension
would be to extend such payment into another calendar month, in which event
such payment shall be made on the immediately preceding Eurodollar Business
Day.

2.12 Illegality. Notwithstanding any other provision herein, if any
change after the Closing Date in any Requirement

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of Law or in the interpretation or application thereof shall make it unlawful
for any Lender or Applicable Lending Office to make or maintain LIBOR Loans as
contemplated by this Agreement, (a) the commitment of such Lender hereunder to
make LIBOR Loans, continue LIBOR Loans as such and convert Base Rate Loans to
LIBOR Loans shall forthwith be suspended during such period of illegality and
(b) the Loans of such Lender or Applicable Lending Office then outstanding as
LIBOR Loans, if any, shall be converted automatically to Base Rate Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a LIBOR Loan occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Borrower shall pay to such Lender
such amounts, if any, as may be required pursuant to Section 2.15. To the
extent that a Lender's LIBOR Loans have been converted to Base Rate Loans
pursuant to this Section 2.12, all payments and prepayments of principal that
otherwise would be applied to such Lender's LIBOR Loans shall be applied
instead to its Base Rate Loans.

2.13 Increased Costs. (a) In the event that any change after the
Closing Date in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender with any request or directive (whether or
not having the force of law but, if not having the force of law, generally
applicable to and complied with by banks and financial institutions of the same
general type as such Lender in the relevant jurisdiction) from any central bank
or other Governmental Authority made subsequent to the date hereof:

(i) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirements against
assets held by, letters of credit or guarantees issued by, deposits or
other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any
office of such Lender or Applicable Lending Office which is not
otherwise included in the determination of the LIBOR Adjusted Rate
hereunder; or

(ii) shall impose on such Lender or Applicable Lending Office
any other condition;

and the result of any of the foregoing is to increase the cost to the Agent of
issuing or maintaining any Letter of Credit by an amount which the Agent deems
to be material, or to such Lender or Applicable Lending Office, by an amount
which such Lender deems to be material, of making, converting into, continuing
or maintaining LIBOR Loans, or purchasing or maintaining any participation in a
Letter of Credit, or to reduce any amount receivable hereunder in respect
thereof then, in any such case, the Borrower shall immediately pay to the
Agent, for its own

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account or on behalf of such Lender or Applicable Lending Office, as
applicable, upon the demand of the Agent for itself or at the request of such
Lender, as applicable, any additional amounts necessary to compensate such
Lender or the Agent, as applicable, for such increased cost or reduced amount
receivable. If the Agent, any Lender or any Applicable Lending Office becomes
entitled to claim any additional amounts pursuant to this Section, it shall
promptly notify the Borrower, through the Agent, of the event by reason of
which it has become so entitled. A certificate as to any additional amounts
payable pursuant to this Section submitted by the Agent or such Lender or
Applicable Lending Office, through the Agent, to the Borrower shall be
conclusive evidence of the accuracy of the information so recorded, absent
manifest error. This covenant shall survive the termination of this Agreement,
expiration of the Letters of Credit and the payment of the Notes and all other
amounts payable hereunder.

(b) If, after the date of this Agreement, the introduction of or any
change in any applicable law, rule, regulation or guideline regarding capital
adequacy, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or the National Association of Insurance
Commissioners or comparable agency charged with the interpretation or
administration thereof, affects the amount of capital required or expected to
be maintained by any Lender or any corporation controlling any Lender, and such
Lender (taking into consideration such Lender's or such corporation's policies
with respect to capital adequacy) determines that the amount of capital
maintained by such Lender or such corporation which is attributable to or based
upon the Loans, the Letters of Credit, the Commitments or this Agreement must
be increased as a consequence of such introduction or change by an amount
deemed by such Lender to be material, then, upon demand of the Agent at the
request of such Lender, the Borrower shall immediately pay to the Agent on
behalf of such Lender, additional amounts sufficient to compensate such Lender
or such corporation for the increased costs to such Lender or corporation of
such increased capital. Any such demand shall be accompanied by a certificate
of such Lender setting forth in reasonable detail the computation of any such
increased costs, which certificate shall be conclusive, absent manifest error.
This covenant shall survive the termination of this Agreement, expiration of
the Letters of Credit and the payment of the Notes and all other amounts
payable hereunder.

2.14 U.S. Taxes. (a) The Borrower agrees to pay to each Lender that
is not a U.S. Person such additional amounts as are necessary in order that the
net payment of any amount due to such non-U.S. Person hereunder after deduction
for or withholding in respect of any U.S. Taxes imposed with respect to such
payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S.

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Person), will not be less than the amount stated herein to be then due and
payable, provided that the foregoing obligation to pay such additional amounts
shall not apply:

(i) to any payment to any Lender hereunder (other than in
respect of any Registered Loan) unless such Lender is, on the date
hereof (or on the date it becomes a Lender hereunder as provided in
Section 9.6(c) hereof) and on the date of any change in the Applicable
Lending Office of such Lender, either entitled to submit a Form 1001
(relating to such Lender and entitling it to a complete exemption from
withholding on all interest to be received by it hereunder in respect
of the Loans) or Form 4224 (relating to all interest to be received by
such Lender hereunder in respect of the Loans),

(ii) to any payment to any Lender hereunder in respect of a
Registered Loan (a "Registered Holder"), unless such Registered Holder
(or, if such Registered Holder is not the beneficial owner of such
Registered Loan, the beneficial owner thereof) is, on the date hereof
(or on the date such Registered Holder becomes a Lender as provided in
Section 9.6(c) hereof) and on the date of any change in the Applicable
Lending Office of such Lender entitled to submit a Form W-8, together
with an annual certificate (a "Tax Compliance Certificate") stating
that (x) such registered Holder (or beneficial owner, as the case may
be) is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code, and (y) such Registered Holder (or beneficial owner, as the case
may be) shall promptly notify the Borrower if at any time, such
Registered Holder (or beneficial owner, as the case may be) determines
that it is no longer in a position to provide such certificate to the
Borrower (or any other form of certification adopted by the relevant
taxing authorities of the United States of America for such purposes),
or

(iii) to any U.S. Taxes imposed solely by reason of the failure
by such non-U.S. Person (or, if such non-U.S. Person is not the
beneficial owner of the relevant Loan, such beneficial owner) to
comply with the applicable certification, information, documentation
or other reporting requirements concerning the nationality, residence,
identity or connections with the United States of America of such
non-U.S. Person (or beneficial owner, as the case may be) if such
compliance is required by statute or regulation of the United States
of America as a precondition to relief or exemption from such U.S.
Taxes.

For the purposes of this Section 2.14(a), (A) "U.S. Person" shall mean
a citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. Taxes" shall mean any present or future tax, assessment

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or other charge or levy imposed by or on behalf of the United States of America
or any taxing authority thereof or therein, (C) "Form 1001" shall mean Form
1001 (Ownership, Exemption, or Reduced Rate Certificate) of the Department of
the Treasury of the United States of America, (D) "Form 4224" shall mean Form
4224 (Exemption from Withholding of Tax on Income Effectively Connected with
the Conduct of a Trade or Business in the United States) of the Department of
the Treasury of the United States of America (or in relation to either such
Form such successor and related forms as may from time to time be adopted by
the relevant taxing authorities of the United States of America to document a
claim to which such Form relates) and (E) "Form W-8" shall mean Form W-8
(Certificate of Foreign Status of the Department of Treasury of the United
States of America). Each of the Forms referred to in the foregoing clauses
(C), (D) and (E) shall include such successor and related forms as may from
time to time be adopted by the relevant taxing authorities of the United States
of America to document a claim to which such Form relates.

(b) Within 30 days after paying any amount to the Agent or any
Lender from which it is required by law to make any deduction or withholding,
and within 30 days after it is required by law to remit such deduction or
withholding to any relevant taxing or other authority, the Borrower shall
deliver to the Agent for delivery to such non-U.S. Person evidence satisfactory
to such Person of such deduction, withholding or payment (as the case may be).

2.15 Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from and to pay each Lender within 5 Business Days of
such Lender's demand the amount of any liability, loss or expense arising from
the reemployment of funds obtained by it or from fees payable to terminate the
deposits from which such funds were obtained (including reasonable fees and
expenses of counsel) which such Lender may sustain or incur as a consequence of
(a) default by the Borrower in payment when due of the principal amount of or
interest on any LIBOR Loan, (b) default by the Borrower in making a borrowing
of, conversion into or continuation of LIBOR Loans after the Borrower has given
a notice requesting the same in accordance with the provisions of this
Agreement, (c) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (d) the making by the Borrower of a prepayment or conversion of
LIBOR Loans on a day which is not the last day of an Interest Period with
respect thereto. A Lender's certificate as to such liability, loss or expense
shall be deemed conclusive, absent manifest error. This covenant shall survive
the termination of this Agreement, expiration of the Letters of Credit and the
payment of the Notes and all other amounts payable hereunder.

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2.16 Unused Commitment Fees. The Borrower agrees to pay to the Agent
for the account of the Revolving Loan Lenders an unused commitment fee to be
shared pro rata among the Revolving Loan Lenders with respect to the Revolving
Loan Commitments for the period from and including the Closing Date to but
excluding the Revolving Loan Commitment Expiration Date, based on the average
daily aggregate amount of the unused Aggregate Revolving Loan Commitment from
time to time in effect and computed at the rate of (i) during any period in
which the Maximum Total Debt Ratio is less than 5.50:1, 0.375% per annum and
(ii) at all other times, 0.500% per annum. Such fee shall be payable quarterly
in arrears on the last day of each March, June, September and December and on
the Revolving Loan Commitment Expiration Date, commencing on the first such
date to occur after the Closing Date.

2.17 Mitigation of Costs. If any Lender, by changing its Applicable
Lending Office or taking any other reasonable action, so long as making such
change or taking such other action is not disadvantageous to it in any
financial, regulatory or other respect, can mitigate any adverse effect on the
Borrower under Section 2.10, 2.12, 2.13, or 2.14, such Lender shall take such
action.

2.18 Registered Loans. Notwithstanding the foregoing, any Lender
that is not a U.S. Person and is not a "bank" within the meaning of Section
881(c)(3)(a) of the Code may request the Borrower (through the Agent), and the
Borrower agrees to cause the Agent thereupon, to record on the Tax Register
referred to in Section 9.6(f) hereof any Loans held by such Lender under this
Agreement. The Borrower hereby designates the Agent to serve as the Borrower's
agent solely for purposes of maintaining the Tax Register. Loans recorded on
the Register ("Registered Loans") may not be evidenced by promissory notes
other than Registered Notes as defined below and, upon the registration of any
Loan, any promissory note (other than a Registered Note) evidencing the same
shall be null and void and shall be returned to the respective Borrower. The
Borrower agrees, at the request of any Lender that is the holder of Registered
Loans, to execute and deliver to such Lender a promissory note in registered
form to evidence such Registered Loans (i.e. containing the optional
registered note language as indicated in Exhibit A-1 or A-2 hereto, as the case
may be) and registered as provided in Section 9.6(f) hereof (herein, a
"Registered Note"), dated the date hereof, payable to such Lender and otherwise
duly completed. A loan once recorded on such Register may not be removed from
the Register so long as it remains outstanding and a Registered Note may not be
exchanged for a promissory note that is not a Registered Note.

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SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Agreement and to make the
Loans and participate in the Letters of Credit, and to induce the Agent to
issue the Letters of Credit, the Borrower hereby represents and warrants to the
Agent and each Lender that:

3.1 Organization and Good Standing. The Borrower and each
Subsidiary (a) is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization as indicated on Schedule 3.7, (b)
has all requisite power and authority (corporate, partnership, limited
liability company and otherwise) to own its properties and to conduct its
business as now conducted and as currently proposed to be conducted and (c) is
duly qualified to conduct business as a foreign organization and is currently
in good standing in each state and jurisdiction in which it conducts business.
Each state and jurisdiction in which the Borrower or any Subsidiary is or
should be qualified to conduct business is listed on Schedule 3.1 hereto.

3.2 Power and Authority. The Borrower and each Subsidiary has all
requisite power and authority under applicable law and under its Organic
Documents to (i) in the case of the Borrower, borrow hereunder, (ii) in case of
Black Creek, to consummate the Cable One Acquisition in accordance with the
terms of the Acquisition Agreement and (iii) to execute, deliver and perform
its respective obligations under the Loan Documents to which it is a party.
All actions, waivers and consents (corporate, regulatory and otherwise)
necessary or appropriate for Black Creek to consummate the Cable One
Acquisition in accordance with the terms of the Acquisition Agreement, and for
the Borrower and each Subsidiary to execute, deliver and perform the Loan
Documents to which it is a party have been taken and/or received.

3.3 Validity and Legal Effect. This Agreement constitutes, and the
other Loan Documents to which the Borrower or any Subsidiary is a party
constitute (or will constitute when executed and delivered), the legal, valid
and binding obligations of the Borrower or such Subsidiary, as applicable,
enforceable against it in accordance with the terms thereof, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement
of creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

3.4 No Violation of Laws or Agreements. The execution, delivery and
performance of the Loan Documents and the consummation of the Cable One
Acquisition in accordance with the terms of the Acquisition Agreement (a) will
not violate or contravene any Requirement of Law, (b) will not result in any

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material breach or violation of, or constitute a material default under, any
agreement or instrument by which the Borrower or any Subsidiary, or any of its
property, may be bound, and (c) will not result in or require the creation of
any Lien (other than those permitted by Section 6.3) upon or with respect to
any property of the Borrower or any Subsidiary, whether such property is now
owned or hereafter acquired.

3.5 Title to Assets; Existing Encumbrances; Legal Names. The
Borrower and each Subsidiary has good and marketable title to all of its real
and personal properties and assets, free and clear of any Liens (other than
those permitted by Section 6.3). Neither the Borrower nor any Subsidiary has
used (or permitted the filing of any financing statement under) any legal or
operating name at any time during the twelve consecutive calendar months
immediately preceding the execution of this Agreement, except as identified on
Schedule 3.5 hereto.

3.6 Capital Structure; Equity Ownership; Subordinated Debt. The
authorized capital stock of the Borrower consists of an aggregate of 1,000
shares of common stock, par value $0.01 per share, all of which shares are duly
and validly issued and outstanding, and each of which shares is fully paid and
nonassessable. All of such issued and outstanding shares of common stock are
owned beneficially and of record by CCI. There are no outstanding Equity
Rights with respect to the Borrower or any Subsidiary and there are no
outstanding obligations of the Borrower or any of its Subsidiaries to
repurchase, redeem, or otherwise acquire any shares of capital stock of the
Borrower, nor are there any outstanding obligations of the Borrower or any of
its Subsidiaries to make payments to any Person, such as "phantom stock"
payments, where the amount thereof is calculated with reference to the fair
market value or equity value of Borrower or any of its Subsidiaries. The
Borrower has the corporate power and authority to issue the Subordinated Notes.
The Subordinated Notes, when issued and paid for, will be the legally valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability. The subordination provisions of the Subordinated Notes will be
enforceable against the holders thereof and the Loans and all other monetary
Obligations hereunder are and will be within the definition of "Senior
Indebtedness" included in such provisions. The Subordinated Notes, when issued
and sold, will either (a) have been registered or qualified under applicable
federal and state securities laws or (b) be exempt therefrom.

3.7 Subsidiaries and Affiliates. Schedule 3.7 hereto accurately and
completely discloses (i) each Subsidiary and

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Affiliate of the Borrower (other than its officers and directors), (ii) each
Person holding ownership interests in such Subsidiary and (iii) the nature of
the ownership interests held by each such Person and the percentage of
ownership of such Subsidiary represented by such ownership interests.

3.8 Material Contracts. Schedule 3.8 hereto accurately and
completely discloses each contract and agreement (including but not limited to
site leases and licenses and programming contracts, but excluding Franchises)
material to the financial condition or operation of the Borrower or any
Subsidiary (each, a "Material Contract," and collectively, the "Material
Contracts"). Neither the Borrower nor any Subsidiary has committed any
unwaived breach or default under any Material Contract, and the Borrower has no
knowledge or reason to believe that any other party to any Material Contract
has committed any unwaived breach or default thereof. Each of the Material
Contracts is a legal, valid and binding obligation of the Borrower or the
Subsidiaries party thereto, enforceable in accordance with its terms. Each of
the Lenders and the Agent has received a complete and correct copy of each
Material Contract (including in each case all exhibits, schedules and
disclosure letters referred to therein or delivered pursuant thereto, if any)
and all amendments thereto and other side letters or agreements affecting the
terms thereof. Except for the Acquisition Agreement, neither the Borrower nor
any of its Subsidiaries is party to any agreements or letters of intent
providing for the acquisition or disposition of any assets (including without
limitation any CATV Systems or Telephone Systems) with a fair market value of
$100,000 or more.

3.9 Taxes and Assessments. (a) The Borrower and each Subsidiary has
timely filed all required tax returns and reports (federal, state and local) or
has properly filed for extensions of the time for the filing thereof. The
Borrower has no knowledge of any deficiency, penalty or additional assessment
due or appropriate in connection with any such taxes. All taxes (federal,
state and local) imposed upon the Borrower or any Subsidiary or any of its
properties, operations or income have been paid and discharged prior to the
date when any interest or penalty would accrue for the nonpayment thereof,
except for those taxes being contested in good faith by appropriate proceedings
diligently prosecuted and with adequate reserves reflected on the financial
statements in accordance with GAAP. There are no taxes imposed on the Borrower
or its Subsidiaries by any political subdivision or taxing authority due or
payable either on or by virtue of the execution and delivery by the Borrower,
the Subsidiaries, the Agent, or the Lenders of this Agreement or any other Loan
Document to which the Borrower or the Subsidiaries are party, or on any payment
to be made by the Borrower pursuant hereto or thereto.

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(b) The Borrower has net operating losses (within the meaning
of Section 172 of the Code) in an amount not less than that set forth in
Schedule 3.9.

3.10 Litigation and Legal Proceedings. Except as disclosed on
Schedule 3.10 hereto, there is no litigation, claim, investigation,
administrative proceeding, labor controversy or similar action that is pending
or, to the knowledge of the Borrower, threatened (i) with respect to any Loan
Document or the transactions contemplated thereby, (ii) with respect to the
Cable One Acquisition or the transactions contemplated by the Acquisition
Agreement or (iii) against the Borrower, any Subsidiary or any Property that
(in the case of this clause (iii)), if adversely resolved, could (either
individually or in the aggregate) have a Material Adverse Effect.

3.11 Accuracy of Financial Information. (a) All information
previously furnished to the Agent and the Lenders that was prepared by or on
behalf of the Borrower concerning the financial condition and operations of the
Borrower or any Subsidiary, including (i) the audited consolidated financial
statements of CCI and its Subsidiaries for the fiscal year ended December 31,
1997 (including, separately stated, consolidating statements of income,
retained earnings and cash flows of CCI and its Subsidiaries), (ii) the
unaudited consolidated financial statements for CCI and its Subsidiaries for
the fiscal quarter ended March 31, 1998 and (iii) the unaudited pro forma
condensed consolidated balance sheet for CCI and it Subsidiaries, as at March
31, 1998 and unaudited pro forma condensed consolidated statements of
operations for the fiscal year ended on December 31, 1997 and the 3-month
period ended on March 31, 1998, in each case prepared under the assumption that
the Cable One Acquisition occurred on March 31, 1998, (A) have been prepared in
accordance with GAAP consistently applied, (B) are true, accurate and complete
in all material respects, (C) fairly present the financial condition of the
organizations covered thereby as of the dates and for the periods covered
thereby and (D) disclose all material liabilities (contingent and otherwise) of
the Borrower and the Subsidiaries.

(b) Since December 31, 1997 there has been no event or
condition resulting in a Material Adverse Effect.

3.12 Accuracy of Other Information. All information contained in the
Confidential Information Memorandum relating to the Loans, and any application,
schedule, report, certificate, or any other document given to the Agent or any
Lender by the Borrower or any other Person in connection with the Loan
Documents is in all material respects true, accurate and complete, and no such
Person has omitted to state therein (or failed to include in any such document)
any material fact or any fact necessary to make such information not
misleading. All

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projections given to the Agent, the Co-Arrangers, or any Lender by the Borrower
or any other Person have been prepared with a reasonable basis and in good
faith making use of such information as was available at the date such
projection was made. The projections and pro forma financial information
contained in such materials are based upon good faith estimates and assumptions
believed by the Borrower to be reasonable at the time made and as of the
Closing Date, it being recognized that such projections as to future events are
not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ from the projected results.

3.13 Compliance with Laws Generally. The Borrower and each
Subsidiary is in compliance in all material respects with all Requirements of
Law applicable to it, its operations and its properties.

3.14 ERISA Compliance.

(a) The Borrower and each Subsidiary is in compliance in all
material respects with all applicable provisions of ERISA, and all rules,
regulations and orders implementing ERISA.

(b) Neither the Borrower nor any Subsidiary, or any ERISA
Affiliate thereof, maintains or contributes to (or has maintained or
contributed to) any Multiemployer Plan under which the Borrower, any Subsidiary
or any ERISA Affiliate thereof could have any withdrawal liability.

(c) Neither the Borrower nor any Subsidiary, or any ERISA
Affiliate thereof, sponsors or maintains any defined benefit pension plan under
which there is an accumulated funding deficiency within the meaning of Section
412 of the Code, whether or not waived.

(d) The liability for accrued benefits under each defined
benefit pension plan that will be sponsored or maintained by the Borrower, any
Subsidiary or any ERISA Affiliate thereof (determined on the basis of the
actuarial assumptions utilized by the PBGC) does not exceed the aggregate fair
market value of the assets under each such defined benefit pension plan.

(e) The aggregate liability of the Borrower, each Subsidiary
and each ERISA Affiliate thereof arising out of or relating to a failure of any
employee benefit plan within the meaning of Section 3(2) of ERISA to comply
with provisions of ERISA or the Code will not have a Material Adverse Effect.

(f) There does not exist any unfunded liability (determined
on the basis of actuarial assumptions utilized by the actuary for the plan in
preparing the most recent annual report) of the Borrower, any Subsidiary or any
ERISA Affiliate thereof

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under any plan, program or arrangement providing post-retirement, life or
health benefits.

(g) No Reportable Event and no Prohibited Transaction (as
defined in ERISA) has occurred or is occurring with respect to any plan with
which the Borrower or any Subsidiary is associated.

3.15 Environmental Compliance.

(a) The Borrower and each Subsidiary has received all permits
and filed all notifications necessary under and is otherwise in compliance in
all material respects with all federal, state and local laws, rules and
regulations governing the control, removal, storage, transportation, spill,
release or discharge of Hazardous Materials, including, without limitation, as
provided in the provisions of and the regulations under (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendment and Reauthorization Act of 1986, (ii) the Solid Waste
Disposal Act, (iii) the Clean Water Act and the Clean Air Act, (iv) the
Hazardous Materials Transportation Act, (v) the Resource Conservation and
Recovery Act of 1976 and (vi) the Federal Water Pollution Control Act
Amendments of 1972 (all of the foregoing enumerated and nonenumerated statutes,
including without limitation any applicable state or local statutes, all as
amended, collectively, the "Environmental Control Statutes").

(b) Neither the Borrower nor any Subsidiary has given any
written or oral notice to the Environmental Protection Agency ("EPA") or any
state or local agency with regard to any actual or imminently threatened
removal, storage, transportation, spill, release or discharge of Hazardous
Wastes either (i) on properties owned or leased by the Borrower or such
Subsidiary or (ii) otherwise in connection with the conduct of its business and
operations.

(c) Neither the Borrower nor any Subsidiary has received
notice that it is potentially responsible for costs of clean-up of any actual
or imminently threatened spill, release or discharge of Hazardous Wastes
pursuant to any Environmental Control Statute.

(d) No judicial proceedings or governmental or administrative
action is pending, or, to the knowledge of the Borrower, threatened, under any
Environmental Control Statute to which the Borrower or any of its Subsidiaries
is named as a party with respect to the Properties or the business conducted at
the Properties, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any

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Environmental Control Statute with respect to the Properties or such business.

3.16 Federal Regulations. No Letter of Credit and no part of the
proceeds of any Loans are intended to be or will be used, directly or
indirectly for any purpose which violates the provisions of the Regulations of
the Board of Governors of the Federal Reserve System. If requested by any
Lender or the Agent, and in any event upon consummation of any acquisition
involving the purchase of stock by the Borrower or any Subsidiary, the Borrower
will furnish to the Agent and each Lender a statement to the foregoing effect
in conformity with the requirements of Form U-1 referred to in Regulation U.

3.17 Fees and Commissions. Except as disclosed on Schedule 3.17
hereto or as required by Section 2.16 hereof or the letter referred to in
Section 4.1(d), neither the Borrower nor any Subsidiary owes or will owe any
fees or commissions of any kind in connection with the Cable One Acquisition,
this Agreement or the transactions contemplated hereby or thereby, and the
Borrower does not know of any claim (or any basis for any claim) for any fees
or commissions in connection with the Cable One Acquisition, the Acquisition
Agreement, this Agreement or the transactions contemplated hereby or thereby.

3.18 Representations and Warranties in Acquisition Agreement. The
Agent has received a complete and correct copy of the Acquisition Agreement
(including all exhibits, schedules and disclosure letters referred to therein
or delivered or to be delivered pursuant thereto, if any) and all amendments
thereto, waivers relating thereto and other side letters or agreements
affecting the terms thereof. The Acquisition Agreement has been duly executed
and delivered by the parties thereto and is in full force and effect with no
default thereunder. Each representation and warranty in the Acquisition
Agreement shall be deemed to be made by the Borrower for the Lenders' benefit
as if set forth herein at length.

3.19 Solvency. Immediately prior to and upon the execution of this
Agreement, the consummation of the Cable One Acquisition, the funding of the
Loans and the issuance of any Letters of Credit to be funded or issued on the
Closing Date, and the issuance of the Subordinated Notes, the Borrower and each
Guarantor was, is and will be Solvent.

3.20 Franchises. Set forth in Schedule 3.20 hereto is a complete and
correct list of all Franchises (identified by issuing authority, franchisee and
expiration date) owned by the Borrower and its Subsidiaries on the Closing
Date, or that will be owned by the Borrower and its Subsidiaries (after giving
effect to the Cable One Acquisition). The Borrower and each Subsidiary
possesses or has the right to use, or will possess or

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have the right to use (after giving effect to the Cable One Acquisition), all
such Franchises, and all copyrights, licenses, trademarks, service marks, trade
names or other rights, including licenses and permits granted by the FCC,
agreements with public utilities and microwave transmission companies, pole or
conduit attachment, use, access or rental agreements and utility easements that
are necessary for the conduct of the CATV Systems or Telephone Systems of the
Borrower and its Subsidiaries, except for such of the foregoing the absence of
which could not have a Material Adverse Effect on the Borrower or any of its
Subsidiaries, and each of such Franchises, copyrights, licenses, patents,
trademarks, service marks, trade names and rights is (or on the date of the
Cable One Acquisition will be) in full force and effect and no material default
has occurred and is continuing thereunder. No approval, application, filing,
registration, consent or other action of any local, state or federal authority
is required to enable the Borrower or any of its Subsidiaries to take advantage
of the rights and privileges intended to be conferred by any Franchise, except
for approvals, applications, filings, registrations, consents or other actions
that (if not made or obtained) could not have a Material Adverse Effect on the
Borrower or any of its Subsidiaries. Neither the Borrower nor any Subsidiary
has received any notice from the granting body or any governmental authority
with respect to any breach of any covenant under, or any default with respect
to, any Franchise.

3.21 The CATV Systems. (a) The Borrower and each Subsidiary, and the
CATV Systems owned by them (and, after giving effect to the Cable One
Acquisition, to be owned by them) are in compliance in all material respects
with all applicable federal, state and local laws, rules and regulations,
including without limitation, the Communications Act, the Cable Communications
Policy Act of 1984, the Cable Television Consumer Protection and Competition
Act of 1992, the Copyright Revision Act of 1976, and the rules and regulations
of the FCC and the United States Copyright Office, including, without
limitation, rules and laws governing system registration, use of aeronautical
frequencies and signal carriage, equal employment opportunity, cumulative
leakage index testing and reporting, signal leakage, and subscriber privacy.
Without limiting the generality of the foregoing:

(i) The communities included in the areas covered by the
Franchises covering CATV Systems have been registered with the FCC;

(ii) all of the annual performance tests on such CATV Systems
required under the rules and regulations of the FCC have been
performed;

(iii) except as set forth in Schedule 3.21 hereto, such CATV
Systems currently meet or exceed the technical standards set

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forth in the rules and regulations of the FCC, including, without
limitation, the leakage limits contained in the 47 C.F.R. Section
76.605(a)(11);

(iv) except as set forth in Schedule 3.21 hereto, such CATV
Systems are being operated in compliance with the provisions of 47
C.F.R. Section 76.610 through 76.619 (mid-band and super-band signal
carriage), including 47 C.F.R. Section 76.611 (compliance with the
cumulative signal leakage index);

(v) where required, appropriate authorizations from the FCC
have been obtained for the use of all aeronautical frequencies in use
in such CATV Systems and such CATV Systems are presently being
operated in compliance with such authorizations (and all required
certificates, permits and clearances from governmental agencies,
including the Federal Aviation Administration, with respect to all
towers, earth stations, business radios and frequencies utilized and
carried by such CATV Systems have been obtained); and

(vi) all notices to subscribers of such CATV Systems required
by the rules and regulations of the FCC have been provided.

(b) All notices, statements of account, supplements and other
documents required under Section 111 of the Copyright Act of 1976 and under the
rules of the Copyright Office with respect to the carriage of off-air signals
by the CATV Systems owned by the Borrower and the Subsidiaries (and, after
giving effect to the Cable One Acquisition, to be owned by the Borrower and the
Subsidiaries) have been fully filed, and the proper amounts of copyright fees
have been paid on a timely basis, and each such CATV System qualifies for the
compulsory license under Section 111 of the Copyright Act of 1976.

(c) The carriage of all off-air signals by the CATV Systems owned by
the Borrower and the Subsidiaries (and, after giving effect to the Cable One
Acquisition, to be owned by the Borrower and the Subsidiaries) is permitted by
valid transmission consent agreements or by must-carry elections by
broadcasters.

(d) The Borrower and (to the best knowledge of the Borrower) Cable
One have complied in all material respects with their respective obligations
with regard to protecting the privacy rights of any past or present customers
of the CATV Systems owned by the Borrower and the Subsidiaries (and, after
giving effect to the Cable One Acquisition, to be owned by the Borrower and the
Subsidiaries).

3.22 Rate Regulation. The Borrower and (to the best of the knowledge
of the Borrower) Cable One have each reviewed and evaluated in detail the FCC
rules currently in effect (the "Rate

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Regulation Rules") implementing the rate regulation provisions of the Cable
Television Consumer Protection and Competition Act of 1992 (the "Rate
Regulation Act"). Based upon such review, completion by the Borrower and (to
the best knowledge of the Borrower) Cable One of all applicable worksheets
contemplated by the Rate Regulation Rules for each CATV System owned by the
Borrower (or, after giving effect to the Cable One Acquisition, to be owned by
the Borrower):

(i) none of such CATV Systems are subject to effective
competition as of the date hereof other than as set forth on Schedule
3.22;

(ii) except as set forth in Schedule 3.22 hereto, no
franchising authority has notified the Borrower or any of its
Subsidiaries of its application to be certified to regulate rates as
provided in Section 76.910 of the Rate Regulation Rules;

(iii) except as set forth in Schedule 3.22 hereto, no
franchising authority has notified the Borrower or any of its
Subsidiaries that it has been certified and has adopted regulations
required to commence regulation as provided in Section 76.910(c)(2) of
the Rate Regulation Rules;

(iv) except to the extent that a franchising authority
regulates rates pursuant to the Rate Regulation Rules, such CATV
Systems may continue to charge their current rates in compliance with
the Rate Regulation Act and the Rate Regulation Rules;

(v) such CATV Systems are otherwise in material compliance with
the Rate Regulation Act and the Rate Regulation Rules applicable to
them; and

(vi) no reduction of rates or refunds to subscribers is
required thereunder as of the date hereof.

3.23 Investment Company Act; Public Utility Holding Company Act. (a)
Neither the Borrower nor any Subsidiary is an "investment company", or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.

(b) Neither the Borrower nor any Subsidiary is a "holding company,"
or an "affiliate" of a "holding company" or a "subsidiary company" of a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

3.24 Nature of Business. Neither the Borrower nor any of its
Subsidiaries is engaged in any material business other than as described in
Section 6.13.

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3.25 Ranking of Loans. This Agreement and the other Loan Documents
to which the Borrower is party, when executed, and the Loans, when borrowed,
are and will be the direct and general obligations of the Borrower. The
Borrower's obligations hereunder and thereunder rank and will rank at least
pari passu in priority of payment to all other Senior Debt and senior to all
Subordinated Indebtedness.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Closing Date. The agreement of each Lender to
make the Loans requested to be made by it on the Closing Date and participate
in any Letters of Credit issued on the Closing Date and the agreement of the
Agent to issue any Letters of Credit requested to be issued on the Closing Date
are subject to the satisfaction, immediately prior to or concurrently with the
making of such Loans and/or the issuance of and participation in such Letters
of Credit on the Closing Date, of the following conditions precedent:

(a) Credit Agreement. The Agent shall have received this Agreement,
executed and delivered by an officer of the Borrower as of the Closing Date,
with a counterpart for each Lender, and such officer shall be covered by an
incumbency certificate which shall have been executed and delivered to the
Agent.

(b) Other Loan Documents. The Agent shall have received the Term
Notes, the Revolving Notes, the Guarantees, the Guarantor Collateral Documents,
the Collateral Documents, and all UCC-1 Financing Statements and other
agreements or instruments required to create or perfect a security interest in
the Collateral and the Guarantor Collateral executed in connection herewith, in
each case executed and delivered by an officer of the relevant Obligor with a
counterpart for each Lender.

(c) Corporate Documents. Certified copies of the charter and
by-laws (or equivalent documents) of each Obligor which is a legal entity and
of all corporate authority (or equivalent authority) for each such Obligor
(including, without limitation, board of director resolutions and evidence of
the incumbency, including specimen signatures, of officers) with respect to the
execution, delivery and performance of such of the Loan Documents to which such
Obligor is intended to be a party and each other document to be delivered by
such Obligor from time to time in connection herewith and the extensions of
credit hereunder (and the Agent and each Lender may conclusively rely on such
certificate until it receives notice in writing from such Obligor to the
contrary).

(d) Fees and Costs. The Agent shall have received payment of (i)
the fees set forth in the fee side letter executed by the

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Borrower and the Co-Arrangers in connection herewith and (ii) such other fees,
costs and expenses, including reasonable legal fees, as are requested by the
Co-Arrangers to be paid on the Closing Date by the Borrower in connection with
this Agreement.

(e) Legal Opinions. The Agent shall have received, with a
counterpart for each Lender, the following executed legal opinions:

(i) the executed legal opinion of Winstead Sechrest & Minick
P.C., counsel to the Borrower and the Guarantors, in form and
substance satisfactory to the Co-Arrangers;

(ii) the executed legal opinion of regulatory counsel to the
Borrower and the Guarantors, in form and substance satisfactory to the
Co-Arrangers;

(iii) executed legal opinions of local counsel to the Borrower
and the Guarantors in the States of Kansas, Missouri, Oklahoma and
Arkansas in form and substance satisfactory to the Co-Arrangers; and

(iv) such other legal opinions as the Co-Arrangers may
reasonably request.

(f) Material Contracts. The Agent shall have received copies of (i)
the Acquisition Agreement, each Material Contract and each Equityholder
Agreement and (ii) the Subordinated Indenture and the CCI Indenture and each
agreement, instrument and opinion delivered in connection therewith, all of the
foregoing in form and substance satisfactory to the Agent and all as certified
as true and correct by a Responsible Officer of the Borrower.

(g) Tax Sharing Agreement. The Tax Sharing Agreement duly executed
and delivered by CCI, the Borrower and each of its Subsidiaries, together with
evidence that the "Tax Sharing Agreement" under and as defined in the Existing
Credit Agreement, shall have been simultaneously terminated.

(h) Lien Searches. The Agent shall have received (i) certified
copies of requests for information from all relevant jurisdictions, listing all
effective financing statements which name the Borrower or any Guarantor (or any
predecessor thereto), as debtor, together with copies of such financing
statements, none of which, except for Liens permitted by Section 6.3, shall
cover any of the Collateral or the Guarantor Collateral and (ii) searches of
the United States Patent and Trademark Office and the United States Copyright
Office, in form and substance reasonably satisfactory to the Agent.

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(i) Stock Certificates; Etc. The Agent shall have received (i)
original stock certificates representing all outstanding shares of stock of the
Borrower and each corporate Subsidiary, and all other stock or certificated
interests in limited liability companies pledged to the Agent pursuant to the
Collateral Documents or the Guarantor Collateral Documents, together with an
undated stock power for each of such certificates, duly executed in blank by a
Shareholder Employee, or an authorized officer of the relevant corporate
pledgor (as applicable) and (ii) such notices, acknowledgments and filings as
may be requested by the Agent with respect to limited liability company
interests and partnership interests.

(j) Good Standing Certificates. With respect to each Obligor which
is a legal entity, the Agent shall have received a certificate, dated a recent
date, of the Secretary of State of the state of formation of such Obligor and
each other jurisdiction where such Obligor is required to be qualified to do
business under such jurisdiction's law, certifying as to the existence and good
standing of, and the payment of taxes by, each such Obligor in such state.

(k) Subordinated Debt; Equity Investment. The Agent shall have
received a certificate of a senior financial officer of the Borrower (with
respect to clause (i)) and of the Borrower and CCI (with respect to clause
(ii)) indicating that (i) the Subordinated Notes have been issued and net cash
proceeds have been received therefor in the amount of $120,975,000 and (ii) the
Borrower has, on terms satisfactory to the Co-Arrangers, received an equity
investment in an amount not less than $23,000,000 from CCI as a result of the
sale of the CCI Notes.

(l) Existing Indebtedness. The Co-Arrangers shall have received
evidence satisfactory to them of (i) full repayment of all existing
Indebtedness of the Borrower and WTAC under the Existing Credit Agreement and
the termination of all guarantees and collateral pledges thereunder and (ii)
release of all Liens on the assets of Cable One (except any permitted by
Section 6.3), or in each case evidence that arrangements for such release
satisfactory to the Co-Arrangers shall have been made.

(m) Officer's Certificate. A certificate of a senior officer of the
Borrower, dated the Closing Date, to the effect set forth in the first sentence
of Section 4.2 hereof.

(n) Solvency Analysis. A certificate of a senior financial officer
of the Borrower to the effect that, to the best of such officer's knowledge, as
of the Closing Date and after giving effect to the initial extension of credit
hereunder and to the other transactions contemplated hereby, (i) the aggregate
value of all Properties of the Borrower and its Subsidiaries at their present
fair salable value (i.e., the amount that may be realized

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within a reasonable time, considered to be six months to one year, either
through collection or sale at the regular market value, conceiving the latter
as the amount that could be obtained for the Property in question within such
period by a capable and diligent businessman from an interested buyer who is
willing to purchase under ordinary selling conditions), exceed the amount of
all the debts and liabilities (including contingent, subordinated, unmatured
and unliquidated liabilities) of the Borrower and its Subsidiaries, (ii) the
Borrower and its Subsidiaries will not, on a consolidated basis, have an
unreasonably small capital with which to conduct their business operations as
heretofore conducted and (iii) the Borrower and its Subsidiaries will have, on
a consolidated basis, sufficient cash flow to enable them to pay their debts as
they mature.

(o) Insurance Policies. The Agent shall have received evidence that
the insurance required by Section 5.6 is in full force and effect, together
with appropriate evidence showing the Agent as an additional named insured or
loss payee, as appropriate, all in form and substance reasonably satisfactory
to the Agent.

(p) Basic Subscribers; Cash Flow. After giving effect to the Cable
One Acquisition (i) the aggregate number of Basic Subscribers of the Borrower
and its Subsidiaries shall be at least equal to 190,000 and (ii) the aggregate
Annualized Cash Flow as at March 31, 1998 shall be at least equal to
$32,500,000, and the Agent shall have received a certificate of a Responsible
Officer of the Borrower to such effect.

(q) Acquisition. The Cable One Acquisition shall have been
consummated in accordance with the Acquisition Agreement, and the Agent shall
have received (i) a certificate of a Responsible Officer of the Borrower to the
effect that all material transactions contemplated by the Acquisition Agreement
to be consummated on or prior to the Closing Date have been consummated without
amendment, waiver or modification of the material terms thereof and (ii) the
legal opinions of counsel delivered under the Acquisition Agreement, and each
such opinion shall contain a statement or be accompanied by a letter addressed
to the Agent and the Lenders and dated such date, to the effect that Agent and
the Lenders may rely upon such opinion to the same extent as if it were
originally addressed to each of them, in form and substance satisfactory to the
Co-Arrangers.

(r) Acquisition Price. The aggregate consideration paid in
connection with the Cable One Acquisition shall not exceed $42,500,000, and the
Agent shall have received a certificate of a Responsible Officer of the
Borrower to such effect.

(s) Necessary Governmental Authorizations and Consents; Expiration
of Waiting Periods, Etc. The Borrower shall have

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obtained all governmental authorizations (including without limitation FCC
consents) and all consents of other Persons, in each case that are necessary or
advisable in connection with the Acquisition and the other transactions
contemplated by the Loan Documents and each of the foregoing shall be in full
force and effect, in each case other than those the failure to obtain or
maintain which, either individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect. All applicable waiting periods
shall have expired without any action being taken or threatened by any
competent authority which would restrain, prevent or otherwise impose adverse
conditions on the Acquisition or the financing thereof. No action, request for
stay, petition for review or rehearing, reconsideration, or appeal with respect
to any of the foregoing shall be pending, and the time for any applicable
agency to take action to set aside its consent on its own motion shall have
expired.

(t) Reference Lenders. The Agent shall have received a letter from
the Borrower specifying Union Bank of California, N.A. as the initial Reference
Lender hereunder.

(u) Debt Ratios. The Agent shall have received a certificate of a
senior financial officer of the Borrower setting forth, as of the Closing Date,
after giving effect to the Acquisition, the funding of all Loans to be made
hereunder on the Closing Date, the issuance of the Subordinated Notes and the
consummation of all other transactions contemplated hereby to occur on the
Closing Date, (i) the actual Maximum Total Debt Ratio (which shall not exceed
7:00:1) and (ii) the actual Maximum Senior Debt Ratio (which shall not exceed
4:00:1).

(v) Additional Proceedings. The Agent shall have received such
other approvals, opinions and documents as any Lender, through the Agent, may
reasonably request and all legal matters incident to the making of such Loans
and issuance of such Letters of Credit shall be reasonably satisfactory to the
Agent.

4.2 Conditions to Each Loan or Letter of Credit. The agreement of
each Lender to make each Loan and to participate in each Letter of Credit, and
the agreement of the Agent to issue each Letter of Credit, requested to be
made, issued or participated in by it is subject to the satisfaction,
immediately prior to or concurrently with the making of such Loan or the
issuance or participation in such Letter of Credit, of the following conditions
precedent:

(a) Representations and Warranties; No Default. The following
statements shall be true and the Borrower's acceptance of the proceeds of such
Loan or its delivery of an executed Letter of Credit Request shall be deemed to
be a representation and warranty of the Borrower on the date of such Loan or as
of

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the date of issuance of such Letter of Credit, as applicable, that:

(i) The representations and warranties contained in this
Agreement and in each other Loan Document and certificate or other
writing delivered to the Lenders prior to, on or after the Closing
Date pursuant hereto and on or prior to the date for such Loan or the
issuance of such Letter of Credit are correct on and as of such date
in all material respects as though made on and as of such date except
to the extent that such representations and warranties expressly
relate to an earlier date; and

(ii) No Default has occurred and is continuing or would result
from the making of the Loan to be made on such date or the issuance of
such Letter of Credit as of such date.

(b) Legality. The making of such Loan or the issuance of such
Letter of Credit, as applicable, shall not contravene any law, rule or
regulation applicable to any Lender or any Obligor.

(c) Borrowing Notice/Letter of Credit Request. The Agent shall have
received a borrowing notice or Letter of Credit Request, as applicable,
pursuant to the provisions of this Agreement from the Borrower.

4.3 Condition Subsequent. The Agent shall have received, on or
before August 31, 1998, an opinion of Cole, Raywid & Braverman, regulatory
counsel to the Borrower and the Guarantors, substantially in the form of
Exhibit G hereto and with such reasonable qualifications and exceptions as
shall be acceptable to the Co-Arrangers.

SECTION 5. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that from and after the Closing Date, so
long as any Commitment remains in effect, any Note remains outstanding and
unpaid or any other amount is owing to any Lender or the Agent hereunder, or
any Letter of Credit remains outstanding:

5.1 Financial Statements. (a) As soon as available and in any event
within 45 days after the end of each quarterly fiscal period of each fiscal
year of the Borrower, the Borrower shall deliver to each Lender consolidated
statements of income, retained earnings and cash flows of CCI and its
Subsidiaries (provided that if CCI shall acquire any Subsidiary other than the
Borrower, such statements shall also be provided on a consolidating basis) for
such period and for the period from the beginning of the respective fiscal year
to the end of such

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period, and the related consolidated balance sheets of CCI and its Subsidiaries
(provided that if CCI shall acquire any Subsidiary other than the Borrower,
such balance sheet shall also be on a consolidating basis) as at the end of
such period, setting forth in each case in comparative form the corresponding
consolidated figures (or consolidating figures, if CCI shall have acquired such
a Subsidiary) for the corresponding periods in the preceding fiscal year
(except that, in the case of the balance sheets, such comparison shall be to
the last day of the prior fiscal year), accompanied by a certificate of a
senior financial officer of CCI and the Borrower, which certificate shall state
that said consolidated (or consolidating, if applicable) financial statements
fairly present the consolidated financial condition and results of operations
of CCI, the Borrower and its Subsidiaries, in each case in accordance with GAAP
consistently applied, as at the end of, and for, such period (subject to normal
year-end audit adjustments); and

(b) as soon as available and in any event within 120 days after the
end of each fiscal year of the Borrower, the Borrower shall deliver to each
Lender consolidated statements of income, retained earnings and cash flows of
CCI and its Subsidiaries (including, separately stated, consolidating
statements of income, retained earnings and cash flows of CCI and its
Subsidiaries) for such fiscal year and the related consolidated balance sheet
of CCI and its Subsidiaries (including, separately stated, a consolidating
balance sheet of CCI and its Subsidiaries) as at the end of such fiscal year,
setting forth in comparative form the corresponding consolidated figures (or
consolidating figures, if CCI shall have acquired such a Subsidiary) for the
preceding fiscal year, and accompanied by an opinion thereon of the
Accountants, which opinion shall state that said consolidated financial
statements fairly present the consolidated financial condition and results of
operations of CCI and its Subsidiaries as at the end of, and for, such fiscal
year in accordance with GAAP, and a statement of the Accountants to the effect
that, in making the examination necessary for their opinion, nothing came to
their attention that caused them to believe that the Borrower was not in
compliance with Section 6.1, insofar as such Section relates to accounting
matters.

5.2 Certificates; Other Information. The Borrower shall deliver to
each Lender:

(a) within 45 days after the end of each quarterly fiscal period of
each fiscal year of the Borrower, (i) a Covenant Compliance Certificate and
(ii) a Quarterly Officer's Report;

(b) within five Business Days after the same are filed, copies of
all financial statements and reports which the Borrower, any Subsidiary or CCI
may make to, or file with, the

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Securities and Exchange Commission or any successor or analogous Governmental
Authority;

(c) promptly but, in any event, within five Business Days after
receipt thereof, copies of all financial reports (including, without
limitation, management letters), if any, submitted to the Borrower or any
Subsidiary by the Accountants in connection with any annual or interim audit of
the books thereof;

(d) (i) as soon as available and in any event on or before December
31 of each fiscal year, a budget for the next following fiscal year setting
forth anticipated income, expense and capital expenditure items for each
quarter during such fiscal year, and (ii) quarterly, concurrently with the
delivery of the financial statements for each fiscal quarter during such fiscal
year pursuant to Section 5.1(a) above, a report setting forth a detailed
comparison to the budget referred to above;

(e) as soon as possible and in any event within five Business Days
after the occurrence of a Default or, in the good faith determination of a
Responsible Officer of the Borrower, a Material Adverse Effect, the written
statement by a Responsible Officer of the Borrower, setting forth the details
of such Default or Material Adverse Effect and the action which the Borrower
proposes to take with respect thereto;

(f) promptly, but in any event within 30 days after any change in
the senior management personnel of the Borrower or any Subsidiary, written
notice of such change;

(g) promptly but, in any event, within five Business Days after the
same become available, copies of all statements, reports and other information
which the Borrower or CCI sends to any holder of an equity interest therein;

(h) (A) as soon as possible and in any event within 30 days after
the Borrower knows or has reason to know that any Termination Event with
respect to any Plan has occurred, a statement of a Responsible Officer of the
Borrower describing such Termination Event and the action, if any, which the
Borrower proposes to take with respect thereto, (B) promptly and in any event
within ten days after receipt thereof by the Borrower or any ERISA Affiliate of
the Borrower from the PBGC, copies of each notice received by the Borrower or
such ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a
trustee appointed to administer any Plan, (C) promptly and in any event within
30 days after the filing thereof with the Internal Revenue Service, copies of
each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
with respect to each Single Employer Plan maintained for or covering employees
of the Borrower or any Subsidiary if the present value of the accrued benefits
under the Plan exceeds its assets by an amount in excess

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of $500,000 and (D) promptly and in any event within ten days after receipt
thereof by the Borrower or any ERISA Affiliate of the Borrower from a sponsor
of a Multiemployer Plan or from the PBGC, a copy of each notice received by the
Borrower or such ERISA Affiliates concerning the imposition or amount of
withdrawal liability under Section 4202 of ERISA or indicating that such
Multiemployer Plan may enter reorganization status under Section 4241 of ERISA;

(i) promptly after the commencement thereof, but in any event not
later than five Business Days after service of process with respect thereto on,
or the obtaining of knowledge by, the Borrower or any Subsidiary, notice of
each material action, suit or proceeding before any Governmental Authority;

(j) within five days following receipt by the Borrower or any
Subsidiary, copies of all notices received by the Borrower or such Subsidiary
under any Material Contract or any instrument, document or agreement relating
to any Subordinated Indebtedness, relating to any material default, any claimed
force majeure or any other material provision thereof;

(k) within five days following receipt by the Borrower or any
Subsidiary, copies of all notices received by the Borrower or such Subsidiary
from the Internal Revenue Service or other taxing authority relating to any
material dispute regarding deductions, audits or any other material matter;

(l) promptly after receipt thereof, copies of any notices received
by the Borrower or any of its Subsidiaries under any Franchise of a material
default by the Borrower or any of its Subsidiaries in the performance of its
obligations thereunder; and

(m) promptly, such additional financial and other information as any
Lender, through the Agent, may from time to time reasonably request.

5.3 Payment of Obligations. The Borrower shall, and shall cause each
of its Subsidiaries to, pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the failure to so satisfy such
obligations would not have a Material Adverse Effect or except where the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be.

5.4 Conduct of Business and Maintenance of Existence. The Borrower
shall, and shall cause each of its Subsidiaries to, (i) continue to engage in
business of the same general type as

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conducted by the Borrower and its Subsidiaries as of the Closing Date, (ii)
preserve, renew and keep in full force and effect its corporate, limited
liability company or partnership existence, as applicable, (iii) take all
reasonable action to maintain all rights, registrations, licenses, privileges
and franchises necessary or desirable in the normal conduct of its business,
and (iv) comply with all Contractual Obligations and Requirements of Law except
to the extent, in the case of this clause (iv), that failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect.

5.5 Maintenance of Property. The Borrower shall, and shall cause
each of its Subsidiaries to, keep all property useful or necessary in its
business in good working order and condition (ordinary wear and tear excepted).

5.6 Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, and with respect to Property and risks of a character
usually maintained by corporations engaged in the same or similar business
similarly situated, against loss, damage and liability of the kinds and in the
amounts customarily maintained by such corporations, provided that the Borrower
will in any event maintain (with respect to itself and each of its
Subsidiaries) casualty insurance and insurance against claims for damages with
respect to defamation, libel, slander, privacy or other similar injury to
person or reputation (including misappropriation of personal likeness), in such
amounts as are then customary for Persons engaged in the same or similar
business similarly situated (such insurance to cover claims arising out of
events occurring before and after the Closing Date), and shall designate the
Agent as loss payee or additional insured, as appropriate with respect to such
insurance and cause such insurance to provide for 30 days' prior written notice
to Agent of any modification or cancellation of such insurance.

5.7 Inspection of Property; Books and Records; Discussions. The
Borrower shall, and shall cause each of its Subsidiaries to, keep proper books
of records and account in which full, true and correct entries in conformity
with GAAP and all Requirements of Law shall be made of all material dealings
and transactions in relation to its business and activities; and upon
reasonable notice and at such reasonable times during usual business hours,
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers and employees of the Borrower and
its Subsidiaries and with its Accountants.

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5.8 Environmental Laws. The Borrower shall, and shall cause each of
its Subsidiaries to:

(a) Comply in all material respects with, and ensure compliance by
all tenants and subtenants, if any, with, all applicable Environmental Control
Statutes and obtain and comply in all material respects with any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Control Statutes;

(b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Control Statutes and promptly comply in all material respects
with all lawful orders and directives of all Governmental Authorities regarding
Environmental Control Statutes except to the extent that the same are being
contested in good faith by appropriate proceedings; and

(c) Defend, indemnify and hold harmless the Agent and the Lenders,
and their respective employees, agents, officers and directors, from and
against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under any Environmental Control
Statutes applicable to the operations of the Borrower or any of its
Subsidiaries, or the Borrower's or any of such Subsidiaries' interest in
Properties, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, attorneys' and consultants'
fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing arise out
of the gross negligence or willful misconduct of the party seeking
indemnification therefor. This indemnity shall continue in full force and
effect regardless of the termination of this Agreement.

5.9 Use of Proceeds. The Borrower will use the proceeds of the
Loans, and any Letters of Credit issued hereunder, as follows:

(i) the Term Loans shall be used in full on the Closing Date
(A) to refinance existing indebtedness of the Borrower and (B) to pay
a portion of the purchase price with regard to the Cable One
Acquisition and expenses associated therewith;

(ii) the Revolving Loans shall be used (A) to refinance
existing indebtedness of the Borrower, (B) to pay a portion of the
purchase price with regard to the Cable One Acquisition and expenses
associated therewith, (C) for capital expenditures,

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working capital and general corporate purposes and (D) to fund
Permitted Acquisitions; and

(iii) any Letters of Credit shall be used for general corporate
purposes.

Notwithstanding anything herein to the contrary, no Loan or Letter of
Credit will be used for the purchasing or carrying of any Margin Stock.

5.10 Compliance With Laws, Etc. The Borrower shall comply, and shall
cause each of its Subsidiaries to comply, in all material respects with all
applicable Requirements of Law, such compliance to include, without limitation
(i) paying before the same become delinquent all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or
upon any of its Properties and (ii) paying all lawful claims which if unpaid
might become a Lien upon any of its Properties; provided, however, that neither
the Borrower nor any of its Subsidiaries shall be required to pay and discharge
or to cause to be paid and discharged any such tax, assessment, charge, levy or
claim so long as (A) the validity or applicability thereof is being contested
in good faith by appropriate proceedings and (B) the Borrower or such
Subsidiary shall, to the extent required by GAAP, have set aside on its books
adequate reserves with respect thereto.

5.11 Certain Obligations Respecting Subsidiaries; Prohibitions on
Certain Agreements. (a) The Borrower will cause each of its Subsidiaries
hereafter formed or acquired to execute and deliver to the Agent promptly upon
the formation or acquisition thereof (i) a Guarantee in form and substance
satisfactory to the Agent, guaranteeing the Obligations, (ii) a Guarantor
Security Agreement,in form an substance satisfactory to the Agent, granting to
the Agent, for the benefit of the Lenders, a security interest in the tangible
and intangible personal property of such Subsidiary, together with appropriate
Lien searches requested by the Agent indicating the Lenders' first priority
Lien on such personal property, (iii) UCC-1 Financing Statements, duly executed
by such Subsidiary, in form and substance satisfactory to the Agent and, in
connection with such deliveries, cause to be delivered to the Agent (A) the
stock certificates representing the issued and outstanding shares of stock of
such Subsidiaries, together with undated stock powers executed in blank, (B) a
favorable written opinion of counsel satisfactory to the Agent as to such
matters relating thereto as any Lender through the Agent may reasonably
request, in form and substance satisfactory to the Agent and (C) such other
agreements, instruments, approvals or other documents as any Lender through the
Agent may reasonably request and (iv) evidence acceptable to the Agent that the
Borrower and such Subsidiary are

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concurrently complying with Section 4.19 of the Subordinated Indenture.

(b) The Borrower will, and will cause each of its Subsidiaries to,
take such action from time to time as shall be necessary to ensure that the
Borrower and each of its Subsidiaries at all times own (subject only to the
Liens of the Collateral Documents and the Guarantor Collateral Documents) at
least the same percentage of the issued and outstanding shares of each class of
stock of each of its Subsidiaries (or the same percentage of such other equity
interest, as applicable) as is owned on the date hereof. In the event that any
additional shares of stock (or other equity interests) shall be issued by any
Subsidiary, the Borrower agrees forthwith to deliver (or cause to be delivered)
to the Agent pursuant to the Collateral Documents and the Guarantor Collateral
Documents the certificates evidencing such shares of stock, accompanied by
undated stock powers executed in blank (or take such other actions as necessary
to perfect an interest in such other equity interests) and to take such other
action as the Agent shall request to perfect the security interest created
therein pursuant to the Collateral Documents and the Guarantor Collateral
Documents.

(c) Except for the documents executed in connection with the
Subordinated Indenture, the Borrower will not, and will not permit any of its
Subsidiaries to enter into any indenture, agreement, instrument or other
arrangement that, directly or indirectly, prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially adverse conditions
upon, the incurrence or payment of indebtedness, the granting of Liens, the
declaration or payment of dividends, the making of loans, advances or
investments or the sale, assignment, transfer or other disposition of Property.

(d) The Borrower will cause all Telephone Systems owned by it or its
Subsidiaries to be held by Classic Telephone or one or more of its
Subsidiaries.

5.12 Interest Rate Protection. The Borrower will, within 120 days of
the Closing Date and at all times thereafter, cause at least 50% of the
aggregate outstanding principal amount of the Indebtedness of the Borrower and
its Subsidiaries, together with the aggregate unused amount of the Commitments
to be either (i) subject to a fixed interest rate pursuant to the Subordinated
Indenture or (ii) subject to Interest Rate Agreements with one or more of the
Lenders (and/or with a bank or other financial institution having capital,
surplus and undivided profits of at least $500,000,000) on terms satisfactory
to the Co-Arrangers, in each case for a period of at least two years measured
from the Closing Date.

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5.13 Year 2000. The Borrower will take, and will cause its
Subsidiaries to take, all action necessary to assure that the Borrower's and
each Subsidiary's computer-based systems are able to operate effectively and
process data effectively, including data composed of or including dates on and
after January 1, 2000. At the request of the Agent, the Borrower will provide
the Lenders assurances reasonably acceptable to the Agent of the Borrower's and
each Subsidiary's capacity to deal with the foregoing.

SECTION 6. NEGATIVE COVENANTS

The Borrower hereby agrees that from and after the Closing Date, so
long as any Commitments remain in effect, any Note remains outstanding and
unpaid or any other amount is owing to any Lender or the Agent hereunder, or
any Letter of Credit remains outstanding:

6.1 Financial Condition Covenants. The Borrower shall not:

(a) Maximum Total Debt Ratio. As of the last day of any fiscal
quarter, permit the Maximum Total Debt Ratio to exceed the following levels
during the periods indicated:

<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
Closing Date to and including June 30, 1999 7:00:1

July 1, 1999 to and including December 31, 1999 6.90:1

January 1, 2000 to and including December 31, 2000 6:75:1

January 1, 2001 to and including December 31, 2001 6:50:1

January 1, 2002 to and including December 31, 2002 6:00:1

January 1, 2003 and thereafter 5:50:1
</TABLE>

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<PAGE> 80
(b) Maximum Senior Debt Ratio. As of the last day of any
fiscal quarter, permit the Maximum Senior Debt Ratio to exceed the following
levels during the periods indicated:

<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
Closing Date to and including December 31, 1999 4:00:1

January 1, 2000 to and including December 31, 2000 3:75:1

January 1, 2001 to and including December 31, 2001 3:50:1

January 1, 2002 to and including December 31, 2002 3:25:1

January 1, 2003 and thereafter 3:00:1
</TABLE>

(c) Total Interest Coverage Ratio. As of the last day of any
fiscal quarter, permit the Total Interest Coverage Ratio to be less than the
following levels during the periods indicated:

<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
Closing Date to and including December 31, 1999 1:40:1

January 1, 2000 to and including December 31, 2000 1:50:1

January 1, 2001 to and including December 31, 2001 1:60:1

January 1, 2002 and thereafter 1:75:1
</TABLE>

(d) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio as of the last day of any fiscal quarter, commencing with the fiscal
quarter beginning September 30, 2002, to be less than 1.05:1.

(e) Pro Forma Debt Service Coverage Ratio. As of the last day of
any fiscal quarter, permit the Pro Forma Debt Service Coverage Ratio to be less
than the following levels during the periods indicated:

<TABLE>
<CAPTION>
Period Ratio
------ -----
<S> <C>
Closing Date to and including December 31, 2001 1:25:1

January 1, 2002 to and including December 31, 20002 1:35:1

January 1, 2003 and thereafter 1:40:1
</TABLE>

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<PAGE> 81
(f) Maximum Capital Expenditures. Permit Capital
Expenditures of the Borrower and its Subsidiaries to be more than the following
levels during the periods indicated:

<TABLE>
<CAPTION>
Period Maximum Amount
------ --------------
<S> <C>
Closing Date to December 31, 1998 $ 9,000,000

Fiscal Year Ending December 31, 1999 $19,000,000

Fiscal Year Ending December 31, 2000 $19,000,000

Fiscal Year Ending December 31, 2001 $19,000,000
</TABLE>

Notwithstanding the foregoing, in the event the Borrower and its
Subsidiaries do not, in any fiscal year, exhaust such amount with respect to
such fiscal year, such excess amount may be used to make, or commit to make,
Capital Expenditures in the immediately following fiscal year, but not
thereafter.

6.2 Limitation on Indebtedness. The Borrower shall not create,
incur, assume or suffer to exist any Indebtedness, and shall not permit any of
its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness,
except for:

(a) Indebtedness created hereunder and under the Notes and the other
Loan Documents;

(b) Indebtedness of the Borrower or any of its Subsidiaries
outstanding on the Closing Date and listed on Schedule 6.2 (and not referred to
in any other clause of this Section 6.2);

(d) Indebtedness under any Interest Rate Agreement required pursuant
to Section 5.12;

(e) Indebtedness (i) evidenced by performance bonds issued in the
ordinary course of business or reimbursement obligations in respect thereof,
(ii) evidenced by a letter of credit facility related to insurance associated
with claims for work-related injuries or (iii) for bank overdrafts incurred in
the ordinary course of business that are promptly repaid, in an aggregate
amount (under clauses (i), (ii) and (iii)) not to exceed $1,000,000 at any one
time outstanding;

(f) Indebtedness of Wholly Owned Subsidiaries of the Borrower to the
Borrower or to other Wholly Owned Subsidiaries of the Borrower;

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(g) additional Indebtedness of the Borrower and its Subsidiaries not
referred to in clauses (a) - (f) above (including, without limitation,
Capitalized Lease Obligations and other Indebtedness secured by Liens permitted
by Section 6.3(b)) up to but not exceeding $2,000,000 at any one time
outstanding; and

(h) Indebtedness to the extent representing a replacement, renewal,
refinancing or extension (collectively, a "refinancing") of outstanding
Indebtedness of the Borrower or any Subsidiary, as the case may be, incurred in
compliance with clause (b) or (c) above; provided, however, that (i)
Indebtedness of the Borrower may not be refinanced under this clause (h) with
Indebtedness of any Subsidiary, (ii) any such refinancing shall not exceed the
sum of the principal amount or redemption payment value (or, if such
Indebtedness provides for a lesser amount to be due and payable upon a
declaration of acceleration thereof at the time of such refinancing, an amount
no greater than such lesser amount) of the Indebtedness being refinanced plus
the amount of accrued interest thereon and such reasonable fees and expenses
incurred in connection therewith, (iii) Indebtedness representing a refinancing
shall not mature prior to the stated maturity of the Indebtedness refinanced
and shall have a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness being refinanced, (iv)
Subordinated Indebtedness may only be refinanced with Indebtedness subordinated
to the Obligations, and otherwise on terms, at least as favorable to the
Lenders as the Subordinated Indebtedness and (v) unsecured Indebtedness which
is pari passu with the Obligations may only be refinanced with unsecured
Indebtedness, which is either pari passu with the Obligation or subordinated to
the Obligations on terms at least as favorable to the Lenders as the
Subordinated Indebtedness.

6.3 Limitation on Liens. The Borrower shall not, and shall not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

(a) Liens created hereunder or under any of the other Loan
Documents;

(b) Liens on real and/or tangible personal Property acquired after
the date hereof (by purchase, construction or otherwise) by the Borrower or any
of its Subsidiaries, each of which Liens either (A) existed on such Property
before the time of its acquisition and was not created in anticipation thereof
or (B) was created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost (including
the cost of construction) of such Property; provided that (i) no such Lien
shall extend to or cover any Property of the Borrower or any such Subsidiary
other than the

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Property so acquired and improvements thereon and (ii) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 100% of the fair
market value (as determined in good faith by a senior financial officer of the
Borrower) of such Property at the time it was acquired (by purchase,
construction or otherwise);

(c) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings, provided that adequate reserves with respect
thereto are maintained on the books of the Borrower or its Subsidiaries, as the
case may be, in conformity with GAAP;

(d) Liens created by operation of law not securing the payment of
Indebtedness for money borrowed or guaranteed, including carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens
arising in the ordinary course of business which are not overdue for a period
of more than 30 days or which are being contested in good faith by appropriate
proceedings and Liens securing judgments but only to the extent, for an amount
and for a period not resulting in an Event of Default under Section 7(i);

(e) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

(f) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, would not cause a Material Adverse Effect;

(h) Liens existing on the date hereof and referred to in Schedule
6.3 (and not referred to in any other clause of this Section 6.3); and

(i) Liens in favor of The Chase Manhattan Bank under the Existing
Credit Agreement, provided that such Liens shall have been released (and
evidence thereof provided to the Agent) within three Business Days following
the Closing Date.

6.4 Limitation on Fundamental Changes. The Borrower shall not, and
shall not permit any of its Subsidiaries to, (i) enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or

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dissolution), or (ii) convey, sell, lease, assign, transfer or otherwise
dispose of all or substantially all of its property, business or assets, or
(iii) acquire any business or Property from, or capital stock of, or be a party
to any acquisition of, any Person (except for purchases of equipment,
programming rights and other Property to be sold or used in the ordinary course
of business) except that, so long as no Default has occurred and is continuing
or would result therefrom:

(a) Black Creek may consummate the Cable One Acquisition on the
Closing Date in accordance with the terms of the Acquisition Agreement;

(b) the Borrower may consummate Permitted Acquisitions in accordance
with the terms of Section 6.7(h);

(c) any Subsidiary of the Borrower may be merged or consolidated
with or into: (i) the Borrower, if the Borrower shall be the continuing or
surviving corporation or (ii) any other Subsidiary; provided that if any such
transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the
Wholly Owned Subsidiary shall be the continuing or surviving corporation; and

(d) any Subsidiary may sell, lease, transfer or otherwise dispose of
any or all of its Property (upon voluntary liquidation or otherwise) to the
Borrower or a Wholly Owned Subsidiary of the Borrower.

6.5 Limitation on Sale of Assets. The Borrower will not, nor will it
permit any of its Subsidiaries to, make any Asset Disposition except Asset
Dispositions of (i) obsolete or worn-out Property, tools or equipment no longer
used or useful in its business so long as the aggregate amount thereof sold in
any single fiscal year by the Borrower and its Subsidiaries shall not have a
fair market value in excess of $2,000,000 and (ii) CATV Systems, so long as the
aggregate fair market value of any CATV Systems sold under this clause (ii)
during any twelve-month period shall not exceed $2,000,000; provided that in
each case, (A) the Borrower makes the mandatory payment, if any, required
pursuant to Section 2.5(b), (B) no Default has occurred and is continuing or
would result from such Asset Disposition, (C) the Borrower or such Subsidiary,
as applicable, receives at least fair market value consideration for such Asset
Disposition, as determined in good faith by the Board of Directors (or similar
authority for a limited liability company or partnership) of the Borrower or
such Subsidiary, as applicable, and evidenced in a written resolution thereof,
(D) not less than 75% of the consideration received by the Borrower or such
Subsidiary, as applicable, is in the form of cash and (E) if such Asset
Disposition is of the Borrower's equity interest in a Subsidiary (or any
Subsidiary's equity interest in another Subsidiary), such

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Asset Disposition shall constitute a sale of all equity interests in such
Subsidiary.

6.6 Limitation on Dividends. The Borrower shall not, and shall not
permit any of its Subsidiaries to (a) if a corporation, declare or pay any
dividend (other than dividends payable solely in common stock of the Borrower
or its Subsidiaries) on, or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any shares of any class of
Capital Stock of the Borrower or its Subsidiaries or any warrants or options to
purchase any such Capital Stock, whether now or hereafter outstanding, and (b)
if a partnership or a limited liability company, make any distribution with
respect to the ownership interests therein, or, in either case, any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of the Borrower or any Subsidiary (such
declarations, payments, setting apart, purchases, redemptions, defeasance,
retirements, acquisitions and distributions being herein called "Restricted
Payments"), except that (i) any Subsidiary (other than WTAC) may make
Restricted Payments to the Borrower or to any other Wholly Owned Subsidiary of
the Borrower and (ii) commencing February 1, 2004, the Borrower may make
Restricted Payments to CCI for the purpose of permitting CCI to make regularly
scheduled payments of interest on the CCI Notes as required pursuant to the
terms of the CCI Indenture as in effect on the Closing Date; provided that in
each case (A) no Default has occurred and is continuing or would result from
the making of such Restricted Payment, (B) the aggregate amount of all
Restricted Payments made on or after the Closing Date shall not exceed an
amount equal to the difference between (x) the Cumulative Credit and (y) 1.4
times Cumulative Interest Expense (and the Agent shall have received a
certificate of a Responsible Officer of the Borrower setting forth calculations
supporting the condition described in this clause (y) and (C) with respect to
clause (ii) above, no such Restricted Payment shall be permitted during any
period in which the Maximum Total Debt Ratio equals or exceeds 5.50 to 1.00.

6.7 Limitation on Investments, Loans and Advances. The Borrower will
not, and will not permit any of its Subsidiaries to, make any advance, loan,
extension of credit or capital contribution to, or purchase any stock, bonds,
notes, debentures or other securities of or any assets constituting a business
unit of, or make any other investment in (any of the foregoing, an
"investment"), any Person, except for:

(a) investments permitted by Section 6.4(a) and (b);

(b) investments in marketable securities, liquid investments and
other financial instruments that are acquired for investment purposes and may
be readily sold or otherwise

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liquidated, that have a value which may be readily established and which are
investment grade;

(d) operating deposit accounts with banks;

(e) investments by the Borrower and its Subsidiaries in the Borrower
and its Subsidiaries;

(f) Interest Rate Agreements, provided that, without the limiting
obligation of the Borrower under Section 5.12, when entering into any Interest
Rate Agreement that at the time has, or at any time in the future may give rise
to, any credit exposure, the aggregate credit exposure under all Interest Rate
Agreements (including the Interest Rate Agreement being entered into) shall not
exceed $5,000,000;

(g) investments not referred to in any other clause of this Section
6.7 up to but not exceeding $2,000,000 in the aggregate; and

(h) Permitted Acquisitions, so long as:

(i) unless the Majority Lenders shall otherwise consent in
writing, (1) the aggregate purchase price of all Permitted
Acquisitions of CATV Systems shall not exceed $10,000,000 and (2) the
aggregate purchase price of all Permitted Acquisitions of Other
Communications Businesses shall not exceed $2,000,000;

(ii) such acquisition (if by purchase of assets, merger or
consolidation) shall be effected in such manner so that the acquired
CATV System and the related assets thereof, are owned either by the
Borrower or a Wholly Owned Subsidiary of the Borrower, and, if
effected by merger or consolidation involving the Borrower, the
Borrower shall be the continuing or surviving entity;

(iii) such acquisition (if by purchase of stock) shall be
effected in such manner so that the acquired entity becomes a Wholly
Owned Subsidiary of the Borrower;

(iv) the Borrower shall deliver to the Agent (which shall
promptly forward copies thereof to each Lender) (1) no later than five
Business Days prior to the consummation of each such acquisition (or
such earlier date as shall be five Business Days after the execution
and delivery thereof), executed counterparts of the respective
agreements or instruments pursuant to which such acquisition is to be
consummated (including, without limitation, any related

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management, non-compete, employment, option or other material
agreements), any schedules to such agreements or instruments and all
other material ancillary documents to be executed or delivered in
connection therewith and (2) promptly following request therefor,
copies of such other information or documents relating to each such
acquisition as the Agent or the Majority Lenders shall have reasonably
requested;

(v) the agreements, instruments and other documents referred to
in the foregoing clause (iv) shall provide that

(1) the entire amount of the consideration payable by the
Borrower and its Subsidiaries in connection with such
acquisition (other than customary post-closing adjustments and
indemnity obligations, and other than Indebtedness incurred in
connection with such acquisition that is permitted under Section
6.2(g)) shall be payable on the date of such acquisition,

(2) neither the Borrower nor any of its Subsidiaries
shall, in connection with such acquisition, assume or remain
liable in respect of (x) any Indebtedness of the seller or
sellers (except for Indebtedness permitted under Section 6.2(g))
or (y) other obligations of the seller or sellers (except for
obligations incurred in the ordinary course of business in
operating the CATV System so acquired and necessary and
desirable to the continued operation of such CATV System), and

(3) all Property to be acquired in connection with such
acquisition shall be free and clear of any and all Liens, except
to the extent permitted by Section 6.3 hereof (and in the event
any such Property is subject to any Lien not permitted by this
clause (3) then concurrently with such acquisition such Lien
shall be released);

(vi) no later than five Business Days prior to the consummation
of such acquisition, the Borrower shall have delivered to each Lender
a Covenant Compliance Certificate prepared on a pro forma basis in
accordance with Section 1.2(e) and assuming that interest for such
period had been equal to the actual blended interest rate paid by the
Borrower during such period on the Loans);

(vii) the acquired CATV System shall be in a State in which the
Borrower and its Subsidiaries have CATV Systems on the Closing Date
(or another State contiguous thereto);

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(viii) concurrently with the consummation of such acquisition,
all actions (1) required under Section 5.11 and (2) required by the
Agent to perfect a security interest in all personal property assets
acquired shall have been taken (including but not limited to delivery
of an opinion of counsel to the Borrower and its Subsidiaries in form
and substance satisfactory to the Co-Arrangers with respect to such
perfection and with respect to regulatory compliance of the assets or
entity to be acquired); and

(ix) at the time of such acquisition and after giving effect
thereto, no Default shall have occurred and shall be continuing.

6.8 Modifications of Certain Documents; Subordinated Indebtedness;
Certain Changes. (a) The Borrower will not, nor will it permit any of its
Subsidiaries to, consent to any modification, supplement or waiver of any of
the provisions of (i) the Acquisition Agreement, (ii) the Tax Sharing
Agreement, (iii) any agreement, instrument or other document relating to the
Subordinated Indebtedness (including but not limited to the Subordinated
Indenture) or (iv) the Certificate of Incorporation of the Borrower or of
Universal Cable Holding, Inc., Universal Cable Communications Inc., Universal
Cable of Beaver, Oklahoma, Inc. and Universal Cable Midwest, Inc., without, in
each case, the prior written consent of the Majority Lenders.

(b) Neither the Borrower, nor any of its Subsidiaries, will purchase,
redeem, retire or otherwise acquire for value, or set apart any money for a
sinking, defeasance or other analogous fund for the purchase, redemption,
retirement or other acquisition of, or make any payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, the
Subordinated Indebtedness; provided that the Borrower may make regularly
scheduled payments of interest on the Subordinated Notes as required pursuant
to the terms of the Subordinated Indenture as in effect on the Closing Date (it
being understood that no such payment shall be permitted if (i) a Default shall
have occurred and be continuing under Section 7(a), or (ii) for the period
described in the Subordinated Indenture, any other Default shall have occurred
and be continuing).

(c) The Borrower shall not designate any Indebtedness as "Designated
Senior Indebtedness" (as defined in Subordinated Indenture) for purposes of the
Subordinated Indenture without the prior written consent of Majority Lenders.

(d) The Borrower will not, nor will it permit any of its
Subsidiaries to, change its legal, operating or trade names without the prior
written consent of the Agent.

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6.9 Transactions with Affiliates. The Borrower shall not, and shall
not permit any of its Subsidiaries to, enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of property, employee
compensation arrangements, or the rendering of any service, with any Affiliate
or any Subsidiary not a Wholly Owned Subsidiary unless (i) such transaction is
in the ordinary course of the Borrower's or such Subsidiary's business and is
upon terms no less favorable to the Borrower or such Subsidiary, as the case
may be, than it would obtain in a comparable arm's length transaction with a
Person not an Affiliate, (ii) in the event such transaction involves an
aggregate amount in excess of $1,000,000, the terms of such transaction are set
forth in writing and shall have been approved by a majority of the members of
the Board of Directors (or corresponding authority with respect to a limited
liability company or partnership) having no personal stake in such transaction
(and such majority determines that such transaction satisfies the criteria in
clause (i) above) and (iii) in the event such transaction involves an aggregate
amount in excess of $10,000,000, the Borrower has received a written opinion
from a nationally recognized independent investment banking firm, or nationally
recognized accounting or appraisal firm, that such transaction is fair to the
Borrower and its Subsidiaries from a financial point of view. Notwithstanding
any provision in this Section 6.9 to the contrary, the Borrower shall be
permitted to pay the Investment Banking Fee provided that no Default has
occurred and is continuing.

6.10 Fiscal Year. Borrower shall not permit its fiscal year or the
fiscal year of any of its Subsidiaries to end on a day other than December 31.

6.11 Sale-Leaseback Transactions. The Borrower shall not, and shall
not permit any of its Subsidiaries to, sell, assign or otherwise transfer any
of its Properties, rights or assets (whether now owned or hereafter acquired)
to any Person and thereafter directly or indirectly lease back the same or
similar property.

6.12 Management Fees. The Borrower shall not, and shall not permit
any of its Subsidiaries to, incur any management fees for services rendered.
Notwithstanding any provision in this Section 6.12 to the contrary, the
Borrower shall be permitted to pay the Investment Banking Fee provided that no
Default has occurred and is continuing.

6.13 Lines of Business. The Borrower will not, nor will it permit
any of its Subsidiaries to, engage to any substantial extent in any line or
lines of business activity other than the business of owning and operating (i)
CATV Systems, (ii) Telephone Systems (and businesses related to such Telephone
Systems) and (iii) Other Communications Businesses, provided that in any event

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at least 85% of the gross operating revenues of the Borrower and its
Subsidiaries shall be derived from the ownership and operation of U.S. domestic
CATV Systems.

6.14 Limitation on Equity Offerings. The Borrower will not, and will
not permit any Subsidiary to, make any Equity Offering of the ownership
interests of any Subsidiary (other than to the Borrower or a Wholly Owned
Subsidiary).

SECTION 7. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall default in the payment when due (whether at
stated maturity or upon mandatory or optional prepayment) of any principal of
or interest on any Loan, any fee or any other amount payable by it hereunder or
under any other Loan Document; or

(b) Any representation or warranty made or deemed made by any
Obligor herein or in any other Loan Document or which is contained in any
certificate, document or financial or other statement furnished at any time
under or in connection with this Agreement or any other Loan Document shall
prove to have been incorrect in any material respect when made or deemed made;
or

(c) The Borrower shall default in the observance or performance of
any agreement contained in Section 4.3, 5.2(e), 5.4(ii) or 5.9 or any provision
of Section 6; or CCI shall default in the performance of any of its obligations
under Section 24 of the Pledge Agreement; or

(d) Any Obligor shall default in the observance or performance of
any other agreement or obligation contained in this Agreement or the other Loan
Documents (or, in the case of CCI, in the performance of any of its obligations
in the Tax Sharing Agreement) (other than as provided in paragraphs (a) through
(c) of this Section), and such default shall continue unremedied for a period
of 30 days after notice thereof from the Agent to the Borrower; or

(e) Any Guarantee shall cease, for any reason, to be in full force
and effect; or

(f) The Borrower, CCI or any other Obligor shall default in the
payment when due of principal of or interest on any Indebtedness (other than
the Notes) issued under the same indenture or other agreement, if the original
principal amount of Indebtedness covered by such indenture or agreement is
$1,000,000 or more, or in the payment when due of any amount under any

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Interest Rate Agreement; or any event specified in any note, agreement,
indenture or other document evidencing or relating to any such Indebtedness or
any event specified in any Interest Rate Agreement shall occur if the effect of
such event is to cause, or (with the giving of any notice or the lapse of time
or both) to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, such Indebtedness to
become due, or to be prepaid in full (whether by redemption, purchase, offer to
purchase or otherwise), prior to its stated maturity or to have the interest
rate thereon reset to a level so that securities evidencing such Indebtedness
trade at a level specified in relation to the par value thereof or, in the case
of an Interest Rate Agreement, to permit the payments owing under such Interest
Rate Agreement to be liquidated; or

(g) (i) The Borrower or any other Obligor shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its assets, or
the Borrower or any other Obligor shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower
or any other Obligor any case, proceeding or other action of a nature referred
to in clause (i) above which (A) results in the entry of an order for relief or
any such adjudication or appointment or (B) remains undismissed, undischarged,
unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced
against the Borrower or any other Obligor any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in the
entry of an order for any such relief which shall not have been vacated,
discharged, stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) the Borrower or any other Obligor shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in,
any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the
Borrower or any other Obligor shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due or
there shall be a general assignment for the benefit of creditors; or

(h) (i) The Borrower or any Commonly Controlled Entity shall
engage in any non-exempt "prohibited transaction" (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated
funding deficiency" (as

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defined in Section 302 of ERISA), whether or not waived, shall exist with
respect to any Plan, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee
would reasonably be expected to result in the termination of such Plan for
purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate
for purposes of Title IV of ERISA (other than a standard termination) or (v)
the Borrower or any Commonly Controlled Entity would reasonably be expected to
incur any liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan; and in each case regarding clauses (i)
through (v) above, such event or condition, together with all other such events
or conditions, if any, would reasonably be expected to result in a Material
Adverse Effect; or

(i) One or more judgments or decrees shall be entered against the
Borrower or any Subsidiary involving in the aggregate a liability (not paid or
fully covered by insurance where the insurer has admitted liability in respect
of such judgment) of $1,000,000 or more, or involving in the aggregate a
liability (regardless of insurance coverage) of $5,000,000 or more, and all
such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 30 days from the entry thereof or in any event
five days before the date of any sale pursuant to such judgment or decree; or

(j) A reasonable basis shall exist for the assertion against the
Borrower or any of its Subsidiaries, or any predecessor in interest of the
Borrower or any of its Subsidiaries, of (or there shall have been asserted
against the Borrower or any of its Subsidiaries) any claims or liabilities,
whether accrued, absolute or contingent, based on or arising from the
generation, storage, transport, handling or disposal of Hazardous Materials by
the Borrower or any of its Subsidiaries, Affiliates or predecessors that, in
the judgment of the Majority Lenders is reasonably likely to be determined
adversely to the Borrower or any of its Subsidiaries, and the amount thereof
(either individually or in the aggregate) is reasonably likely to have a
Material Adverse Effect (insofar as such amount is payable by the Borrower or
any of its Subsidiaries but after deducting any portion thereof that is
reasonably expected to be paid by other creditworthy Persons jointly and
severally liable therefor); or

(k) Either one or more of the following events shall occur and be
continuing:

(i) the Borrower shall cease to be a Wholly Owned Subsidiary of
CCI;

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(ii) J. Merritt Belisle and Steven E. Seach shall cease for any
reason to be actively involved in the daily operation and strategic
direction of the business of the Borrower and its Subsidiaries (unless
a permanent replacement or replacements with equivalent knowledge and
experience in the cable television industry acceptable to the Majority
Lenders shall have been appointed within 90 days);

(iii) prior to a Qualified Public Offering, the Initial
Stockholders shall cease to own, collectively, on a fully diluted
basis (in other words, giving effect to the exercise of any warrants,
options and conversion and other rights), capital stock representing
at least 75% of the votes that may be cast in an election of directors
of CCI;

(iv) after a Qualified Public Offering either (x) the Initial
Stockholders shall cease to own, collectively, on a fully diluted
basis (in other words, giving effect to the exercise of any warrants,
options and conversion and other rights), capital stock representing
at least 30% of the aggregate fair market value (or, if greater, the
aggregate liquidation value) of the capital stock of all classes of
CCI and cease to hold at least 30% of the aggregate shares of voting
capital stock of CCI (representing at least 30% of the votes that may
be cast in an election of directors of CCI) or (y) any person or group
(within the meaning of Rule 13d-5 under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Section 13(d) and 14(d) of
the Exchange Act) (other than the Initial Stockholders) becomes,
directly or indirectly, in a single transaction or in a related series
of transactions by way of merger, consolidation or other business
combination or otherwise, the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of more than 30% of the capital stock of
CCI on a fully-diluted basis (in other words, giving effect to the
exercise of any warrants, options and conversion and other rights); or

(v) a majority of the Board of Directors of CCI and the
Borrower, respectively, shall no longer be composed of individuals (i)
who were members of said applicable Board on the Closing Date, (ii)
whose election or nomination to said applicable Board was approved by
individuals referred to in the preceding clause (i) constituting at
the time of such election or nomination at least a majority of said
Board or (iii) whose election or nomination to said Board was approved
by the Initial Stockholders; or

(l) Except for Franchises for CATV Systems that cover fewer than 5%
of the Subscribers of the Borrower and its Subsidiaries (determined as at the
last day of the most recent fiscal quarter

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for which a Quarterly Officers' Report shall have been delivered), one or more
Franchises relating to the CATV Systems of the Borrower and its Subsidiaries
shall be terminated or revoked such that the Borrower or such Subsidiary is no
longer able to operate such Franchises and retain the revenue received
therefrom or the Borrower or such Subsidiary or the grantors of such Franchises
shall fail to renew such Franchises at the stated expiration thereof such that
the Borrower or such Subsidiary is no longer able to operate such Franchises
and retain the revenue received therefrom; or

(m) The Liens created by the Collateral Documents and/or the
Guarantor Collateral Documents shall at any time not constitute valid and
perfected Liens on the collateral intended to be covered thereby (to the extent
perfection by filing, registration, recordation or possession is required
herein or therein) in favor of the Agent, free and clear of all other Liens
(other than Liens permitted under Section 6.3), or, except for expiration in
accordance with its terms, any of the Collateral Documents and/or the Guarantor
Collateral Documents shall for whatever reason be terminated or cease to be in
full force and effect, or the enforceability thereof shall be contested by any
Obligor; or

(n) There shall be any amendment to the provisions of the
Subordinated Indenture or the CCI Indenture without the prior written consent
of the Majority Lenders or the Borrower or any Subsidiary shall fail to comply
with the subordination provisions of the Subordinated Indenture; or

(o) Any of the following shall occur and be continuing:

(i) Universal Cable Holding, Inc. shall cease to own at least
75% of the issued and outstanding shares of common stock of each of
Universal Cable Communications Inc., Universal Cable of Beaver,
Oklahoma, Inc. and Universal Cable Midwest, Inc.,

(ii) Ashley Kimery, Tracy Anderson and/or Chris Calavitta,
collectively, shall cease to own at least 25% of the issued and
outstanding shares of common stock of each of Universal Cable
Communications Inc., Universal Cable of Beaver, Oklahoma, Inc. and
Universal Cable Midwest, Inc.,

(iii) Universal Cable Communications Inc., Universal Cable of
Beaver, Oklahoma, Inc. and Universal Cable Midwest, Inc. shall cease
to hold all of the issued and outstanding shares of Junior Stock of
Classic Cable Holding, Inc. and the Borrower shall cease to own all of
the issued and outstanding shares of Senior Stock of Classic Cable
Holding, Inc.; or

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(iv) Classic Cable Holding, Inc. shall cease to hold all of the
issued and outstanding shares of Junior Stock of WTAC and the Borrower
shall cease to hold all of the issued and outstanding shares of Senior
Stock of WTAC; or

(p) Any Subsidiary of the Borrower shall fail to be a member of the
same affiliated group of corporations filing consolidated returns for Federal
income tax purposes (within the meaning of Section 1504 of the Code);

then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (g) above, automatically the Commitments to the Borrower and the
commitment to issue Letters of Credit shall immediately terminate and the Loans
made to the Borrower hereunder (with accrued interest thereon) and all other
Obligations shall immediately become due and payable, and (B) if such event is
any other Event of Default, with the consent of the Majority Lenders, the Agent
may, or upon the request of the Majority Lenders, the Agent shall, take any or
all of the following actions: (i) by notice to the Borrower declare the
Commitments to the Borrower and the commitment to issue Letters of Credit to be
terminated forthwith, whereupon such Commitments and the commitment to issue
Letters of Credit shall immediately terminate; and (ii) by notice of default to
the Borrower, declare the Loans (with accrued interest thereon) and all other
Obligations under this Agreement and the Notes to be due and payable forthwith,
whereupon (x) the same shall immediately become due and payable and (y) to the
extent any Letters of Credit are then outstanding, the Borrower shall make a
Cash Collateral Deposit in an amount equal to the aggregate Letter of Credit
Amount. In all cases, with the consent of the Majority Lenders, the Agent may
enforce any or all of the Liens and security interests and other rights and
remedies created pursuant to any Loan Document or available at law or in
equity. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived
by the Borrower.

SECTION 8. THE AGENT

8.1 Appointment. Each Lender hereby irrevocably designates and
appoints Union Bank of California, N.A., as Agent for such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes Union Bank of California, N.A., as the Agent for such Lender, to
take such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to the Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. Each Lender hereby appoints and authorizes each Co-Arranger and the

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Syndication Agent and Documentation Agent to act as its agent under and in
accordance with the terms of this Agreement. The obligations of the
Co-Arrangers and the Syndication Agent hereunder shall terminate upon
completion of the initial syndication of the Commitments. The Documentation
Agent shall have no obligations hereunder after the Closing Date.
Notwithstanding any provision to the contrary elsewhere in this Agreement, none
of the Agent, the Syndication Agent, the Documentation Agent or any Co-Arranger
(each, a "Facility Agent" and collectively the "Facility Agents") shall have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Facility
Agent.

8.2 Delegation of Duties. The Facility Agents may execute any of
their duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. No Facility Agent shall be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

8.3 Exculpatory Provisions. No Facility Agent, nor any of such
Facility Agent's officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Borrower,
any Subsidiary or any other Obligor or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by any Facility
Agent under or in connection with, this Agreement or any other Loan Document or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or the Notes or any other Loan Document or for
any failure of the Borrower, any Subsidiary or any other Obligor to perform its
obligations hereunder or thereunder. No Facility Agent shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower, any Subsidiary or any other Obligor.

8.4 Reliance by the Agent. The Facility Agents shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or

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teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), the Accountants and
independent accountants and other experts selected by the Facility Agents. The
Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Lenders, the Majority Revolving Loan Lenders or all Lenders, as it
deems appropriate, or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense (except those incurred solely
as a result of the Agent's gross negligence or willful misconduct) which may be
incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the Notes and the other Loan Documents in
accordance with a request of the Majority Lenders, the Majority Revolving Loan
Lenders or all Lenders, as may be required, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Notes.

8.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default hereunder unless the Agent
has received notice from a Lender or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a "notice of default".
In the event that the Agent receives such a notice, the Agent shall give notice
thereof to the Lenders. The Agent shall take such action with respect to such
Default as shall be reasonably directed by the Majority Lenders, the Majority
Revolving Loan Lenders, or all Lenders as appropriate; provided that unless and
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interests of the
Lenders or as the Agent shall believe necessary to protect the Lenders'
interests in the Collateral or the Guarantor Collateral.

8.6 Non-Reliance on the Agent and Other Lenders. Each Lender
expressly acknowledges that no Facility Agent, nor any of such Facility Agent's
officers, directors, partners, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by
any Facility Agent hereafter taken, including any review of the affairs of the
Borrower, any Subsidiary or any other Obligor, shall be deemed to constitute
any representation or warranty by

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such Facility Agent to any Lender. Each Lender represents to each Facility
Agent that it has, independently and without reliance upon such Facility Agent
or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Borrower, any Subsidiary and the other Obligors and
made its own decision to make its Loans, and participate in Letters of Credit,
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon any Facility Agent or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrower, its Subsidiaries and the other Obligors.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Agent hereunder, no Facility Agent shall have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower, any Subsidiary or
any other Obligor which may come into the possession of such Facility Agent or
any of its respective officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

8.7 Indemnification. The Lenders agree to indemnify each Facility
Agent in its capacity as such (to the extent not reimbursed by the Borrower,
its Subsidiaries or the other Obligors and without limiting the obligation of
such Persons to do so), ratably according to the respective amounts of their
Commitments, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs (including, without
limitation, the allocated cost of internal counsel), expenses or disbursements
of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Notes) be imposed on, incurred by or
asserted against such Facility Agent, in its capacity as a Facility Agent, but
not as a Lender hereunder, in any way relating to or arising out of this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Facility Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent they arise from the gross negligence or willful misconduct of the
party to be indemnified. The agreements in this Section shall

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survive the payment of the Notes and all other amounts payable hereunder and
the expiration of the Letters of Credit.

8.8 The Facility Agents in Their Individual Capacities. The Facility
Agents and their Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrower, any Subsidiary and
the other Obligors as though the Facility Agents were not the Facility Agents
hereunder and under the other Loan Documents. With respect to the Agent, the
Loans made or renewed and the Letters of Credit issued or participated in by
such Facility Agent, and any Note issued to such Facility Agent shall have the
same rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not a Facility Agent, and
the terms "Lender" and "Lenders" shall include each Agent in its individual
capacity.

8.9 Successor Agent. The Agent may resign as Agent upon 30 days'
notice to the Lenders. If the Agent shall resign as Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from
among the Lenders a successor agent for the Lenders, which successor agent (so
long as no Default has occurred and is continuing) shall be approved by the
Borrower (which consent shall not be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of the Agent and
the term "Agent" shall mean such successor agent, effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement or any holders of the Notes.
After any retiring Agent's resignation as Agent, the provisions of this Section
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents. Further,
if the Agent no longer has any Loans, Letter of Credit participations or
Commitments hereunder, the Agent shall immediately resign and shall be
replaced, and have the benefits, as set forth in this Section 8.9. In
addition, after the replacement of an Agent hereunder, the retiring Agent shall
remain a party hereto and shall continue to have all the rights and obligations
of an Agent under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional
Letters of Credit.

8.10 Collateral Documents. Anything contained in any of the Loan
Documents to the contrary notwithstanding, the Borrower, each Facility Agent
and each Lender hereby agree that (a) no Lender shall have any right
individually to realize upon any of the Collateral or Guarantor Collateral
under any Loan Document or to enforce any Guarantee, it being understood and
agreed that all powers, rights and remedies under the Collateral Documents and
Guarantor Collateral Documents and the Guarantees may be

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exercised solely by the Agent for the benefit of the Lenders in accordance with
the terms thereof, and (b) in the event of a foreclosure by the Agent on any of
the Collateral or Guarantor Collateral pursuant to a public or private sale,
the Agent or any Lender may be the purchaser of any or all of such Collateral
or Guarantor Collateral at any such sale and the Agent, as agent for and
representative of the Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless the Majority Lenders shall otherwise
agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral or Guarantor Collateral sold at any such public sale, to use and
apply any of the Obligations as a credit on account of the purchase price for
any such collateral payable by the Agent at such sale.

SECTION 9. MISCELLANEOUS

9.1 Amendments and Waivers. Except as otherwise expressly provided
in this Agreement, any provision of the Loan Documents may be modified or
supplemented only by an instrument in writing signed by the Borrower, the Agent
and the Majority Lenders, or by the Borrower and the Agent acting with the
consent of the Majority Lenders, and any provision of any Loan Document may be
waived by the Majority Lenders or by the Agent acting with the consent of the
Majority Lenders; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) (a) reduce the amount or extend the
maturity of any Note or any installment due thereon, or reduce the rate or
extend the time of payment of interest thereon, or reduce the amount or extend
the time of payment of any fee, indemnity or reimbursement payable to any
Lender hereunder, or change the amount of any Lender's Commitment, or amend,
modify or waive any provision of Section 2.4 or 2.5, in each case without the
written consent of the Lender affected thereby; or (b) amend, modify or waive
any provision of this Section 9.1 or reduce the percentage specified in or
otherwise modify the definition of Majority Lenders or Majority Revolving Loan
Lenders, or consent to the assignment or transfer by any Obligor of any of its
rights and obligations under this Agreement and the other Loan Documents
(except as permitted under Section 6.4); or (c) release any Obligor from any
liability under its respective Loan Documents; or (d) release any material
portion of the Collateral or any material portion of the Guarantor Collateral,
except for any Asset Disposition or release of Lien permitted by this Agreement
or any other Loan Document; or (e) amend, modify or waive, directly or
indirectly, any of the provisions of Section 2.1(h), 2.2(f) or 2.11; or (f)
amend, modify or waive any provision of this Agreement requiring the consent or
approval of all Lenders, in each case set forth in clauses (i)(b) through
(i)(f) above without the written consent of all the Lenders; or (ii) amend,
modify or waive any provision

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of Section 4.2 with respect to the making of a Revolving Loan, or reduce the
percentage specified in, or otherwise modify the definition of, Majority
Revolving Loan Lenders, without the written consent of the Majority Revolving
Loan Lenders; or (iii) amend, modify or waive any provision of Section 8
without the written consent of the Agent, Syndication Agent, Documentation
Agent or any Co-Arranger existing at such time, or any provision affecting the
rights and duties of the Agent as the issuer of Letters of Credit without the
consent of the then Agent. Any such waiver and any such amendment, supplement
or modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the other Obligors, the Lenders, the Agent, each other
Facility Agent and all future holders of the Notes. In the case of any waiver,
the Borrower, the other Obligors, the Lenders, and each other Facility Agent
shall be restored to their former position and rights hereunder and under the
outstanding Notes and any other Loan Documents, and any Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default, or impair any right consequent thereon.

9.2 Notices. All notices, requests and demands or other
communications to or upon the respective parties hereto to be effective shall
be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or 3 days after being deposited in the United States mail, certified and
postage prepaid and return receipt requested, or, in the case of telecopy
notice, when received, in each case addressed as follows in the case of the
Borrower and the Agent, and as set forth on the signature pages hereto, or in
the Assignment and Acceptance pursuant to which a Person becomes a party
hereto, in the case of the Lenders, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes:

<TABLE>
<S> <C>
The Borrower: Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701
Attention: Steven E. Seach
Telecopy: (512) 476-5204

The Agent: Union Bank of California, N.A
445 South Figueroa Street
Los Angeles, California 90071
Attention: Communications/Media Division
Telecopy: (213) 236-5747
</TABLE>

provided that any notice, request or demand to or upon the Agent or the Lenders
pursuant to Section 2.1, 2.2, 2.3, 2.4 or 2.6 shall not be effective until
received.

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9.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.

9.4 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the Notes.

9.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse the Agent and each Co-Arranger for all its reasonable costs and
out-of-pocket expenses (including travel and other expenses incurred by it or
its agents in connection with performing due diligence with regard hereto)
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including, without limitation, syndication efforts (whether
completed before or after the Closing Date) in connection with this Agreement
and the reasonable fees and disbursements of counsel to each Facility Agent,
(b) after the occurrence and during the continuance of a Default, to pay or
reimburse the Agent and each Lender for all its reasonable costs and
out-of-pocket expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes, the other Loan
Documents and any such other documents or in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or of any insolvency or bankruptcy proceeding,
including, without limitation, reasonable legal fees and disbursements of
counsel to the Agent and each Lender (including the allocated costs of internal
counsel to the Agent and the Lenders which costs are not in duplication of any
costs of outside counsel to the Agent and each Lender), (c) to pay, and
indemnify and hold harmless each Lender and each Facility Agent from any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or

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in respect of, this Agreement, the Notes, the other Loan Documents and any such
other documents and (d) to pay, and indemnify and hold harmless each Lender and
each Facility Agent and the officers, partners, directors, employees, agents
and affiliates of any Facility Agent or Lender (collectively "Indemnitees")
from and against, any and all Indemnified Liabilities, provided, that the
Borrower shall have no obligation hereunder to any Facility Agent or any Lender
with respect to Indemnified Liabilities arising from the gross negligence or
willful misconduct of any Facility Agent or any Lender . As used herein,
"Indemnified Liabilities" means, collectively, any and all liabilities,
obligations, losses, damages (including natural resource damages), penalties,
actions, judgments, suits, claims (including environmental claims), costs
(including the costs of any investigation, study, sampling, testing, abatement,
cleanup, removal, remediation or other response action necessary to remove,
remediate, clean up or abate any activities relating to Hazardous Materials),
expenses and disbursements of any kind or nature whatsoever (including the
reasonable fees and disbursements of counsel for Indemnitees in connection with
any investigative, administrative or judicial proceeding commenced or
threatened by any Person, whether or not any such Indemnitee shall be
designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and environmental laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of this Agreement or the other Loan Documents or the Acquisition
Agreement or the transactions contemplated hereby or thereby (including
Lenders' agreement to make the Loans hereunder or the use or intended use of
the proceeds thereof or the issuance of Letters of Credit hereunder or the use
or intended use of any thereof, or any enforcement of any of the Loan Documents
(including any sale of, collection from, or other realization upon any of the
Collateral or the Guarantor Collateral or the enforcement of the Guarantees)).
(To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this Section 9.5 may be unenforceable in whole or in part
because they are violative of any law or public policy, the Borrower shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.) The agreements in this Section shall
survive repayment of the Notes and all other amounts payable hereunder.

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9.6 Successors and Assigns; Participations; Purchasing Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of
the Borrower, the Lenders, the Agent, all future holders of the Notes and their
respective successors and assigns, except that the Borrower may not assign,
transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial banking
or finance business and in accordance with applicable law, at any time sell to
one or more banks or other entities ("Participants") participating interests in
any Loan owing to such Lender, any Letter of Credit participated in by such
Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents;
provided that the holder of any such participation, other than an Affiliate of
such Lender, shall not be entitled to require such Lender to take or omit to
take any action hereunder except action directly affecting the extension of the
maturity of any portion of the principal amount of a Loan or Commitment, the
expiration of a Letter of Credit or any portion of interest or fees related
thereto allocated to such participation or a reduction of the principal amount
or principal payment amount of or the rate of interest payable on the Loans or
any fees related thereto or reduction of the amount to be reimbursed under any
Letter of Credit, or a release of any Obligor or any substantial portion of the
Collateral or the Guarantor Collateral or any increase in participation
amounts. In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Note and the participant in any such Letter of Credit for
all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Loan Documents. The Borrower agrees that if amounts
outstanding under this Agreement and the Notes are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and any Note to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement or any Note,
provided that such Participant shall only be entitled to such right of setoff
if it shall have agreed in the agreement pursuant to which it shall have
acquired its participating interest to share with the Lenders the proceeds

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thereof as provided in Section 9.7. The Borrower also agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15
with respect to its participation in the Commitments and the Loans and the
Letters of Credit outstanding from time to time; provided, that no Participant
shall be entitled to receive any greater amount pursuant to such Sections than
the transferor Lender would have been entitled to receive in respect of the
amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred.

(c) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to any of its
Affiliates or to any Lender, any Affiliate thereof or to one or more additional
lenders or financial institutions, which additional lenders shall be subject to
the consent of the Borrower, such consent not to be unreasonably withheld and
not to be required if a Default has occurred and is continuing ("Purchasing
Lenders") all or any part of its rights and obligations under this Agreement,
the Notes and the other Loan Documents pursuant to an Assignment and Acceptance
executed by such Purchasing Lender and such transferor Lender and delivered to
the Agent for its acceptance and recording in the Register (as defined in (d)
below), provided, that (i) any such sale must result in the Purchasing Lender
having at least $5,000,000 in aggregate amount of obligations under this
Agreement, the Notes and the other Loan Documents and (ii) each such assignment
by a Lender of its Revolving Loans, Revolving Note, Revolving Commitment or its
participation in Letters of Credit shall be in such manner so that the same
portion of its Revolving Loans, Revolving Note, Revolving Commitment and its
participation in Letters of Credit is assigned to the respective assignee.
Upon such execution, delivery, acceptance and recording, from and after the
transfer effective date determined pursuant to such Assignment and Acceptance,
(x) the Purchasing Lender thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of
a Lender hereunder with a Commitment as set forth therein, and (y) the
transferor Lender thereunder shall, to the extent of such assigned portion and
as provided in such Assignment and Acceptance, be released from its obligations
under this Agreement and the other Loan Documents (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of a transferor
Lender's rights and obligations under this Agreement, such transferor Lender
shall cease to be a party hereto). Such Assignment and Acceptance shall be
deemed to amend this Agreement to the extent, and only to the extent, necessary
to reflect the addition of such Purchasing Lender and the resulting adjustment
of Commitment Percentages arising from the purchase by such Purchasing Lender
of all or a portion of the rights and obligations of such transferor Lender
under this Agreement, the Notes and the other Loan Documents. On or prior

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to the transfer effective date determined pursuant to such Assignment and
Acceptance, the Borrower, at its own expense, shall execute and deliver to the
Agent in exchange for the surrendered Note or Notes a new Note or Notes to the
order of such Purchasing Lender in an amount equal to the Commitments assumed
by it pursuant to such Assignment and Acceptance, and if the transferor Lender
has retained a Commitment hereunder, new Notes to the order of the transferor
Lender in an amount equal to the Commitments retained by it hereunder. Such
new Notes shall be dated the Closing Date and shall otherwise be in the form of
the Notes replaced thereby. The Notes surrendered by the transferor Lender
shall be returned by the Agent to the Borrower marked "canceled."

(d) The Agent shall maintain at its address referred to in Section
9.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amount of the Loans owing to, and, if
applicable, the Letters of Credit participated in by, each Lender from time to
time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as the owner of the Loans and the
participant in the Letters of Credit, if applicable, recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed in
accordance with the terms hereof, together with payment to the Agent by the
Purchasing Lender (except in the case of a Lender assigning to its Affiliate
and assignments made by Goldman Sachs Credit Partners L.P. during the first 90
days following the Closing Date) of a registration and processing fee of
$2,500, the Agent shall (i) promptly accept such Assignment and Acceptance and
(ii) on the effective date determined pursuant thereto record the information
contained therein in the Register.

(f) At the request of any Lender that is not a U.S. Person and is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, the
Borrower shall cause the Agent to maintain a register (the "Tax Register") on
which it enters the name of such Lender as the registered owner of each
Registered Loan held by such Lender. A Registered Loan (and the Registered
Note, if any, evidencing the same) may be assigned or otherwise transferred in
whole or in part by registration of such assignment or transfer on the Tax
Register (and each Registered Note shall expressly so provide). Any assignment
or transfer of all or part of such Loan (and the Registered Note, if any,
evidencing the same) may be effected by registration of such assignment or
transfer on the Tax Register, together with the surrender of the Registered
Note,

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<PAGE> 107
if any, evidencing the same duly endorsed by (or accompanied by a written
instrument of assignment or transfer duly executed by) the holder of such
Registered Note, whereupon, at the request of the designated assignee(s) or
transferee(s), one or more new Registered Notes in the same aggregate principal
amount shall be issued to the designated assignee(s) or transferee(s). Prior
to the registration of assignment or transfer of any Registered Loan (and the
Registered Note, if any, evidencing the same), the Borrower and the Agent shall
treat the Person in whose name such Loan (and the Registered Note, if any,
evidencing the same) is registered as the owner thereof for the purpose of
receiving all payments thereon and for all other purposes, notwithstanding
notice to the contrary. The Tax Register shall be available for inspection by
the Borrower and any Lender that is a Registered Holder at any reasonable time
upon reasonable prior notice.

(g) The Borrower authorizes each Lender to disclose to any
Participant or Purchasing Lender (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning the Borrower, its Subsidiaries, CCI, and their Affiliates which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or any other Loan Document or which has been delivered to such Lender
by or on behalf of the Borrower in connection with such Lender's credit
evaluation of the Borrower, its Subsidiaries, CCI, and their Affiliates prior
to becoming a party to this Agreement.

(h) Nothing herein shall prohibit any Lender from pledging or
assigning any of its rights under its Notes, or, if applicable, its
participation in any Letter of Credit, to any Federal Reserve Bank in
accordance with applicable law.

9.7 Adjustments; Set-Off.

(a) If any Lender (a "benefitted Lender") shall at any time receive
any payment of all or part of its Loans, its participations in Letters of
Credit, or interest thereon, or fees, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 7(g), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans, its participations in
Letters of Credit, or interest thereon, or fees, such benefitted Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, participations in Letters of Credit, or fees, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter

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<PAGE> 108
recovered from such benefitted Lender, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but
without interest. The Borrower agrees that each Lender so purchasing a portion
of another Lender's Loan or its participations in Letters of Credit may
exercise all rights of payment (including, without limitation, rights of
set-off) with respect to such portion as fully as if such Lender were the
direct holder of such portion.

(b) In addition to any rights and remedies of the Lenders provided
by law, with the prior consent of the Majority Lenders, each Lender shall have
the right, exercisable upon the occurrence and during the continuance of an
Event of Default and acceleration of the Obligations pursuant to Section 7,
without prior notice to the Borrower, any such notice being expressly waived by
the Borrower to the extent permitted by applicable law, to set-off and
appropriate and apply against any such Obligations any and all deposits
(general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at
any time held or owing by such Lender or any branch or agency thereof or bank
controlling such Lender to or for the credit or the account of the Borrower.
Each Lender agrees promptly to notify the Borrower after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

9.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument. Delivery by telecopier of an executed counterpart of a
signature page to this Agreement shall be effective as delivery of an
originally executed counterpart of this Agreement.

9.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

9.10 Integration. This Agreement represents the entire agreement of
the Borrower, the Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Agent or any Lender relative to the subject matter hereof not expressly
set forth or referred to herein or in the other Loan Documents.

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<PAGE> 109
9.11 GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

9.12 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the Notes and the other Loan Documents;

(b) no Facility Agent, and no Lender has any fiduciary relationship
to the Borrower solely by virtue of any of the Loan Documents, and the
relationship pursuant to the Loan Documents between the Facility Agents and the
Lenders, on one hand, and the Borrower on the other hand, is solely that of
creditor and debtor; and

9.13 Headings. Section headings herein are included for convenience
of reference only and shall not constitute a part of this Agreement for any
other purpose.

9.14 Copies of Certificates, Etc. Whenever the Borrower is required
to deliver notices, certificates, opinions, statements or other information
hereunder to the Agent for delivery to any Lender, it shall do so in such
number of copies as the Agent shall reasonably specify.

9.15 Treatment of Certain Information; Confidentiality.

(a) The Borrower acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrower or one or more of its Subsidiaries (in connection with this
Agreement or otherwise) by any Lender, or by one or more Subsidiaries or
affiliates of such Lender and the Borrower hereby authorizes each Lender to
share any information delivered to such Lender by the Borrower and its
Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Lender to enter into this Agreement, to any such Subsidiary or affiliate,
it being understood that any such Subsidiary or affiliate receiving such
information shall be bound by the provisions of clause (b) below as if it were
a Lender hereunder. Such authorization shall survive the repayment of the

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Loans, the expiration of the Letters of Credit and the termination of the
Commitments.

(b) Each Lender and the Agent agrees (on behalf of itself and each
of its affiliates, directors, officers, employees and representatives) to use
reasonable precautions to keep confidential, in accordance with their customary
procedures for handling confidential information of the same nature and in
accordance with safe and sound banking practices, any non-public information
supplied to it by the Borrower pursuant to this Agreement that is identified by
the Borrower as being confidential at the time the same is delivered to the
Lenders or the Agent, provided that nothing herein shall limit the disclosure
of any such information (i) to the extent required by statute, rule, regulation
or judicial process, (ii) to counsel for any of the Lenders or the Agent, (iii)
to bank examiners or other regulatory authorities, auditors or accountants,
(iv) to the Agent or any other Lender, (v) in connection with any litigation to
which any one or more of the Lenders or the Agent is a party, (vi) to a
subsidiary or affiliate of such Lender as provided in clause (a) above or (vii)
to any assignee or participant (or prospective assignee or participant), and
provided further that in no event shall any Lender or the Agent be obligated or
required to return any materials furnished by the Borrower.

9.16 Consent to Jurisdiction. The Borrower, to the extent permitted
by applicable law, hereby irrevocably submits to the non-exclusive general
jurisdiction of the courts of the State of California, the courts of the United
States of America for the Central District of California and appellate courts
from any thereof in any legal action or proceeding arising out of or relating
to this agreement or any other Loan Document, and the borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such California or federal court. The Borrower
hereby irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum for the maintenance of such action or
proceeding and any objection to venue of such action or proceeding. Nothing in
this Section shall affect the right of the Agent to serve legal process in any
manner permitted by law or affect the right of the Agent to bring any action or
proceeding against the Borrower or its property in the courts of any other
jurisdictions.

9.17 WAIVER OF JURY TRIAL. THE BORROWER, EACH FACILITY AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM
THEREIN.

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<PAGE> 111
9.18 Interest Rates.

(a) It is the intention of the parties hereto that the Loans made
hereunder shall conform strictly to applicable usury laws. Accordingly, none
of the terms and provisions contained in this Agreement or any of the other
Loan Documents shall ever be construed to create a contract to pay interest to
the Lenders for the use, forbearance or detention of money at a rate in excess
of the highest lawful rate applicable (the "Maximum Lawful Rate"), and that,
for purposes of this Section 9.16, "interest" shall include the aggregate of
all charges or other consideration which constitute interest under applicable
laws (whether or not denominated as interest) and are contracted for, taken,
reserved, charged or received under any of this Agreement or the other Loan
Documents or otherwise in connection with the transactions contemplated by this
Agreement and the other Loan Documents. If as a result of prepayment,
acceleration of maturity or otherwise, the effective rate of interest which
would otherwise be payable to any Lender under this Agreement or any other Loan
Document would exceed the Maximum Lawful Rate for the period during which the
principal amount of any Loan was outstanding, or if any Lender shall receive
moneys or other consideration that are deemed to constitute interest that would
increase the effective rate of interest payable by the Borrower to such Lender
under this Agreement or any other Loan Document to a rate in excess of the
Maximum Lawful Rate for the period during which the principal amount of any
Loan was outstanding, then (i) the amount of interest that would otherwise be
payable by the Borrower to such Lender under this Agreement and the other Loan
Documents shall be reduced to the Maximum Lawful Rate, and (ii) any interest
paid by the Borrower to such Lender in excess of the Maximum Lawful Rate shall
be credited by such Lender as an optional prepayment of the Loans (to be
applied to the principal of the Loans of such Lender in the order specified in
Section 2.5(f), provided that such amount shall not be applied to reduce such
Lender's Revolving Loan Commitment, if any) and, thereafter, shall be returned
to the Borrower. All calculations of the rate or amount of interest contracted
for, taken, reserved, charged or received by any Lender under any of this
Agreement and the other Loan Documents that are made for the purpose of
determining whether such rate or amount exceeds the Maximum Lawful Rate shall
be made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading during the full stated term of all of the Loans owed
to such Lender.

(b) If at any time and from time to time (i) the amount of interest
payable to any Lender on any date would otherwise exceed the Maximum Lawful
Rate, the amount of interest payable to such Lender shall be limited to the
Maximum Lawful Rate pursuant to paragraph (a) above and (ii) in respect of any
subsequent interest computation period, the amount of interest otherwise
payable to such Lender would be less than the amount of interest

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payable to such Lender computed at the Maximum Lawful Rate, then the amount of
interest payable in respect of such subsequent computation period shall be
computed at the Maximum Lawful Rate until the earlier to occur of (x) the date
upon which the total amount of interest payable to such Lender shall equal the
total amount of interest that would have been payable to such Lender if the
total amount of interest had been computed without giving effect to paragraph
(a) above, or (y) payment in full of all Loans held by such Lender.

(c) Without limiting the application of Section 9.16 hereof, insofar
as the provisions of Article 5069-10.001 et seq., Title 79 of the Revised
Civil Statutes of Texas, 1925, as amended, are deemed applicable to the
determination of the Maximum Lawful Rate with respect to any of the Loans, the
indicated rate ceiling computed from time to time pursuant to Section (a) of
such Article shall apply to such Loans; provided that to the extent permitted
by such Article, any Lender may from time to time by notice to the Borrower
revise the election of such interest rate ceiling as such ceiling affects the
then current or future balances of the Loans and other obligations held by such
Lender.

(d) Without limiting the application of Section 9.16, the provisions
of Chapter 342, Chapter 343 and Chapter 346 of the Texas Finance Code, as
amended shall not apply to this Agreement, the other Loan Documents or the
transactions contemplated hereby.

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<PAGE> 113
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

BORROWER

CLASSIC CABLE, INC.

By: /s/ J. MERRITT BELISLE
-----------------------------
Name: J. Merritt Belisle
---------------------------
Title: Chief Executive Officer
--------------------------

AGENT

UNION BANK OF CALIFORNIA, N.A.,
as Agent

By: /s/ PETER C. CONNOY
-----------------------------
Name: Peter C. Connoy
---------------------------
Title: Assistant Vice President
--------------------------

LENDERS

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Lender

By: /s/ JOHN URBAN
-----------------------------
Name: John Urban
---------------------------
Title: Authorized Signatory
--------------------------

Address for Notices

c/o GOLDMAN, SACHS & CO.
85 Broad Street - 14th Floor
New York, New York 10004
Attention: Josef H. Norflus
Telephone: (212) 902-0428
Facsimile: (212) 357-4451

<PAGE> 114
with a copy to:

c/o GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
Attention: Kathy King
Telephone: 212-902-4425
Facsimile: 212-902-3757

Approved Lending Offices

Applicable Lending Office for Base
Rate Loans:

85 Broad Street - 14th Floor
New York, New York 10004

Applicable Lending Office for LIBOR
Loans:

85 Broad Street - 14th Floor
New York, New York 10004

UNION BANK OF CALIFORNIA, N.A.,
as a Lender

By: /s/ PETER C. CONNOY
-----------------------------
Name: Peter C. Connoy
---------------------------
Title: Assistant Vice President
--------------------------

Address for Notices

445 South Figueroa Street
Los Angeles, California 90071
Attention: William D. Gooch
Telephone: (213) 236-6908
Facsimile: (213) 236-5747

<PAGE> 115

Approved Lending Offices

Applicable Lending Office for Base
Rate Loans:
445 South Figueroa Street
Los Angeles, California 90071

Applicable Lending Office for LIBOR
Loans:
445 South Figueroa Street
Los Angeles, California 90071

Applicable Lending Office for
Participations in Letters of Credit:
445 South Figueroa Street
Los Angeles, California 90071

<PAGE> 116
SCHEDULE 2.1

COMMITMENTS

<TABLE>
<CAPTION>
Term Loan Revolving Loan
Lender Commitment Commitment
------ ----------- ---- ----------
<S> <C> <C>
Goldman Sachs Credit Partners
L.P. $62,500,000 $0

Union Bank of California, N.A. $12,500,000 $50,000,000
</TABLE>

<PAGE> 1
EXHIBIT 10.4

ASSET PURCHASE AGREEMENT

DATED MAY 14, 1998

BETWEEN

CABLE ONE, INC.

AND

BLACK CREEK COMMUNICATIONS, INC.

<PAGE> 2

TABLE OF CONTENTS
<TABLE>

<S> <C> <C>
ARTICLE 1 CERTAIN DEFINITIONS........................................ 1

ARTICLE 2 PURCHASE AND SALE.......................................... 6
Section 2.1 Covenant of Purchase and Sale; Assets...................... 6
Section 2.2 Excluded Assets............................................ 7
Section 2.3 Assumed and Retained Obligations and Liabilities........... 9
Section 2.4 Purchase Price............................................. 10
Section 2.5 Current Items Amount....................................... 10
Section 2.6 Calculation of Current Items Amount........................ 11

ARTICLE 3 RELATED MATTERS............................................ 12
Section 3.1 HSR Act Compliance......................................... 12
Section 3.2 Noncompetition Agreement................................... 13
Section 3.3 Bulk Sales................................................. 13
Section 3.4 Use of Names and Logos..................................... 13
Section 3.5 Transfer Taxes and Filing Fees............................. 13
Section 3.6 Allocation of Purchase Price............................... 13

ARTICLE 4 BUYER'S REPRESENTATIONS AND WARRANTIES..................... 14
Section 4.1 Organization of Buyer...................................... 14
Section 4.2 Authority.................................................. 14
Section 4.3 No Conflict; Consents...................................... 14
Section 4.4 Litigation................................................. 14
Section 4.5 Finders and Brokers........................................ 15
Section 4.6 Taxpayer Identification Number............................. 15
Section 4.7 Financing.................................................. 15
Section 4.8 Qualification.............................................. 15
Section 4.9 Buyer's Investigation...................................... 15

ARTICLE 5 SELLER'S REPRESENTATIONS AND WARRANTIES.................... 15
Section 5.1 Organization and Qualification of Seller................... 15
Section 5.2 Authority.................................................. 16
Section 5.3 No Conflict; Consents...................................... 16
Section 5.4 Title to Assets; Sufficiency............................... 16
Section 5.5 Franchises, Licenses, and Contracts........................ 16
Section 5.6 Employee Benefits.......................................... 17
Section 5.7 Employees.................................................. 17
Section 5.8 Litigation................................................. 18
Section 5.9 Tax Returns; Other Reports................................. 18
Section 5.10 Compliance with Legal Requirements......................... 18
Section 5.11 System Information......................................... 19
</TABLE>

-i-

<PAGE> 3

<TABLE>

<S> <C> <C>
Section 5.12 Environmental Matters......................................................................... 20
Section 5.13 Financial and Operational Information......................................................... 21
Section 5.14 No Adverse Change............................................................................. 22
Section 5.15 Finders and Brokers........................................................................... 22
Section 5.16 Taxpayer Identification Number................................................................ 22
Section 5.17 Intangibles................................................................................... 22
Section 5.18 Accounts Receivable........................................................................... 22
Section 5.19 Bonds; Letters of Credit; Certificates of Insurance........................................... 22
Section 5.20 Rights in Assets.............................................................................. 22
Section 5.21 Books and Records............................................................................. 22
Section 5.22 Subscriber Count.............................................................................. 23

ARTICLE 6 COVENANTS..................................................................................... 23
Section 6.1 Affirmative Covenants......................................................................... 23
Section 6.2 FCC Approval.................................................................................. 24
Section 6.3 Employee Matters.............................................................................. 24
Section 6.4 Certain Negative Covenants of Seller.......................................................... 25
Section 6.5 Title Insurance............................................................................... 26
Section 6.6 Confidentiality............................................................................... 26
Section 6.7 Supplements to Schedules...................................................................... 26
Section 6.8 Notification of Certain Matters............................................................... 28
Section 6.9 Commercially Reasonable Efforts............................................................... 28
Section 6.10 Subscriber Billing Services................................................................... 28
Section 6.11 Closing Date Financial Statements............................................................. 28
Section 6.12 Leased Vehicles; Other Capital Leases......................................................... 28
Section 6.13 Duty of Good Faith and Fair Dealing........................................................... 29
Section 6.14 Franchise Renewals............................................................................ 29

ARTICLE 7 CONDITIONS PRECEDENT.......................................................................... 29
Section 7.1 Conditions to Buyer's Obligations............................................................. 29
Section 7.2 Conditions to Seller's Obligations............................................................ 31

ARTICLE 8 CLOSING....................................................................................... 32
Section 8.1 Closing; Time and Place....................................................................... 32
Section 8.2 Seller's Obligations.......................................................................... 33
Section 8.3 Buyer's Obligations........................................................................... 34

ARTICLE 9 TERMINATION................................................................................... 36
Section 9.1 Termination Events............................................................................ 36
Section 9.2 Effect of Termination......................................................................... 36

ARTICLE 10 REMEDIES...................................................................................... 36
Section 10.1 Specific Performance; Remedies Cumulative..................................................... 36
Section 10.2 Attorneys' Fees............................................................................... 37
</TABLE>

-ii-

<PAGE> 4

<TABLE>

<S> <C> <C>
ARTICLE 11 INDEMNIFICATION.............................................................................. 37
Section 11.1 Indemnification by Seller.................................................................... 37
Section 11.2 Indemnification by Buyer..................................................................... 37
Section 11.3 Indemnified Third Party Claim................................................................ 38
Section 11.4 Determination of Indemnification Amounts and Related Matters................................. 39
Section 11.5 Time and Manner of Certain Claims............................................................ 39
Section 11.6 Other Indemnification........................................................................ 39

ARTICLE 12 RETAINED FRANCHISES.......................................................................... 40
Section 12.1 Retained Franchises.......................................................................... 40

ARTICLE 13 MISCELLANEOUS................................................................................ 42
Section 13.1 Expenses..................................................................................... 42
Section 13.2 Brokerage.................................................................................... 42
Section 13.3 Waivers...................................................................................... 42
Section 13.4 Notices...................................................................................... 42
Section 13.5 Entire Agreement; Amendments................................................................. 44
Section 13.6 Binding Effect; Benefits..................................................................... 44
Section 13.7 Headings, Schedules, and Exhibits............................................................ 44
Section 13.8 Counterparts................................................................................. 44
Section 13.9 Publicity.................................................................................... 44
Section 13.10 Governing Law................................................................................ 45
Section 13.11 Third Parties; Joint Ventures................................................................ 45
Section 13.12 Construction................................................................................. 45
Section 13.13 Risk of Loss................................................................................. 45
Section 13.14 Late Payments................................................................................ 46
</TABLE>

-iv-

<PAGE> 5

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of May 14, 1998 by and between Cable One, Inc., a Delaware corporation
("Seller"), and Black Creek Communications, Inc., a Delaware corporation
("Buyer").

RECITALS

A. Seller owns and operates cable television systems which are
franchised or hold other operating authority in and around the communities
listed on Attachment A (the "Systems").

B. Seller is willing to convey to Buyer, and Buyer is willing to
purchase from Seller, all of the assets comprising the Systems other than the
Excluded Assets (as hereinafter defined), upon the terms and conditions set
forth in this Agreement.

AGREEMENTS

In consideration of the mutual covenants and promises set forth herein,
Buyer and Seller agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

As used in this Agreement, the following terms, whether in singular or
plural forms, shall have the following meanings:

"Agreement" means this Asset Purchase Agreement.

"Allocation" has the meaning given in Section 3.6.

"Antitrust Division" means the Antitrust Division of the United States
Department of Justice.

"Appraisal" has the meaning given in Section 3.6.

"Appraiser" has the meaning given in Section 3.6.

"Assets" has the meaning given in Section 2.1.

"Assumed Obligations and Liabilities" has the meaning given in Section
2.3.

"Basic Cable" means the lowest tier of service currently being
subscribed to by a subscriber of the Systems.

<PAGE> 6

"Basic Subscriber" shall mean the number derived as of any date for
each System, without duplication, equal to the aggregate of all of the following
which are receiving Basic Cable ("Basic Services") provided by the Systems: (a)
private residential customer accounts that are billed by individual unit at a
rate not less than the regular rate shown for Basic Cable on Schedule 5.11
(regardless of whether such accounts are in single family homes or in
individually billed units in apartment houses and other multi-unit buildings),
each of which shall be counted as one "Basic Subscriber"; and (b) all
commercial, bulk-billed and other accounts not billed by individual unit, such
as hotels, motels, apartment houses, condominiums, cooperatives or other
multi-family buildings, hospitals, prisons, and health centers, provided that
the number of "Basic Subscribers" serviced by each such account shall be deemed
to be an amount equal to the quotient of (x) the aggregate monthly Basic
Services revenue derived by that System from such accounts (excluding charges
for taxes, installation fees and other non-recurring items, and charges for
converter rental, remote control devices and other like charges for equipment);
provided that in no event shall such billings include more than a single month's
charges for any such single bulk and commercial account, in each case for the
last calendar month preceding the date of determination, divided by (y) the full
monthly price (without discount) for Basic Services (excluding charges for
taxes, installation fees and other non-recurring items, and charges for
converter rental, remote control devices and other like charges for equipment)
charged by that System to private residential customer accounts billed by
individual unit. Notwithstanding the foregoing, the term "Basic Subscriber"
shall not include (i) any commercial, residential or other subscriber, or any
billings to any of them, who is more than 60 days delinquent from the payment
due date on $5 dollars or more (excluding late fees), (ii) all subscribers and
all billings to any subscriber whose service is pending disconnection for any
reason, (iii) all subscribers and all billings to any subscribers who would be
pending disconnection under the Seller's disconnection policies but for the
Seller having written off or forgiven any past due amount (other than late fees)
in excess of $25.00 at any time within 30 days prior to the Closing Date, (iv)
all subscribers and all billings to any subscriber who has not paid at least one
full month's payment for Basic Services and all installation charges owed and
due, and (v) all subscribers and all billings to any subscriber who was
solicited within 60 days prior to the Closing Date to purchase such services by
any non-standard promotion or by offer of a discount other than those promotions
that are listed on Schedule 6.1.

"Bill of Sale" has the meaning given in Section 8.2(a).

"Cable Act" means Title VI of the Communications Act of 1934, as
amended, 47 U.S.C. ss.ss. 151 et. seq., and all other provisions of the Cable
Communications Policy Act of 1984, Pub. L. No. 98-549, and the Cable Television
Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, as such
statutes may be amended from time to time, and the rules and regulations
promulgated thereunder.

"CATV" means Community Antenna Television.

"CLI" means the Cumulative Leakage Index.

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"Closing" has the meaning given in Section 8.1.

"Closing Date" has the meaning given in Section 8.1

"Closing Time" means 11:59 p.m. Central time on the Closing Date.

"Code" shall mean the Internal Revenue Code of 1986, as amended and the
regulations thereunder, or any subsequent legislative enactment thereof, as in
effect from time to time.

"Communications Act" means the Communications Act of 1934, as amended.

"Contracts" has the meaning given in Section 2.1.

"Copyright Act" means the Copyright Act of 1976, as amended.

"Current Items Amount" has the meaning given in Section 2.5.

"Eligible Accounts Receivable" has the meaning given in Section 2.5.

"Employee Benefit Plan" means any pension, retirement, profit-sharing,
deferred compensation, vacation, severance, bonus, incentive, medical, vision,
dental, disability, life insurance or any other employee benefit plan as defined
in Section 3(3) of ERISA to which Seller contributes or which Seller sponsors or
maintains, or by which Seller is otherwise bound.

"ERISA" has the meaning given in Section 5.6.

"Excluded Assets" has the meaning given in Section 2.2.

"Expenses" has the meaning given in Section 2.5.

"FAA" means the Federal Aviation Administration.

"FCC" means the Federal Communications Commission.

"FTC" means the Federal Trade Commission.

"Final Adjustment Certificate" has the meaning given in Section 2.6.

"Franchise Renewals" has the meaning given in Section 7.1(p)

"Franchises" has the meaning given in Section 2.1.

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"Governmental Authority" means the United States of America, any state,
commonwealth, territory, or possession thereof, and any political subdivision or
quasi-governmental authority of any of the same.

"Hazardous Substances" has the meaning given in Section 5.12(d).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"Indemnitee" has the meaning given in Section 11.3.

"Indemnitor" has the meaning given in Section 11.3.

"Judgment" means any judgment, writ, order, injunction, award, or
decree of any court, judge, justice or magistrate, the FCC or any other
Governmental Authority.

"Leased Real Property" has the meaning given in Section 2.1.

"Legal Requirements" means applicable common law and any statute,
ordinance, code or other law, rule, regulation, or order enacted, adopted or
promulgated by any Governmental Authority, including, without limitation,
Judgments and the Franchises.

"Licenses" has the meaning given in Section 2.1.

"Lien" means any security agreement, financing statement filed with any
Governmental Authority, conditional sale or other title retention agreement, any
lease, consignment or bailment given for purposes of security, any lien,
security interest, mortgage, indenture, pledge, option, encumbrance, adverse
interest, constructive trust or other trust, claim, attachment, exception to or
defect in title or ownership interest (including but not limited to,
reservations, rights of entry, rights of first refusal, possibilities of
reverter, encroachments, easements, right of way, restrictive covenants, leases,
and licenses) of any kind, which otherwise constitutes an interest in or claim
against property or which affects marketability, whether arising pursuant to any
Legal Requirement, under any Contract or otherwise.

"Litigation" means any claim, action, suit, proceeding, arbitration,
investigation, hearing, or other similar activity or procedure that could result
in a Judgment.

"Losses" means any claims, losses, liabilities, damages, penalties,
costs, and expenses, including, without limitation, reasonable counsel fees and
costs and expenses incurred in the investigation, defense or settlement of any
claims covered by the indemnification, provided for in Article 11 hereof, but
shall in no event include incidental or consequential damages.

"Marcus Purchase Agreement" means the Asset Purchase Agreement, dated
March 30, 1998, between Seller and Marcus Cable Partners, L.P., and the
transactions contemplated thereby.

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"Noncompetition Agreement" has the meaning given in Section 3.3.

"Outside Closing Date" has the meaning given in Section 8.1.

"Owned Real Property" has the meaning given in Section 2.1.

"Pay TV" means premium programming services selected by and sold to
subscribers on a per-channel or per-program basis.

"Permitted Lien" means (i) liens for Taxes not yet due and payable or
being contested in good faith by appropriate proceedings; (ii) rights reserved
to any Governmental Authority to regulate the affected property; (iii) as to
leased Assets, interests of the lessors thereof and Liens affecting the
interests of the lessors thereof; (iv) inchoate materialmen's, mechanics',
workmen's, repairmen's or other like liens arising in the ordinary course of
business; (v) any Liens to be released at or prior to Closing as described on
Schedule 5.4; and (vi) as to any parcel of Owned Real Property or Leased Real
Property, any Liens that do not, in any material respect, individually or in the
aggregate, impair the use thereof as it is currently being used by Seller in the
ordinary course of the business or render title thereto unmerchantable or
uninsurable.

"Person" means any natural person, Governmental Authority, corporation,
general or limited partnership, joint venture, trust, association, limited
liability company, or unincorporated entity of any kind.

"Pole Attachment Agreements" means pole attachment authorizations and
agreements held by Seller that relate to a System and were granted by a public
utility, electric cooperative or similar utility, municipality or other
Governmental Authority.

"Prime Rate" has the meaning given in Section 13.14.

"Purchase Price" has the meaning given in Section 2.4.

"Qualified Intermediary" has the meaning given to it in the rules and
regulations promulgated pursuant to Section 1031 of the Code.

"Retained Employees" has the meaning given in Section 5.7(f).

"Retained Franchises" has the meaning given in Section 12.1(a).

"Retained Franchises Escrow Agreement" has the meaning given in Section
12.1.(d).

"Retained Franchises Services Agreement" has the meaning given in
Section 12.1(e).

"Retained Franchises Transfer Agreement" has the meaning given in
Section 12.1(e).

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"Systems" has the meaning given in Recital A.

"Taxes" means all levies and assessments imposed by any Governmental
Authority, including but not limited to income, sales, use, ad valorem, value
added, franchise, severance, net or gross proceeds, withholding, payroll,
employment, excise or property taxes, and interest, penalties and other
government charges with respect thereto.

"Tier Cable" means the cable television services, other than Basic
Cable, described on Schedule 5.11.

ARTICLE 2
PURCHASE AND SALE

SECTION 2.1 COVENANT OF PURCHASE AND SALE; ASSETS. Subject to the terms
and conditions set forth in this Agreement, at Closing Seller shall sell,
convey, assign, and transfer to Buyer, and Buyer shall acquire from Seller, for
the Purchase Price, free and clear of all Liens (except for Permitted Liens),
all right, title and interest of Seller in all of the assets, properties, real
and personal, tangible and intangible, used, owned or leased by Seller in the
operation of the Systems, or in which Seller acquires any right, title or
interest, in any instance primarily with respect to the Systems, on or before
the Closing Time as the same shall exist on the Closing Date (the "Assets"),
including, without limitation, the following:

(a) Tangible Personal Property. All tangible personal property
of the Systems, including but not limited to towers, tower equipment,
antennae, above-ground and underground cable, distribution systems,
headend equipment, headend amplifiers, line amplifiers, feeder line
cable, distribution plant, programming signal decoders for each
satellite service which scrambles its signal, housedrops, including
disconnected housedrops, remote controls and other subscriber devices,
utility poles (if owned by Seller), local origination equipment,
vehicles and trailers, microwave equipment, converters, testing
equipment, office equipment, furniture, fixtures, supplies, inventory,
and other physical assets, including but not limited to the items
described on Schedule 2.1(a).

(b) Real Property. All interests in the Systems' real
property, including all improvements thereon owned by Seller, described
on Schedule 2.1(b), owned by Seller ("Owned Real Property") or leased
by Seller ("Leased Real Property").

(c) Franchises. All of the existing governmental
authorizations for construction, maintenance and operation of the
Systems (individually a "Franchise" and collectively the "Franchises")
presently held by Seller, as listed on Schedule 2.1(c).

(d) Licenses. The intangible CATV channel distribution rights,
cable television relay service (CARS), business radio and other
licenses, authorizations,

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or permits issued by the FCC or any other Governmental Authority
(excluding those listed on Schedule 2.1(c)) used in the operations of
the Systems and that are in effect as of the date hereof or entered or
obtained in the ordinary course of business between the date hereof and
the Closing Date, including, without limitation, the licenses,
authorizations and permits described on Schedule 2.1(d) (the
"Licenses").

(e) Contracts. The leases, private easements or rights of
access, contractual rights to easements, Pole Attachment Agreements or
joint line agreements, underground conduit agreements, crossing
agreements, bulk and commercial service agreements, must carry
elections, retransmission consent agreements and other contracts,
agreements or understandings relating to the Systems in effect as of
the date hereof or entered or obtained in the ordinary course of
business between the date hereof and the Closing Date (other than
Excluded Assets), including, without limitation, the leases,
agreements, and other contractual rights described on Schedule 2.1(e)
(the "Contracts") but expressly excluding any leases, agreements, and
other contractual rights described on Schedule 2.2.

(f) Accounts Receivable. All subscriber, trade and other
accounts receivable relating to the Systems.

(g) Books and Records. All engineering records, files, data,
drawings, blueprints, schematics, reports, lists, plans and processes
relating and maintained at the Systems, and all files of
correspondence, lists, records, and reports concerning subscribers and
prospective subscribers of the Systems, signal and program carriage,
and dealings with Governmental Authorities, including but not limited
to all reports filed by or on behalf of Seller with the FCC with
respect to the Systems, all correspondence between Seller and
Governmental Authorities relating to any of the Systems, and statements
of account filed by or on behalf of Seller with the U.S. Copyright
Office with respect to the Systems.

SECTION 2.2 EXCLUDED ASSETS. Notwithstanding the provisions of Section
2.1, the Assets shall not include the following, which shall be retained by
Seller (the "Excluded Assets"): (i) programming agreements (including cable
guide agreements) (other than those listed on Schedule 2.1(e), if any); (ii)
insurance policies and rights and claims thereunder; (iii) bonds, letters of
credit, surety instruments, and other similar items; (iv) cash and cash equiva-
lents; (v) any agreement, right, asset or property owned or leased by Seller
that is not primarily used in connection with its operation of the Systems; (vi)
all subscriber deposits and advance payments held by Seller as of the Closing
Time in connection with the operation of the Systems; (vii) all claims, rights,
and interest in and to any refunds of taxes or fees of any nature, or other
claims against third parties, relating to the operation of the Systems prior to
the Closing Time; (viii) the account books of original entry, general ledgers
and financial records used in connection with the Systems, provided, however,
that Seller shall provide to Buyer access, in connection with litigation,
administrative proceedings, payment of taxes, or any other valid business reason
to any

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of such books and records as may be in Seller's possession for a reasonable
period, not to exceed seven (7) years from the Closing Date, from time to time
upon reasonable notice from Buyer to Seller; (ix) subject to the provisions of
Section 3.4, Seller's trademarks, trade names, service marks, service names,
logos, and similar proprietary rights; and (x) the retransmission consent
agreements, must carry elections, and any other items described on Schedule 2.2.

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SECTION 2.3 ASSUMED AND RETAINED OBLIGATIONS AND LIABILITIES.

(a) Assumed Obligations and Liabilities. At Closing or
thereafter when due, Buyer shall assume, pay, discharge, and perform
the following (the "Assumed Obligations and Liabilities"): (i) those
obligations and liabilities arising from events or circumstances
occurring after the Closing Time under or with respect to the
Franchises, Licenses, Owned Real Property, Leased Real Property and
Contracts; (ii) other obligations and liabilities of Seller to the
extent that there shall be an adjustment in favor of Buyer with respect
thereto pursuant to Section 2.5; and (iii) all obligations and
liabilities attributable to events or circumstances occurring after the
Closing Time and arising out of Buyer's ownership of the Assets or
operation of the Systems after Closing.

(b) Retained Obligations and Liabilities. All obligations and
liabilities arising out of or relating to the Assets or the Systems and
all other liabilities and obligations of Seller, other than the Assumed
Obligations and Liabilities, shall remain and be the obligations and
liabilities solely of Seller (collectively, the "Retained Obligations
and Liabilities"). Without limiting the generality of the foregoing,
Retained Obligations and Liabilities shall include the following:

(i) all obligations and liabilities arising out of or
relating to the Litigation and Judgments disclosed on Schedule
5.8 and any other Litigation arising out of facts,
circumstances or conditions existing or occurring before the
Closing Time, regardless of whether known or unknown, asserted
or unasserted, as of the Closing Time;

(ii) all obligations and liabilities, unless
specifically assumed by the Buyer, arising from events or
circumstances occurring before the Closing Time with respect
to the Franchises, Licenses, Contracts, Owned Real Property
and Leased Real Property, and any such obligations or
liabilities that arise after the Closing Time to the extent
that such obligations and liabilities relate to facts,
circumstances or conditions existing or occurring before the
Closing Time;

(iii) all obligations and liabilities for adjustments
of revenues from the Systems and for any rate refunds,
rollback, credit, penalty and/or interest payment required by
the FCC or local franchising authority relating to the rates
charged to customers of the Systems during and for any period
prior to the Closing Time;

(iv) any liability under any claim relating to the
period ending as of the Closing Time that is or, but for the
consummation

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of the transactions contemplated hereby, would have been
covered under any insurance policy of Seller, and all
liability associated with workmen's compensation claims that
relate to the period prior to the Closing Time, whether or not
reported or due or payable as of the Closing Time; and

(v) all obligations and liabilities with respect to
the Excluded Assets.

SECTION 2.4 PURCHASE PRICE. The aggregate consideration for the Assets
to be paid by Buyer pursuant to this Agreement shall consist of (i) $41,900,000
(the "Purchase Price"), subject to adjustment as provided in Section 2.5 and, if
necessary Section 12.1(c), which shall be payable to Seller (or, upon Seller's
written instructions, to the Qualified Intermediary designated by Seller) at
Closing by wire transfer of immediately available funds, and (ii) the assumption
by Buyer of the Assumed Obligations and Liabilities.

SECTION 2.5 CURRENT ITEMS AMOUNT. In addition to the payment by Buyer
of the Purchase Price, Buyer or Seller, as appropriate, shall pay to the other
the net amount of the adjustments and prorations effected pursuant to paragraphs
2.5(a), (b), and (c) (the "Current Items Amount").

(a) Eligible Accounts Receivable. Seller shall be entitled to
an amount equal to the face amount of all Eligible Accounts Receivable
that are not more than sixty (60) days (two billing cycles) past due as
of the Closing Time; provided, however, that neither any finance charge
nor any amount of $8.00 or less which amount otherwise would be
compromised or written off in the ordinary course of Seller's business,
consistent with past practice, shall cause such accounts receivable to
be considered more than two monthly billing cycles past due. "Eligible
Accounts Receivable" shall mean accounts receivable resulting from
Seller's provision of cable television service, advertising or other
services, leasing or rentals prior to the Closing Time relating to the
Systems. For purposes of making "past due" calculations under this
section, the monthly billing statements of Seller shall be deemed to be
due and payable on the first day of the period during which the service
to which such billing statements relate is provided.

(b) Advance Payments and Deposits. Buyer shall be entitled to
an amount equal to the aggregate of (i) all deposits of subscribers of
the Systems, and all interest, if any, required to be paid thereon as
of the Closing Time, for converters, decoders, remote control devices,
and similar items, and (ii) all payments for services to be rendered by
Buyer to subscribers of the Systems after the Closing Time, or for
other services to be rendered by Buyer to other third parties after the
Closing Time for cable television service, cable television
commercials, channel leasing, or other services or rentals, to the
extent all obligations of Seller relating thereto are assumed by Buyer
at Closing.

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<PAGE> 15

(c) Expenses. As of the Closing Time, expenses of a recurring
nature that are incurred to benefit the Systems and are incurred in the
ordinary course of business (the "Expenses"), including those set forth
below, shall be prorated, in accordance with generally accepted
accounting principles, so that all such Expenses for periods prior to
the Closing Time shall be for the account of Seller, and all such
Expenses for periods after the Closing Time shall be for the account of
Buyer:

(i) all Expenses under the Franchises, the Licenses,
and the Contracts;

(ii) Taxes levied or assessed against any of the
Assets or payable with respect to cable television service and
related sales to the Systems' subscribers; expenses for
utilities, municipal assessments, rents and service charges,
and other goods or services furnished to the Systems;

(iii) copyright fees based on signal carriage by the
Systems; and

(iv) all other items of Expense relating to the
Systems;

provided, however, that Seller and Buyer shall not prorate any items of
Expense payable under or with respect to any Excluded Asset, all of
which shall remain and be solely for the account of Seller, and
provided further that there shall be no adjustment or proration for
capital expenditures made by Seller.

SECTION 2.6 CALCULATION OF CURRENT ITEMS AMOUNT. Initial and final
adjustments to the Purchase Price will be determined as follows:

(a) At least three business days prior to the Closing, Seller
will deliver to Buyer a report (the "Initial Adjustments Report"),
certified by an executive officer of Seller as being a materially
complete and accurate estimate, showing in reasonable detail the
initial determination of the adjustments referred to in Section 2.5,
which are calculated as of the Closing Date (or as of any other date
agreed by the parties) and any documents reasonably necessary to
substantiate the adjustments proposed in the Initial Adjustments
Report. The Initial Adjustments Report will include a schedule setting
forth the components of the Current Items Amount (showing sums due and
their respective aging as of the Closing Date). Seller also will
furnish to Buyer its billing report for the business for the most
current period as of the Closing Date.

(b) Within 60 days after the Closing, Seller will deliver to
Buyer a report (the "Final Adjustments Report"), similarly certified by
Seller, showing in reasonable detail the final determination of all
adjustments which were not

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<PAGE> 16

calculated as of the Closing Date and containing any corrections to the
Initial Adjustments Report, together with any documents reasonably
necessary to substantiate the adjustments proposed in the Final
Adjustments Report. Buyer will provide Seller with reasonable access to
all records which Buyer has in its possession and which are necessary
for Seller to prepare the Final Adjustments Reports.

(c) Within 30 days after receipt of the Final Adjustments
Report, Buyer will give Seller written notice of Buyer's objection, if
any, to the Final Adjustments Report. If Buyer makes any such
objections, the parties will agree on the amount, if any, which is not
in dispute within 30 days after Seller's receipt of Buyer's notice of
objections to the Final Adjustments Report. Any undisputed amount will
serve as an adjustment to the Purchase Price. The adjustment of the
Purchase Price (but excluding any amounts disputed), will be paid by
Buyer to Seller, or paid by Seller to Buyer, whichever the case may be,
within 125 days after the Closing Date or within five business days
after agreement on the undisputed portion of the Final Adjustments
Report, if later. Any disputed amounts will be determined within 120
days after the Closing Date by the accounting firm of Ernst & Young,
whose determination will be conclusive. Seller and Buyer will bear the
fees and expenses payable to such firm in connection with such
determination in reverse proportion to the manner in which the disputed
amounts are allocated by such firm. The payment required after
determination of all disputed amounts will be made by the paying party
to the receiving party by wire transfer of immediately available funds
within five business days after the final determination.

ARTICLE 3
RELATED MATTERS

SECTION 3.1 HSR ACT COMPLIANCE. As soon as practicable after the
execution of this Agreement, but in any event no later than 45 days after such
execution, Buyer and Seller will complete and file, or cause to be completed and
filed, any notification and report required to be filed under the HSR Act and
such filing shall request early termination of the waiting period imposed by the
HSR Act. The parties shall use their commercially reasonable efforts to respond
as promptly as reasonably practicable to any inquiries received from the FTC and
the Antitrust Division for additional information or documentation and to
respond as promptly as reasonably practicable to all inquiries and requests
received from any other Governmental Authority in connection with antitrust
matters. The parties shall use their respective commercially reasonable efforts
to overcome any objections which may be raised by the FTC, the Antitrust
Division or any other Governmental Authority having jurisdiction over antitrust
matters. Each party will cooperate to prevent inconsistencies between their
respective filings and will furnish to each other such necessary information and
reasonable assistance as the other may reasonably request in connection with its
preparation of necessary filings or submissions under the HSR Act.
Notwithstanding the foregoing, no party shall be required to make any
significant change in the

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operations or activities of the business (or any material assets employed
therein) of such party or any of its affiliates, if a party determines in good
faith that such change would be materially adverse to the operations or
activities of the business (or any material assets employed therein) of such
party or any of its affiliates having significant assets, net worth or revenue.
Notwithstanding anything to the contrary in this Agreement, if either party
determines in its reasonable business judgment that a request for additional
information in connection with the HSR Act is unduly burdensome, either party
may terminate this Agreement by notifying the other party.

SECTION 3.2 NONCOMPETITION AGREEMENT. At the Closing, Seller shall
execute and deliver to Buyer a five-year noncompetition agreement in the form of
Exhibit 3.2.

SECTION 3.3 BULK SALES. Buyer and Seller each waives compliance by the
other with bulk sales Legal Requirements applicable to the transactions
contemplated hereby.

SECTION 3.4 USE OF NAMES AND LOGOS. For a period of not more than 60
days after Closing, Buyer shall be entitled to use the trademarks, trade names,
service marks, service names, logos, and similar proprietary rights of Seller to
the extent incorporated in or on the Assets, provided that Buyer shall use its
best efforts to remove all such names, marks, logos, and similar proprietary
rights from the Assets as soon as reasonably practicable following Closing.

SECTION 3.5 TRANSFER TAXES AND FILING FEES. Seller and Buyer shall each
pay one-half of (a) all real estate transfer taxes and real estate transfer
recording fees, if any, in connection with the transfer of Leased Real Property
or Owned Real Property, (b) all filing and application fees paid to Governmental
Authorities in connection with the transactions described in this letter, and
(c) all sales and transfer Taxes, if any, in connection with the transactions
contemplated hereunder. Each party shall indemnify and hold the other party
harmless from and against all Losses arising from Taxes for which it is liable
hereunder.

SECTION 3.6 ALLOCATION OF PURCHASE PRICE. Seller and Buyer will use
their best efforts to agree that the value of the Assets shall be as set forth
in an appraisal ("Appraisal") prepared by Bond & Pecaro, Inc. ("Appraiser") for
the purpose of Seller reporting the transaction contemplated by this Agreement
as part of a deferred like-kind exchange pursuant to Section 1031 of the Code.
The Appraiser shall perform the Appraisal prior to the Closing Date so that
Seller and Buyer may review the Appraisal and attempt to agree, prior to
Closing, upon the allocation ("Allocation") of the Purchase Price and the
Assumed Obligations and Liabilities to the individual assets or classes of
assets (within the meaning of Section 1031 and 1060 of the Code). The fees and
expenses of the Appraiser shall be shared equally by Seller and Buyer. Provided
that Seller and Buyer are able to agree that the value of the Assets is as set
forth in the Appraisal, Seller and Buyer, for purposes of Sections 1031 and 1060
of the Code, will (i) report the transactions contemplated by this Agreement in
accordance with the Appraisal and the Allocation; (ii) not take any position
inconsistent with the Appraisal or the Allocation; and (iii) file all returns
and reports with respect to the transaction contemplated by this Agreement,
including all federal, state and local returns, on a basis consistent with the
Appraisal and the Allocation. If, after good-faith efforts, Buyer and Seller are
unable to agree within 60 days after Closing that the Appraisal and the
Allocation

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correctly set forth the value of the Assets, then each party will be free to
report its own position to the Internal Revenue Service and other taxing
Governmental Authority. Seller and Buyer will promptly give to the other notice
of any disallowance or challenge of asset values by the Internal Revenue Service
or any taxing Governmental Authority.

ARTICLE 4
BUYER'S REPRESENTATIONS AND WARRANTIES

Buyer covenants, represents and warrants to Seller, as of the date of
this Agreement and as of Closing, as follows:

SECTION 4.1 ORGANIZATION OF BUYER. Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware, and has all requisite corporate power and authority to own and lease
the properties and assets it currently owns and leases and to conduct its
activities as such activities are currently conducted. Buyer is duly qualified
to do business as a foreign corporation and is in good standing in all of the
jurisdictions where the Systems are located.

SECTION 4.2 AUTHORITY. Buyer has all requisite corporate power and
authority to execute, deliver, and perform this Agreement and consummate the
transactions contemplated hereby. The execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated hereby by
Buyer have been duly and validly authorized by all necessary corporate action on
the part of Buyer. This Agreement has been duly and validly executed and
delivered by Buyer, and is the valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, except as may be limited
by applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally or the availability of equitable remedies.

SECTION 4.3 NO CONFLICT; CONSENTS. Except as will not have a material
adverse effect on the ability of Buyer to perform its obligations hereunder, and
subject to compliance with the HSR Act, the execution, delivery, and performance
by Buyer of this Agreement do not and will not: (i) conflict with or violate any
provision of the articles of incorporation or bylaws of Buyer; (ii) violate any
provision of any Legal Requirement; (iii) conflict with, violate, result in a
breach of, or constitute a default under any contract, agreement, or
understanding to which Buyer is a party or by which Buyer or the assets or
properties owned or leased by it are bound or affected; or (iv) require any
consent, approval, or authorization of, or filing of any certificate, notice,
application, report, or other document with, any Governmental Authority or other
Person.

SECTION 4.4 LITIGATION. Except for any Litigation as may affect the
cable television industry (national or regional) generally, there is no
Litigation pending, or to Buyer's knowledge, threatened, by or against or
affecting or relating to Buyer or any of its affiliates in any court or before
any Governmental Authority or any arbitrator, which, if adversely determined,
would

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restrain or materially hinder or delay the consummation of the transactions
contemplated by this Agreement or cause any of such transactions to be
rescinded.

SECTION 4.5 FINDERS AND BROKERS. Buyer has not employed any financial
advisor, broker or finder or incurred any liability for any financial advisory,
brokerage, finder's or similar fee or commission in connection with the
transactions contemplated by this Agreement for which Seller will in any way
have any liability.

SECTION 4.6 TAXPAYER IDENTIFICATION NUMBER. Buyer's U.S. Taxpayer
Identification Number is as set forth in the introductory paragraph of this
Agreement.

SECTION 4.7 FINANCING. Buyer will have by the Closing Date adequate
financing to enable it to fulfill its obligations under this Agreement.

SECTION 4.8 QUALIFICATION. Buyer has no reason to believe that it would
not qualify as a transferee of the Franchises, Licenses and Contracts to be
assigned to it pursuant to this Agreement. Should Buyer become aware of any
facts that would cause Buyer not to so qualify, it will promptly notify Seller
in writing thereof and use its best efforts to prevent any such
disqualification.

SECTION 4.9 BUYER'S INVESTIGATION. Buyer hereby acknowledges that it
has conducted an investigation of the Systems, which investigation included
evaluation of the condition and performance of the physical plant and review of
the books, records and agreements of the Systems. Buyer acknowledges that Seller
makes no warranty, express or implied, as to the condition of the Assets except
as expressly set forth in this Agreement. Buyer has not relied upon, and Seller
shall not be liable for or bound in any manner by, any express or implied verbal
or written information, warranties, guarantees, promises, statements,
inducements, representations or opinions pertaining to the Systems or the
Assets, except as may be contained in this Agreement and certificates delivered
hereunder.

ARTICLE 5
SELLER'S REPRESENTATIONS AND WARRANTIES

Seller covenants, represents and warrants to Buyer, as of the date of
this Agreement and as of Closing, as follows:

SECTION 5.1 ORGANIZATION AND QUALIFICATION OF SELLER. Seller is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware, and has all requisite corporate power and
authority to own and lease the properties and assets it currently owns and
leases and to conduct its activities as such activities are currently conducted.
Seller is duly qualified to do business as a foreign corporation and is in good
standing in all of the jurisdictions where the Systems are located.

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SECTION 5.2 AUTHORITY. Seller has all requisite corporate power and
authority to execute, deliver, and perform this Agreement and consummate the
transactions contemplated hereby. The execution, delivery, and performance of
this Agreement and the consummation of the transactions contemplated hereby on
the part of Seller have been duly and validly authorized by all necessary action
on the part of Seller. This Agreement has been duly and validly executed and
delivered by Seller, and constitutes the legal, valid and binding obligations of
Seller, enforceable against Seller in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.

SECTION 5.3 NO CONFLICT; CONSENTS. Except as described on Schedule 5.3
and subject to compliance with the HSR Act, the execution, delivery, and
performance by Seller of this Agreement do not and will not: (i) conflict with
or violate any provision of the articles of incorporation or bylaws of Seller;
(ii) violate any provision of any Legal Requirement; (iii) conflict with,
violate, result in a breach of, or constitute a default under any contract,
agreement or understanding to which Seller is a party or by which Seller or the
Assets are bound or affected; (iv) require any consent, approval or
authorization of, or filing of any certificate, notice, application, report, or
other document with, any Governmental Authority or other Person; or (v) result
in the creation or imposition of any Lien (other than a Permitted Lien) against
or upon any of the Assets; provided that, with respect to (ii), (iii), (iv) and
(v) of this Section 5.3, such prohibition shall not apply to a conflict,
violation, breach, default, consent, filing or imposition of any Lien that would
not materially impair the ability of Seller to perform hereunder or that would
not have a material adverse effect on the financial condition or the business
operations of the Systems considered as a whole.

SECTION 5.4 TITLE TO ASSETS; SUFFICIENCY. Seller has good and
marketable title to (or in the case of Assets that are leased, valid leasehold
interests in) and possession of all of the Assets, free and clear of all Liens,
except for (a) Permitted Liens, and (b) Liens described on Schedule 5.4, all of
which will be terminated, released or, in the case of rights of first refusal
listed on Schedule 5.20, waived, as appropriate, at or prior to the Closing
Date. The tangible Assets, taken as a whole, are in good operating condition and
repair, ordinary wear and tear excepted, and will permit the Systems to operate
in accordance with the material terms of the Franchises, the Licenses and the
Contracts. Except for the Excluded Assets, the Assets constitute all property
and rights, real and personal, tangible and intangible, necessary or required to
operate the Systems as currently operated and conduct the business of the
Systems as currently conducted.

SECTION 5.5 FRANCHISES, LICENSES, AND CONTRACTS. Seller has delivered
to Buyer true and complete copies of each of the Franchises, Licenses, and
Contracts and all amendments, assignments and consents thereto. The Franchises
contain all of the commitments and obligations of Seller to the applicable
Governmental Authority granting such Franchises with respect to the
construction, ownership and operation of the Systems. Except for the Licenses
and Contracts included in the Excluded Assets, Seller is not bound or affected
by any other material contract, agreement or understanding which relates to the
Systems. To Seller's knowledge, and except as described on Schedule 5.5, each of
the Franchises, Licenses and material Contracts is in full force and effect and
is valid, binding and enforceable in accordance with its terms. Except as
described

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on Schedule 5.5, there has not occurred any material default by Seller nor, to
Seller's knowledge, by any other Person under any of the Franchises, Licenses or
material Contracts.

SECTION 5.6 EMPLOYEE BENEFITS. Neither Seller nor any Employee Benefit
Plan (as defined in the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) maintained by Seller is in violation of the provisions of
ERISA; no reportable event, within the meaning of Sections 4043(c)(1), (2), (3),
(5), (6), (7), (10) or (13) of ERISA, has occurred and is continuing with
respect to any such Employee Benefit Plan; and no prohibited transaction, within
the meaning of Title I of ERISA, has occurred with respect to any such Employee
Benefit Plan. Buyer is not required under ERISA, the Code or any collective
bargaining agreement to establish, maintain or continue any Employee Benefit
Plan maintained by Seller or any affiliate of Seller.

SECTION 5.7 EMPLOYEES.

(a) Except as set forth on Schedule 5.7, there are no
collective bargaining agreements applicable to any person employed by
Seller that renders services in connection with the Systems, and Seller
has no duty to bargain with any labor organization with respect to any
such persons. There are not pending any unfair labor practice charges
against Seller, nor is there any demand for recognition, or any other
request or demand from a labor organization for representative status
with respect to any person employed by Seller that renders services in
connection with the Systems.

(b) Seller is in substantial compliance with all applicable
Legal Requirements respecting employment conditions and practices, has
withheld all amounts required by any applicable Legal Requirements or
Contracts to be withheld from the wages or salaries of its employees,
and is not liable for any arrears of wages or any Taxes or penalties
for failure to comply with any of the foregoing.

(c) Seller has not engaged in any unfair labor practice within
the meaning of the National Labor Relations Act and has not violated
any Legal Requirement prohibiting discrimination on the basis of race,
color, national origin, sex, religion, age, marital status, or handicap
in its employment conditions or practices. Except as set forth on
Schedule 5.7, there are no pending or, to Seller's knowledge,
threatened unfair labor practice charges or discrimination complaints
relating to race, color, national origin, sex, religion, age, marital
status, or handicap against Seller before any Governmental Authority
nor, to Seller's knowledge, does any basis therefor exist.

(d) There are no existing or, to Seller's knowledge,
threatened labor strikes, disputes, grievances or other labor
controversies affecting the Systems. There are no pending or, to
Seller's knowledge, threatened representation questions

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respecting Seller's employees. There are no pending or, to Seller's
knowledge, threatened arbitration proceedings under any Contract. To
Seller's knowledge, there exists no basis for any of the above.

(e) Except as set forth on Schedule 5.7, Seller is not a party
to any employment agreement, written or oral, relating to employees of
the Systems which cannot be terminated at will by Seller.

(f) Schedule 5.7 sets forth a true and complete list of the
names, titles and rates of compensation of all of the employees of the
Systems, and identifies with an asterisk any employees of the Systems
that Seller desires to retain after Closing ("Retained Employees").

SECTION 5.8 LITIGATION. Except as set forth on Schedule 5.8, there is
no Litigation or Judgment pending or, to Seller's knowledge, threatened against
Seller and, to Seller's knowledge, no facts or circumstances exist which could
reasonably be expected to give rise to any such Litigation or Judgment, which
will have a materially adverse affect on the financial condition or business
operations of the Systems, or which seeks or could result in the modification,
revocation, termination, suspension, or other limitation of any of the
Franchises, Licenses or material Contracts.

SECTION 5.9 TAX RETURNS; OTHER REPORTS. Seller has timely filed all
federal, state and local tax returns and other tax reports relating to the
Systems that are required to be filed on or prior to the date hereof, and has
timely paid all Taxes shown thereon to be due and payable. Except as set forth
on Schedule 5.9, Seller has received no notice of deficiency or assessment of
proposed deficiency or assessment from any taxing Governmental Authority
pertaining to the Systems. All Taxes with respect to Seller, the Assets, or the
business or operation of the Systems that are due and payable have been timely
paid by Seller.

SECTION 5.10 COMPLIANCE WITH LEGAL REQUIREMENTS.

(a) Except as set forth in on Schedule 5.10, Seller has
substantially complied and is in substantial compliance with all Legal
Requirements applicable to it or to the Systems, including but not
limited to the Communications Act, the Cable Act, the Copyright Act,
the Occupational Safety and Health Act, and rules and regulations
promulgated thereunder. Except as set forth on Schedule 5.10, Seller
has not received notice from the FCC of any violation of its rules and
regulations insofar as they apply to the Systems.

(b) Seller has submitted to the FCC all filings, including,
without limitation, cable television registration statements, current
annual reports and aeronautical frequency usage notices, that are
required under the rules and regulations of the FCC. Seller is, with
respect to the Systems, certified as in compliance with the FCC's equal
opportunity rules. The Systems are in substantial

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compliance with signal leakage criteria prescribed by the FCC, and the
must-carry and retransmission consent provisions of the Cable Act and
the FCC rules and regulations promulgated thereunder.

(c) Seller has deposited with the U.S. Copyright Office all
statements of account and other documents and instruments, and paid all
royalties, supplemental royalties, fees and other sums to the U.S.
Copyright Office under the Copyright Act with respect to the business
and operations of the Systems as are required to obtain, hold and
maintain the compulsory license for cable television systems prescribed
in the Copyright Act. The Systems are in substantial compliance with
the Copyright Act and the rules and regulations of the U.S. Copyright
Office promulgated thereunder, except as to potential copyright
liability arising from the performance, exhibition or carriage of any
music on the Systems. Except as set forth on Schedule 5.10 or as may
affect the cable television industry generally, to the knowledge of
Seller, there is no inquiry, claim, action or demand pending before the
U.S. Copyright Office or from any other party that questions the
copyright filings or payments made by Seller with respect to any of the
Systems.

(d) All necessary FAA and FCC approvals have been obtained
with respect to the height and location of towers used in connection
with the operation of the Systems and are listed on Schedule 5.10 and
such towers are being operated in compliance in all material respects
with applicable FAA and FCC rules.

(e) A request for renewal has been timely filed pursuant to
Section 626(a) of the Cable Act with the proper Governmental Authority
with respect to any Franchise that expires within 36 months after the
date of this Agreement.

(f) Except as set forth on Schedule 5.10, as of the date of
this Agreement (i) to Seller's knowledge, the rates charged by Seller
to subscribers of the Systems for the "cable programming services tier"
(as such term is defined in the FCC's rate regulations) offered by the
Systems are in compliance with FCC rules and orders, (ii) to Seller's
knowledge, there are no rate complaints pending at the FCC with respect
to the Systems, and (iii) no local franchising authority is presently
regulating the "basic tier" rates being charged to subscribers of the
Systems nor has Seller received from any local franchising authority a
copy of any FCC Form 328 filed by such local franchising authority with
the FCC requesting rate regulation certification with respect to the
Systems.

SECTION 5.11 SYSTEM INFORMATION. Schedule 5.11 sets forth a materially
true and accurate description of the following information as of the dates set
forth in such schedule:

(i) the approximate number of miles of plant that will be
included in the Assets;

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(ii) the number of subscribers of each of the Systems as
reflected in Seller's billing reports;

(iii) a description of basic and optional or tier services
available from the Systems and the rates charged by Seller for each and
the number of subscribers receiving each optional or tier service;

(iv) the stations and signals carried by the Systems and the
channel position of each such signal and station;

(v) the MHz capacity of the Systems;

(vi) the channel capacity of the Systems; and

(vii) the disconnection policies of the Systems.

SECTION 5.12 ENVIRONMENTAL MATTERS.

(a) To Seller's knowledge, none of the Owned Real Property or
Leased Real Property is listed on the National Priorities Lists or the
Comprehensive Environmental Response, Compensation, Liability
Information System ("CERCLIS"), or is or has been the subject of any
"Superfund" evaluation or investigation, or any other investigation or
proceeding of any Governmental Authority evaluating whether any
remedial action is necessary to respond to any release of Hazardous
Substances on or in connection with the Owned Real Property or the
Leased Real Property.

(b) To Seller's knowledge, except as described on Schedule
5.12, (i) no surface impoundments or underground storage tanks are or
have been located in or on the Owned Real Property or Leased Real
Property, (ii) no parcel of the Real Property has been used at any time
as a gasoline service station or any other facility for storing,
pumping, dispensing or producing gasoline or any other petroleum
products or wastes, and (iii) no building or other structure on any
parcel of the Real Property contains asbestos. To Seller's knowledge,
there are no incinerators, septic tanks or cesspools on any parcel of
the Real Property, and all waste is discharged into a public sanitary
sewer system.

(c) To Seller's knowledge, Seller is in substantial compliance
with, and holds all permits, licenses and authorizations required
under, all Legal Requirements with respect to pollution or protection
of the environment, including Legal Requirements relating to actual or
threatened emissions, discharges, or releases of Hazardous Substances
into the ambient air, surface water, ground water, land, or otherwise
relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Substances,

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insofar as they relate to the Owned Real Property or the Leased Real
Property. Seller has received no notice of, and to Seller's knowledge
there are no circumstances relating to, any past or present condition,
circumstance, activity, practice or incident (including without
limitation, the presence, use, generation, manufacture, disposal,
release or threat to release of any Hazardous Substances from or on the
Owned Real Property or Leased Real Property), that could interfere
with, prevent continued compliance with, or result in any material
Losses pursuant to, any Legal Requirement with respect to pollution or
protection of the environment, or that is reasonably likely to give
rise to any liability, based upon or related to the processing,
distribution, use, treatment, storage, disposal, transport, or
handling, or the emission, discharge, release, or threatened release
into the environment, of any Hazardous Substance on, from or
attributable to the Owned Real Property or Leased Real Property.

(d) "Hazardous Substances" has the meaning given in the
Comprehensive Environmental Response, Compensation and Liability Act of
1980 (42 U.S.C.A. ss.ss. 9601 et seq. ("CERCLA"), as amended, and rules
and regulations promulgated thereunder.

(e) Seller has provided Buyer with complete copies of (i) all
studies, reports, surveys or other materials either in Seller's
possession or known to Seller and to which Seller has access relating
to the presence or alleged presence of Hazardous Substances at, on or
affecting any parcel of Owned Real Property or Leased Real Property,
(ii) all notices or other materials either in Seller's possession or
known to Seller and to which Seller has access that were received from
any Governmental Authority having the power to administer or enforce
any Environmental Laws relating to current or past ownership, use or
operation of the Real Property or activities at any parcel of Owned
Real Property or Leased Real Property and (iii) all materials either in
Seller's possession or known to Seller and to which Seller has access
relating to any claim, allegation or action by any private third party
under any environmental law.

SECTION 5.13 FINANCIAL AND OPERATIONAL INFORMATION. Seller has
delivered to Buyer an unaudited balance sheet for each of the Systems as of
December 31, 1997 and unaudited statements of profit and loss for each of the
Systems for the twelve-month period then ended (the "System Financial
Statements"). The Systems' Financial Statements have been prepared in the
ordinary course of business, are based on the books and records of the Systems,
were prepared in accordance with generally accepted accounting principles
(except for the omission of notes thereto and subject to normal year-end
adjustments which will not be material in amount or effect), applied on a
consistent basis throughout the periods covered thereby, and present fairly, in
all material respects, the financial condition and results of operations of the
Systems as of the dates and for the periods indicated.

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SECTION 5.14 NO ADVERSE CHANGE. Since December 31, 1997, (i) there has
been no material adverse change in the financial condition or the business
operations of the Systems; (ii) the Systems have not been materially and
adversely affected as a result of any fire, explosion, accident, casualty, labor
trouble, flood, drought, riot, storm, condemnation, or act of God or public
force or otherwise; and (iii) Seller has not made any sale, assignment, lease or
other transfer of any of Seller's properties other than in the normal and usual
course of business.

SECTION 5.15 FINDERS AND BROKERS. Except for HPC Puckett & Company,
Seller has not employed any financial advisor, broker or finder or incurred any
liability for any financial advisory, brokerage, finder's or similar fee or
commission in connection with the transactions contemplated by this Agreement
for which Buyer will in any way have any liability.

SECTION 5.16 TAXPAYER IDENTIFICATION NUMBER. Seller's U.S. Taxpayer
Identification Number is as set forth in the introductory paragraph of this
Agreement.

SECTION 5.17 INTANGIBLES. Seller neither uses nor holds any copyrights,
trademarks, trade names, service marks, service names, logos, licenses, permits
or other similar intangible property rights and interests in the operations of
the Systems that do not incorporate the name "Cable One, Inc.," "Post-Newsweek
Cable," "Cablecom," or variations thereof. In the operation of the Systems,
Seller is not aware that it is infringing upon or otherwise acting adversely to
any such intangible property rights and interests owned by any other Person or
Persons, and there is no claim or action pending, or to Seller's knowledge
threatened, with respect thereto.

SECTION 5.18 ACCOUNTS RECEIVABLE. The accounts receivable relating to
the Systems are actual and bona fide receivables representing obligations for
the total dollar amount thereof shown on the books of Seller which resulted from
the regular course of Seller's business, and are fully collectible in accordance
with their terms, subject to no offset or reduction of any nature except for a
reserve for uncollectible accounts consistent with the reserve established by
Seller in its most recent balance sheet delivered to Buyer in accordance with
Section 5.13.

SECTION 5.19 BONDS; LETTERS OF CREDIT; CERTIFICATES OF INSURANCE.
Except as set forth on Schedule 5.19, there are no franchise, construction,
fidelity, performance, or other bonds or letters of credit posted, or
certificates of insurance issued, by Seller in connection with the Systems or
the Assets.

SECTION 5.20 RIGHTS IN ASSETS. Except as set forth in Schedule 5.20, no
person (including any Governmental Authority) has any right to acquire an
interest in the Systems or any material Asset (including any right of first
refusal or similar right), other than rights of condemnation or eminent domain
afforded by law (none of which have been exercised and no proceedings therefor
have been commenced).

SECTION 5.21 BOOKS AND RECORDS. All of the books, records, and accounts
of the business are in all material respects true and complete, are maintained
in accordance with good business practice and all applicable Legal Requirements,
accurately present and reflect in all

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material respects all of the transactions therein described, and are reflected
accurately in the System Financial Statements.

SECTION 5.22 SUBSCRIBER COUNT. The Systems are currently serving 29,273
Basic Subscribers.

ARTICLE 6
COVENANTS

SECTION 6.1 AFFIRMATIVE COVENANTS. Except as Buyer may otherwise
consent in writing, such consent not to be unreasonably withheld, between the
date of this Agreement and Closing Seller shall:

(a) (i) operate the Systems substantially in the ordinary and
usual course of business and in accordance with past practices,
including disconnection policies; (ii) maintain the tangible Assets in
good condition and repair, ordinary wear and tear excepted; (iii)
perform all of its obligations under all of the Franchises, Licenses
and Contracts without material breach or default; (iv) operate the
Systems in substantial compliance with applicable Legal Requirements;
and (v) in each case, unless Buyer otherwise requests in writing, use
its commercially reasonable efforts to (A) preserve the current
business organization of its Systems intact, including preserving
existing relationships with Persons having business with the Systems,
(B) keep available the services of its employees providing services in
connection with the Systems, (C) continue normal marketing,
advertising, and promotional expenditures and practices as described on
Schedule 6.1 with respect to the Systems, and (D) maintain inventories
of equipment and supplies at historic levels;

(b) give to Buyer and its counsel, accountants, and other
representatives, access upon reasonable prior notice during normal
business hours to the Systems, the Owned Real Property and Leased Real
Property, the Assets and Seller's books and records relating to the
Systems, provided, however, that such access shall not disrupt the
normal business operations of the Systems and Buyer will use
commercially reasonable efforts to limit the number of access requests.

(c) as soon as practicable after the date of this Agreement,
and at its expense, make all filings, and exercise commercially
reasonable efforts to obtain in writing as promptly as practicable all
approvals, authorizations and consents described on Schedule 5.3 and
waivers of rights of first refusal described on Schedule 5.20, and
deliver to Buyer copies thereof promptly upon receiving them; provided
that "commercially reasonable efforts" for this purpose shall not
require Seller to undertake extraordinary or unreasonable measures to
obtain such approvals and consents, including, without limitation, the
initiation or prosecution

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of legal proceedings or the payment of fees in excess of normal and
usual filing and processing fees; provided, further, that the costs and
expenses associated with the performance after the Closing Date of
obligations which are required by a third party as a condition of
granting its consent or approval and which obligations are accepted by
Buyer shall be borne solely by Buyer. In the event that Buyer's
cooperation is required to obtain such consents, Buyer shall be
responsible for its own out-of-pocket costs in connection therewith;

(d) promptly deliver to Buyer copies of quarterly financial
statements for the Systems and other reports with respect to the
operation of the Systems regularly prepared by Seller from the date
hereof until Closing;

(e) promptly inform Buyer in writing of any material adverse
change in the financial condition or business operations of the
Systems;

(f) continue to carry and maintain in full force and effect
its existing casualty and liability insurance through and including the
Closing Date;

(g) maintain its books, records and accounts with respect to
the Assets and the operation of the Systems in the usual, regular and
ordinary manner on a basis consistent with past practices; and

(h) duly and timely file a valid notice of renewal under
Section 626 of the Cable Act with the appropriate Governmental
Authority with respect to any Franchise that will expire within
thirty-six (36) months after any date between the date of this
Agreement and the Closing Date.

SECTION 6.2 FCC APPROVAL. Promptly after the execution of this
Agreement, Seller shall make application to the FCC for the consent and approval
of the FCC to the transfer of the ownership and operation of any FCC Licenses of
the Systems from Seller to Buyer.

SECTION 6.3 EMPLOYEE MATTERS.

(a) Seller shall terminate all of its employees (except for
the Retained Employees) who are employed with respect to the Systems
immediately prior to Closing. Seller shall be responsible for and shall
cause to be discharged and satisfied in full all amounts owed to any
employee of Seller who is employed with respect to the Systems through
the Closing Time, including wages, salaries, accrued vacation, any
employment, incentive, compensation or bonus agreements, any deferred
compensation plans, or other benefits or payments on account of
termination, and shall indemnify and hold Buyer harmless from any
Losses thereunder.

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(b) Buyer intends to offer employment to all of the employees
(except for the Retained Employees) of Seller who perform services with
respect to the operation of the Systems as of the Closing Date
provided, however, that nothing herein shall be deemed to create an
employment agreement with any employee or to guarantee any employee a
job for any period of time, all such employees being "at will." Not
later than 30 days prior to the Closing Date, Buyer shall notify those
employees (other than Retained Employees) whom Buyer intends to hire on
the Closing Date; the form and manner of such notification shall be
reasonably satisfactory to, and approved in advanced by, Seller and
shall specify the terms of employment, including compensation and all
benefits relating thereto. Notwithstanding Section 6.3(a), Buyer shall
recognize the term of service with Seller of any former employee of
Seller hired by Buyer in determining such employee's eligibility and
vesting for purposes of participating in Buyer's employee benefit
plans. Buyer also shall permit any former employee of Seller hired by
Buyer to participate in Buyer's group medical plan without imposing any
preexisting condition limitations or waiting periods so long as such
employee was covered by Seller's health plan immediately prior to the
Closing.

(c) Notwithstanding anything to the contrary herein, from and
after the date of this Agreement and for a period of 24 months after
the Closing Date, Buyer shall not employ, or offer to employ, any
Retained Employee, unless such Person's employment by Seller has
terminated or Seller otherwise consents in writing to the making of
such offer.

SECTION 6.4 CERTAIN NEGATIVE COVENANTS OF SELLER. Between the date
hereof and Closing, Seller shall not solicit or participate in negotiations with
any third party with respect to the sale of the Assets or the Systems or any
transaction inconsistent with those contemplated hereby. Additionally, except as
Buyer may otherwise consent in writing (such consent not to be unreasonably
withheld), or as contemplated by this Agreement, between the date of this
Agreement and Closing Seller shall not (a) modify, terminate, renew, suspend, or
abrogate any Franchise, License or material Contract other than in the ordinary
course of business, (b) sell, assign, lease or otherwise dispose of any of the
Assets, unless such Assets are consumed or disposed of in the ordinary course of
business or disposed of in conjunction with the acquisition of replacement
property or are no longer used or useful in the business or operation of the
Systems, (c) create, assume, or permit to exist any Lien (except for Permitted
Liens) upon any Asset, (d) change customer rates for any tier of service or
charges for remotes or installations, or implement any re-tiering or repackaging
of cable television programming offered by the Systems, or change billing,
collection, installation, disconnect, marketing or promotional practices, other
than those changes described in Schedule 6.4, (e) seek amendments or
modifications to existing Franchises or Contracts or accept or agree to accede
to any material modification or amendment to, or any condition to the transfer
of, any of the Franchises, Contracts or Owned Real Property that will adversely
affect Buyer, (f) agree with any Governmental Authority to extend or to toll the
time limits applicable to such Governmental Authority's consideration of the FCC
Form 394, or (g) enter into any transaction or permit the taking of any action
that would result in any of

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Seller's representations and warranties contained in this Agreement not being
materially true and correct when made or at Closing; provided, however, that
with respect to clause (a) above, all such modified, renewed or new Licenses or
Contracts shall not involve either aggregate liabilities exceeding $10,000, or
any material non-monetary obligation.

SECTION 6.5 TITLE INSURANCE. Seller shall provide copies to Buyer of
any existing policies of title insurance on parcels of Owned Real Property and
Leased Real Property. Seller will reasonably cooperate with Buyer if Buyer
elects to obtain title insurance policies and boundary surveys indicating for
each surveyed parcel (i) access from public rights-of-way, (ii) all
improvements, and (iii) encroachments across the parcel's boundary lines by such
improvements or improvements by owners of adjacent parcels, for parcels of Owned
Real Property or Leased Real Property, it being understood that Buyer shall have
the sole responsibility for obtaining and paying for such policies. The
obtaining of title insurance shall not be a condition to the obligations of
Buyer to consummate the transactions contemplated hereunder.

SECTION 6.6 CONFIDENTIALITY. Any non-public information that either
party ("Recipient Party") may obtain from the other ("Disclosing Party") in
connection with this Agreement with respect to Disclosing Party or the Systems
shall be confidential and, unless and until Closing shall occur, Recipient Party
shall not disclose any such information to any third party (other than its
directors, officers, partners and employees, and representatives of its advisers
and lenders whose knowledge thereof is necessary in order to facilitate the
consummation of the transactions contemplated hereby) or use such information to
the detriment of Disclosing Party; provided that (a) Recipient may use and
disclose any such information once it has been publicly disclosed (other than by
Recipient Party in breach of its obligations under this Section) or that
rightfully has come into the possession of Recipient Party (other than from
Disclosing Party), and (b) to the extent that Recipient Party may become
compelled by Legal Requirements to disclose any of such information, Recipient
Party may disclose such information if it shall have used all reasonable
efforts, and shall have afforded Disclosing Party the opportunity, to obtain an
appropriate protective order, or other satisfactory assurance of confidential
treatment, for the information compelled to be disclosed. If this Agreement is
terminated, Recipient Party shall use all reasonable efforts to cause to be
delivered to Disclosing Party, and retain no copies of, any documents, work
papers and other materials obtained by Recipient Party or on its behalf from
Disclosing Party, whether so obtained before or after the execution hereof.

SECTION 6.7 SUPPLEMENTS TO SCHEDULES. Each of Seller and Buyer shall,
from time to time prior to Closing, supplement the Schedules to this Agreement
with additional information that, if existing or known to it on the date of this
Agreement, would have been required to be included in one or more Schedules to
this Agreement. For purposes of determining the satisfaction of any of the
conditions to the obligations of Buyer and Seller in Sections 7.1 and 7.2 and
the liability of Seller or of Buyer following Closing for breaches of its
representations and warranties under this Agreement, the Schedules to this
Agreement shall be deemed to include only (a) the information contained therein
on the date of this Agreement and (b) information added to the Schedules by
written supplements to such Schedules delivered prior to Closing by the party
making such amendment that (i) are accepted in writing by the other party (such
acceptance not

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to be unreasonably withheld) or (ii) reflect actions expressly permitted by this
Agreement to be taken prior to Closing.

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SECTION 6.8 NOTIFICATION OF CERTAIN MATTERS.

(a) Each party will promptly notify the other party in writing
of any fact, event, circumstance, action or omission (i) which, if
known at the date of this Agreement, would have been required to be
disclosed in or pursuant to this Agreement, or (ii) the existence or
occurrence of which would cause any of such party's representations or
warranties under this Agreement not to be true in any material respect,
and with respect to clause (ii), each party shall use commercially
reasonable efforts to remedy the same.

(b) Promptly upon becoming aware of such matter, each party
will notify the other party in writing of any fact, event,
circumstance, action or omission which constitutes a breach by the
other party of any of the representations or warranties made by the
other party in the performance of or compliance with any covenant,
agreement or obligation required to be performed or complied with prior
to the date of Closing.

SECTION 6.9 COMMERCIALLY REASONABLE EFFORTS. Each party shall use
commercially reasonable efforts to take all steps within its power, and will
cooperate with the other party, to cause to be fulfilled those of the conditions
to the other party's obligations to consummate the transactions contemplated by
this Agreement that are dependent upon its actions, and to execute and deliver
such instruments and take such other commercially reasonable actions as may be
necessary to carry out the intent of this Agreement and consummate the
transactions contemplated hereby.

SECTION 6.10 SUBSCRIBER BILLING SERVICES. Seller shall provide to
Buyer, upon Buyer's written request, subscriber billing services ("Transitional
Billing Services") in connection with the System for a period of up to 60 days
following the Closing Date to allow for conversion of existing billing
arrangements. Buyer shall notify Seller in writing at least 30 days prior to the
Closing Date as to whether it will require Transitional Billing Services. Buyer
shall promptly reimburse to Seller all costs actually and reasonably incurred by
Seller in providing the Transitional Billing Services, including but not limited
to allocation of overhead.

SECTION 6.11 CLOSING DATE FINANCIAL STATEMENTS. Promptly (but in any
event within 30 days) after Closing, Seller shall deliver to Buyer a true and
complete copy of the unaudited balance sheet for the Systems as of the Closing
Date and the unaudited statement of profit and loss for the Systems for the
period then ended, in each case in the report format in which the System
Financial Statements are presented.

SECTION 6.12 LEASED VEHICLES; OTHER CAPITAL LEASES. Seller will pay the
remaining balances on any leases for vehicles or capital leases included in the
Assets and will deliver title to such vehicles and other personal property free
and clear of all Liens (other than Permitted Liens) to Buyer at the Closing.

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SECTION 6.13 DUTY OF GOOD FAITH AND FAIR DEALING. Each party agrees
that it will act in good faith with regard to all matters that are the subject
of this Agreement, and will neither intentionally nor knowingly take any action
or omit to take any action at any time for the primary purpose of depriving the
other party unfairly of any right or benefit that the other party has at such
time under this Agreement.

SECTION 6.14 FRANCHISE RENEWALS. Buyer will use its commercially
reasonable efforts to, with Seller's reasonable assistance, obtain prior to
Closing a renewal or extension of the Franchises issued by the Cities of Purcell
and Noble, Oklahoma for terms extending at least to June 30, 2003. Buyer, with
Seller's reasonable assistance, shall be primarily responsible for negotiating
with the franchising authorities of the Cities of Purcell and Noble. Buyer shall
not agree to any change in such Franchises as a condition to obtaining any
renewal or extension without Seller's consent (such consent not to be
unreasonably withheld), unless such change is consistent with customary
practices in the cable television industry for cable systems of similar size and
would not increase the obligations or liabilities of Seller.

ARTICLE 7
CONDITIONS PRECEDENT

SECTION 7.1 CONDITIONS TO BUYER'S OBLIGATIONS. The obligations of Buyer
to consummate the transactions contemplated by this Agreement shall be subject
to the following conditions, any one or more of which may be waived by Buyer, in
its sole discretion:

(a) Accuracy of Representations and Warranties. The
representations and warranties of Seller in this Agreement shall be
true and accurate in all material respects at and as of Closing with
the same effect as if made at and as of Closing, except for changes
contemplated under this Agreement and except for representations and
warranties made only at and as of a certain date.

(b) Performance of Agreements. Seller shall have performed in
all material respects all obligations and agreements and complied in
all material respects with all covenants in this Agreement to be
performed and complied with by it at or before Closing, and no event
which would constitute a material breach of the terms of this Agreement
on the part of Seller shall have occurred or be continuing.

(c) Officer's Certificate. Buyer shall receive a certificate
executed by an executive officer of Seller, dated as of Closing,
reasonably satisfactory in form and substance to Buyer, certifying that
the conditions specified in Sections 7.1(a) and (b) have been
satisfied.

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(d) Legal Proceedings. There shall be no Legal Requirement,
and no Judgment shall have been entered and not vacated by any
Governmental Authority of competent jurisdiction in any Litigation or
arising therefrom, which enjoins, restrains, makes illegal, or
prohibits consummation of the transactions contemplated by this
Agreement, and there shall be no Litigation pending or threatened that
seeks or that, if successful, would have the effect of, any of the
foregoing.

(e) HSR Act Compliance. All waiting periods under the HSR Act
applicable to the transactions contemplated hereby shall have expired
or been terminated.

(f) Seller's Counsel Opinion. Buyer shall have received an
opinion of Alan H. Silverman, general counsel to Seller, dated as of
Closing, in the form of Exhibit 7.1(f).

(g) Seller's FCC Counsel Opinion. Buyer shall have received an
opinion of Fleischman and Walsh, L.L.P., special communications counsel
to Seller, dated as of Closing, in the form of Exhibit 7.1(g).

(h) Consents. Buyer shall have received evidence that all
consents, approvals and authorizations identified on Schedule 5.3 as
Required Consents have been obtained and remain in full force and
effect; provided, however, that to the extent such Required Consents
relate to consents by the FCC to assignments of Licenses, this
condition shall be deemed met if such consents to assignment have been
requested prior to Closing and Buyer is entitled to operate the Systems
under such Licenses pursuant to conditional use authorizations until
the FCC's consent is received; and provided further that to the extent
such Required Consents relate to consents by a Governmental Authority
to assignments of the Franchises, this condition will be deemed met,
subject to the provisions of Article 12, if Seller has obtained
consents to assign Franchises covering a number of Basic Subscribers
equal to 85% of the aggregate number of Basic Subscribers served by the
Systems. A Required Consent from a Governmental Authority relating to
the assignment of a Franchise shall be deemed to have been received
upon satisfaction of the procedures set forth in Section 617 of the
Communications Act.

(i) Evidence of Authorizing Actions. Seller shall have
delivered to Buyer evidence reasonably satisfactory to Buyer to the
effect that Seller has taken all action necessary to authorize its
execution of this Agreement and the consummation of the transactions
contemplated hereby.

(j) Noncompetition Agreement. Seller shall have delivered to
Buyer the Noncompetition Agreement executed by Seller.

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(k) Lien Releases. Seller shall have delivered evidence that
all Liens (including those described on Schedule 5.4) affecting or
encumbering the Assets that are to be terminated, released or, in the
case of rights of first refusal listed on Schedule 5.20, waived, as
appropriate, prior to or as of the Closing Date have been so
terminated, released or waived.

(l) No Material Adverse Change. There shall not have been any
material adverse change in the Assets or the financial condition or the
operations of the Systems other than any change due to an event which
affects the cable television industry in general (except for any action
by Congress or the FCC that materially and adversely restricts Buyer's
ability to increase rates with respect to the Systems).

(m) Other Documents. All other documents and other items
required to be delivered under this Agreement to Buyer at or prior to
Closing shall have been delivered or shall be tendered at the Closing.

(n) Section 626 Notices. Seller shall have duly and timely
filed with the appropriate Governmental Authority all notices of
renewal required pursuant to Section 626 of the Cable Act with respect
to any Franchise that will expire within thirty-six (36) months after
any date between the date of this Agreement and the Closing Date.

(o) Minimum Number of Subscribers. Seller shall have delivered
to Buyer evidence that the Systems serve at least 95% of the Basic
Subscribers identified in Section 5.22.

(p) Franchise Matters. If a Franchise renewal or extension for
either the City of Purcell or the City of Noble ("Franchise Renewals")
has not been received by the Closing Date, Seller and Buyer shall
consummate the transactions contemplated hereby in accordance with
Article 12.

SECTION 7.2 CONDITIONS TO SELLER'S OBLIGATIONS. The obligations of
Seller to consummate the transactions contemplated by this Agreement shall be
subject to the following conditions, any one or more of which may be waived by
Seller, in its sole discretion:

(a) Accuracy of Buyer's Representations and Warranties. The
representations and warranties of Buyer in this Agreement shall be true
and accurate in all material respects at and as of Closing with the
same effect as if made at and as of Closing, except for changes
contemplated under this Agreement and except for representations and
warranties made only at and as of a certain date.

(b) Performance of Obligations. Buyer shall have performed in
all material respects all obligations and agreements and complied in
all material

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respects with all covenants in this Agreement to be performed and
complied with by it at or before Closing and no event which would
constitute a material breach of the terms of this Agreement on the part
of Buyer shall have occurred or be continuing.

(c) Officer's Certificate. Seller shall have received a
certificate executed by an executive officer of Buyer, dated as of
Closing, reasonably satisfactory in form and substance to Seller,
certifying that the conditions specified in Sections 7.2(a) and (b)
have been satisfied.

(d) Legal Proceedings. There shall be no Legal Requirement,
and no Judgment shall have been entered and not vacated by any
Governmental Authority of competent jurisdiction in any Litigation or
arising therefrom, which enjoins, restrains, makes illegal, or
prohibits consummation of the transactions contemplated hereby, and
there shall be no Litigation pending or threatened that seeks or that,
if successful, would have the effect of any of, the foregoing.

(e) HSR Act Compliance. All waiting periods under the HSR Act
applicable to the transactions contemplated hereby shall have expired
or been terminated.

(f) Evidence of Authorizing Actions. Buyer shall have
delivered to Seller evidence reasonably satisfactory to Seller to the
effect that Buyer has taken all action necessary to authorize the
execution of this Agreement and the consummation of the transactions
contemplated hereby.

(g) Other Documents. All other documents and other items
required to be delivered under this Agreement to Seller at or prior to
Closing shall have been delivered or shall be tendered at the Closing.

(h) Buyer's Counsel Opinion. Seller shall have received an
opinion of Winstead Sechrest & Minick, P.C., counsel to Buyer, dated as
of Closing, in the form of Exhibit 7.2(h).

(i) Marcus Purchase Agreement. Each of the conditions to
Seller's obligations under the Marcus Purchase Agreement shall have
been satisfied or, with the prior written consent of Seller, waived.

ARTICLE 8
CLOSING

SECTION 8.1 CLOSING; TIME AND PLACE. Subject to the terms and
conditions of this Agreement, the closing of the transactions contemplated by
this Agreement ("Closing") shall be

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held at a place mutually agreed upon by the parties at 10:00 a.m., local time,
on June 30, 1998 or, if later, on the last calendar day (the "Closing Date") of
the calendar month in which the tenth (10th) business day after the conditions
set forth in Article 7 shall have been satisfied, or at such other place and
time as may be agreed upon by Seller and Buyer, but in no event later than the
date which is twelve (12) months after the last FCC Form 394 has been filed with
respect to the Systems (the "Outside Closing Date"). The transactions to be
consummated at Closing shall be deemed to have been consummated as of 11:59 p.m.
on the last calendar day of such calendar month. If the last calendar day of
such month is not a day on which financial institutions are open and operating,
then the Closing Date shall be the immediately following business day on which
financial institutions are open and operating. Buyer acknowledges that it is
Seller's desire that this transaction be part of a deferred like-kind exchange
under Section 1031 of the Code and that the Assets constitute the relinquished
assets (as such term is used in the Code) in such exchange. In order to assist
Seller in accomplishing such exchange, Buyer agrees that it shall use its
commercially reasonable efforts to ensure that Closing occurs prior to Seller's
purchase of replacement assets.

SECTION 8.2 SELLER'S OBLIGATIONS. At Closing, Seller shall deliver or
cause to be delivered to Buyer the following:

(a) Bill of Sale and Assignment. Executed counterparts of a
Bill of Sale and Assignment relating to the Assets in the form of
Exhibit 8.2(a) (the "Bill of Sale");

(b) Deeds. Special warranty deeds conveying to Buyer the Owned
Real Property;

(d) Evidence of Authorizing Actions. Evidence reasonably
satisfactory to Buyer that Seller has taken all action necessary to
authorize the execution of this Agreement and the consummation of the
transactions contemplated hereby;

(e) Opinion of Seller's Counsel. The opinion described in
Section 7.1(f);

(f) Opinion of Seller's FCC Counsel. The opinion described in
Section 7.1(g);

(g) Vehicle Titles. Title certificates to all vehicles
included among the Assets, endorsed in blank, and separate bills of
sale and other title transfer documentation therefor, as required by
the laws of the state or such county in which such vehicles are titled;

(h) Possession. Actual possession and operating control of the
Systems;

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(i) Conditions Precedent. To the extent not described above,
all items set forth in Section 7.1;

(j) Documents and Records. All (i) existing blueprints,
schematics, working drawings, plans, specifications, projections,
statistics, engineering records, original plant records, System
construction and as-built maps relating to the Systems, and (ii)
customer lists, files and records used by the Seller in connection with
the operation of the Systems, including a list of all pending
subscriber hook-ups, disconnects and repair orders, supply orders and
any other lists pertinent to the operation of the Systems. Delivery of
the foregoing shall be deemed made to the extent such lists, files and
records are located as of the Closing Time at any of the offices
included in the Owned Real Property or the Leased Real Property;

(k) FIRPTA Certificate. An affidavit of Seller, under penalty
of perjury, stating Seller's United States taxpayer identification
number and that Seller is not a "foreign person" (as defined in the
Foreign Investment in Real Property Tax Act and applicable
regulations); and

(l) Other. Such other documents and instruments as shall be
reasonably necessary to effect the intent of this Agreement and
consummate the transactions contemplated hereby.

SECTION 8.3 BUYER'S OBLIGATIONS. At Closing, Buyer shall deliver or
cause to be delivered to Seller the following:

(a) Purchase Price. The Purchase Price, as adjusted in
accordance with Section 2.5 of this Agreement;

(b) Bill of Sale. Executed counterparts of the Bill of Sale;

(d) Evidence of Authorizations. Evidence reasonably
satisfactory to Seller that Buyer has taken all action necessary to
authorize the execution of this Agreement and the consummation of the
transactions contemplated hereby;

(e) Buyer's Counsel Opinion. The opinion described in Section
7.2(h);

(f) Conditions Precedent. To the extent not described above,
all items set forth in Section 7.2; and

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(g) Other. Such other documents and instruments as shall be
reasonably necessary to effect the intent of this Agreement and
consummate the transactions contemplated hereby.

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ARTICLE 9
TERMINATION

SECTION 9.1 TERMINATION EVENTS. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned as follows:

(a) at any time, by the mutual agreement of Buyer and Seller;

(b) by either Buyer or Seller upon written notice to the
other, if the other is in material breach or default of its respective
covenants, agreements, or other obligations herein, or if any of its
representations herein are not true and accurate in all material
respects when made or when otherwise required by this Agreement to be
true and accurate, and such breach, default or failure is not cured
within 30 days of receipt of notice that such breach, default or
failure exists or has occurred;

(c) by either Buyer or Seller upon written notice to the
other, if any conditions to its obligations set forth in Sections 7.1
and 7.2, respectively, shall not have been satisfied on or before the
Outside Closing Date, for any reason other than a breach or default by
such party of its respective covenants, agreements, or other
obligations hereunder, or any of its representations herein not being
true and accurate when made or when otherwise required by this
Agreement to be true and accurate;

(d) by Seller if (i) the Marcus Purchase Agreement is
terminated for any reason unless such termination is attributable
solely to a material breach by Seller of such agreement, or (ii) the
Marcus Purchase Agreement has been consummated; or

(d) as otherwise provided herein.

SECTION 9.2 EFFECT OF TERMINATION. If this Agreement shall be
terminated pursuant to Section 9.1, all obligations or liabilities of the
parties hereunder shall terminate, except for the obligations set forth in
Sections 6.6, 9.2, 10.2, 13.1, 13.2, and 13.9. Termination of this Agreement
pursuant to Section 9.1(b) shall not limit or impair any remedies that Buyer or
Seller may have with respect to a breach or default by the other of its
covenants, agreements or obligations hereunder.

ARTICLE 10
REMEDIES

SECTION 10.1 SPECIFIC PERFORMANCE; REMEDIES CUMULATIVE. Seller and
Buyer acknowledge that, if either is in material breach or default of its
covenants, agreements or

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obligations hereunder, the other would be irreparably damaged by such breach or
default and that, in addition to the other remedies that may be available at law
or in equity, the other party shall be entitled to specific performance of this
Agreement and injunctive relief. All rights and remedies under this Agreement
are cumulative of, and not exclusive of, any rights or remedies otherwise
available, and the exercise of any of such rights or remedies shall not bar the
exercise of any other rights or remedies.

SECTION 10.2 ATTORNEYS' FEES. In the event of any Litigation between
Seller and Buyer with respect to this Agreement or the transactions contemplated
hereby, the party prevailing under such Litigation shall be entitled, as part of
the Judgment rendered in such Litigation, to recover from the other party its
reasonable attorneys' fees and costs and expenses in such Litigation.

ARTICLE 11
INDEMNIFICATION

SECTION 11.1 INDEMNIFICATION BY SELLER. From and after Closing, Seller
shall indemnify and hold harmless Buyer from and against any and all Losses
arising out of or resulting from:

(a) any representations and warranties made by Seller in this
Agreement not being true and accurate when made or when required by
this Agreement to be true and accurate, except for Losses that relate
to any circumstance, act or omission constituting a breach of any
representation or warranty by Seller or failure by Seller to comply
with any of its covenants, agreements or obligations hereunder of which
Buyer has received notice and which Buyer has waived in writing;

(b) any breach or default by Seller in the performance of its
covenants, agreements, or obligations under this Agreement;

(c) any liabilities relating to employees of Seller working
for the Systems asserted under any federal, state or local law or
regulation or otherwise pertaining to any labor or employment matter
arising out of conditions existing or actions or events occurring prior
to the Closing Time; and

(d) all liabilities and obligations arising out of or relating
to the operation of the Systems prior to the Closing Time, including
without limitation the Retained Liabilities and Obligations.

SECTION 11.2 INDEMNIFICATION BY BUYER. From and after Closing, Buyer
shall indemnify and hold harmless Seller from and against any and all Losses
arising out of or resulting from:

(a) any representations and warranties made by Buyer in this
Agreement not being true and accurate when made or when required by
this Agreement to be true and accurate, except for Losses that relate
to any circumstance, act or omission

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constituting a breach of any representation or warranty by Buyer or
failure by Buyer to comply with any of its covenants, agreements or
obligations hereunder of which Seller has received notice and which
Seller has waived in writing;

(b) any breach or default by Buyer in the performance of its
covenants, agreements, or obligations under this Agreement;

(d) any liabilities relating to employees of Seller hired by
Buyer pursuant to Section 6.3 arising after the Closing Time asserted
under any federal, state or local law or regulation or otherwise
pertaining to any labor or employment matter arising out of actions or
events occurring subsequent to the Closing Time; and

(e) all liabilities and obligations arising out of or relating
to the operation of the Systems subsequent to the Closing Time.

SECTION 11.3 INDEMNIFIED THIRD PARTY CLAIM.

(a) If any Person not a party to this Agreement shall make any
demand or claim or file or threaten to file or continue any Litigation
with respect to which Buyer or Seller is entitled to indemnification
pursuant to Sections 11.1 or 11.2, respectively, then within ten days
after notice (the "Notice") by the party entitled to such
indemnification (the "Indemnitee") to the other (the "Indemnitor") of
such demand, claim or Litigation, the Indemnitor shall have the option,
at its sole cost and expense, to retain counsel for the Indemnitee
(which counsel shall be reasonably satisfactory to the Indemnitee) to
defend any such Litigation. If the Indemnitor shall fail to respond
within ten days after receipt of the Notice, the Indemnitee may retain
counsel and conduct the defense of such Litigation as it may in its
reasonable discretion deem proper, at the sole cost and expense of the
Indemnitor.

(b) The Indemnitee shall provide reasonable assistance to the
Indemnitor and provide access to its books, records and personnel as
the Indemnitor reasonably requests in connection with the investigation
or defense of the indemnified Losses. The Indemnitor shall promptly
upon receipt of reasonable supporting documentation reimburse the
Indemnitee for out-of-pocket costs and expenses incurred by the latter
in providing the requested assistance.

(c) With regard to Litigation of third parties for which Buyer
or Seller is entitled to indemnification under Sections 11.1 or 11.2,
such indemnification shall be paid by the Indemnitor upon: (i) the
entry of a Judgment against the Indemnitee and the expiration of any
applicable appeal period; (ii) the entry of an

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unappealable Judgment or final appellate Judgment against the
Indemnitee; or (iii) a settlement with the consent of the Indemnitor,
which consent shall not be unreasonably withheld, provided that no such
consent need be obtained if the Indemnitor fails to respond to the
Notice as provided in Section 11.3(a).

SECTION 11.4 DETERMINATION OF INDEMNIFICATION AMOUNTS AND RELATED
MATTERS.

(a) Seller's liability under Section 11.1 shall be limited to
Losses (excluding those Losses arising from the Retained Liabilities
and Obligations) exceeding in the aggregate $419,000 (the
"Deductible"), and Seller shall have no liability under Section 11.1
for Losses constituting the Deductible. Seller's liability under
Section 11.1 shall be limited to Losses not exceeding in the aggregate
$4,190,000.

(b) In calculating amounts payable to an Indemnitee hereunder,
the amount of the indemnified Losses shall be reduced by the amount of
any insurance proceeds paid to the Indemnitee for such Losses.

(c) Subject to the provisions of Section 11.3, all amounts
payable by the Indemnitor to the Indemnitee in respect of any Losses
under Sections 11.1 or 11.2 shall be payable by the Indemnitor as
incurred by the Indemnitee.

SECTION 11.5 TIME AND MANNER OF CERTAIN CLAIMS. Except for Retained
Liabilities and Obligations and as otherwise provided herein, the
representations, warranties and covenants of Buyer and Seller in this Agreement
shall survive Closing for a period of eighteen months (the "Survival Period")
except for representations, warranties and covenants relating to title and
Taxes, which shall survive until the expiration of the applicable statute of
limitations, and Buyer's and Seller's rights to make claims dated thereon shall
likewise expire and be extinguished on such dates. Neither Seller nor Buyer
shall have any liability under Sections 11.1 or 11.2, respectively, unless a
claim for Losses for which indemnification is sought thereunder is asserted by
the party seeking indemnification by written notice to the party from whom
indemnification is sought within the Survival Period. Notwithstanding anything
to the contrary herein, if the Closing occurs, neither Buyer nor Seller shall
have liability to the other (for indemnification or otherwise) for its breach of
or noncompliance with any covenant, agreement or obligation to the extent
required to be performed or complied with prior to the date of Closing and to
the extent the other party has knowledge of such breach or noncompliance on the
date of Closing and has expressly waived such breach or noncompliance in
writing.

SECTION 11.6 OTHER INDEMNIFICATION. The provisions of Sections 11.3 and
11.4 shall be applicable to any claim for indemnification made under any other
provision of this Agreement, and all references in Sections 11.3 and 11.4 to
Sections 11.1 and 11.2 shall be deemed to be references to such other provisions
of this Agreement.

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ARTICLE 12
RETAINED FRANCHISES

SECTION 12.1 RETAINED FRANCHISES. Notwithstanding anything to the
contrary herein, after satisfaction or waiver (by the party for whose benefit
the condition is imposed) of the conditions precedent to Buyer's obligation to
close as set forth in Section 7.1 hereof, and to Seller's obligation to close as
set forth in Section 7.2 hereof, it is understood and agreed as follows:

(a) If the Franchise Renewals or any of the Required Consents
for the transfer of the Franchises have not been received by the
Closing Date, Buyer and Seller shall consummate the transactions
contemplated hereby and any such Franchises (including all Assets used
or useful primarily in connection therewith, but excluding all
headends, towers, business offices, and other assets and properties
which are also used in connection with the operations of other
Franchises which are being transferred to Buyer) shall be retained by
Seller (the "Retained Franchises"), and shall be subsequently sold by
Seller and purchased by Buyer in accordance with the terms of this
Article 12.

(b) Those Franchises (including all Assets used or useful
primarily in connection therewith, including all headends, towers,
business offices, and other assets and properties used in connection
with the operations of such Franchises) with respect to which the
Required Consents shall have been obtained shall be sold by Seller and
purchased by Buyer at the Closing on the terms and conditions provided
for herein.

(c) At the Closing, Buyer shall pay to Seller a portion of the
Purchase Price to be determined by multiplying the Purchase Price by a
fraction (i) the numerator of which shall be the aggregate number of
Basic Subscribers served by all of the Franchises except for the
Retained Franchises as of the Closing Date and (ii) the denominator of
which shall be the number of Basic Subscribers served by all of the
Franchises (including the Retained Franchises) as of the Closing Date.
The product resulting therefrom, as adjusted pursuant to the final
sentence of this Section 12.1(c), shall be the Purchase Price paid at
Closing. At the Closing, the adjustments provided for in Section 2.5
hereof shall be made with respect to any Retained Franchise, as if such
Retained Franchise were being transferred on the Closing Date.

(d) At the Closing, with respect to the Retained Franchises,
Buyer shall deliver to Wachovia Bank (the "Retained Franchises Escrow
Agent") by wire transfer of immediately available federal funds, an
amount (the "Retained Franchises Escrow Amount") equal to the
difference between (i) the Purchase Price and (ii) the portion of the
Purchase Price to be paid at Closing, to be held in escrow

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<PAGE> 45

(the "Retained Franchises Escrow") pursuant to the terms of an escrow
agreement substantially in the form of Exhibit 12.1(d) hereto (the
"Retained Franchises Escrow Agreement"). Upon any Retained Franchise
Transfer (as hereinafter defined), the Escrow Agent shall pay to Seller
an amount determined pursuant to the Retained Franchises Escrow
Agreement.

(e) For the period after the Closing that the parties agree to
and set forth in the Retained Franchises Services Agreement (as
hereinafter defined), Buyer and Seller shall use commercially
reasonable efforts to obtain any Required Consents or Franchise
Renewals which have not been obtained. After the Closing, as Required
Consents or Franchise Renewals are received, Seller shall promptly give
to Buyer notice of the actual time of transfer of such Retained
Franchises (a "Retained Franchises Transfer") with respect to those
Retained Franchises for which such Required Consents or Franchise
Renewals relate, which Retained Franchises Transfer shall be on the
business day immediately following the effective date of the Required
Consent or Franchise Renewal, and the parties hereto shall take all
commercially reasonable steps necessary or appropriate on their
respective parts to proceed with such Retained Franchises Transfer on
the terms and conditions provided for herein. During the term between
Closing and any Retained Franchises Transfer, the parties shall operate
under a services agreement, substantially in the form of Exhibit
12.1(e) attached hereto (the "Retained Franchises Services Agreement"),
with respect to the Retained Franchises. At the end of the mutually
agreed to period after the Closing (i) Buyer shall have no further
obligation hereunder to purchase any Retained Franchises that were not
purchased by Buyer at or prior to such time; (ii) Seller shall have no
obligation to sell any Retained Franchises that were not purchased by
Buyer at or prior to such time; (iii) the funds remaining in the
Retained Franchises Escrow shall be distributed in accordance with the
terms of the Retained Franchises Escrow Agreement; and (iv) Seller
shall retain any Retained Franchises not previously transferred to
Buyer.

(f) It is understood and agreed that if a headend, tower,
business office and other assets and properties serves both Franchises
which are being sold at a given time and any of the Retained
Franchises, the Assets related to such headend, tower, business office
and other assets and properties shall be conveyed to Buyer at the time
such Assets are first purchased by Buyer; provided that Buyer shall be
required to provide signal services to Seller pursuant to a mutually
agreeable signal agreement having the parameters set forth in Exhibit
12.1(f) hereto.

(g) The following provisions shall apply to any Retained
Franchises Transfer under this Agreement:

(i) The conditions precedent set forth in Sections
7.1 and 7.2 also shall apply at each Retained Franchises Transfer,
mutatis mutandis.

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<PAGE> 46

(ii) Certificates and other documents contemplated by
this Agreement shall be delivered in the form and substance provided
for in this Agreement, modified as necessary or appropriate to reflect
the provisions of this Article 12 and to relate only to the Franchises
being transferred at a given time.

(h) The parties intend that legal and beneficial ownership and
control of, and managerial responsibility for (subject to the Retained
Franchises Services Agreement), any Retained Franchises shall remain
with Seller and shall not be transferred to Buyer until the applicable
Retained Franchises Transfer of such Retained Franchises, which shall
take place only if and when all conditions precedent thereto shall have
occurred. All pre-Closing covenants herein regarding a Retained
Franchise shall continue in full force and effect until the time of the
applicable Retained Franchises Transfer.

ARTICLE 13
MISCELLANEOUS

SECTION 13.1 EXPENSES. Except as otherwise expressly provided in this
Agreement, each of the parties shall pay its own expenses and the fees and
expenses of its counsel, accountants, and other experts in connection with this
Agreement.

SECTION 13.2 BROKERAGE. Seller shall indemnify and hold Buyer harmless
from and against any and all Losses arising from any employment by Seller of, or
services rendered to Seller by, any finder, broker, agency, or other
intermediary, in connection with the transactions contemplated hereby, or any
allegation of any such employment or services (including, but not limited to,
any expenses, fees or commissions due HPC Puckett & Company), and Buyer shall
indemnify and hold Seller harmless from and against any and all Losses arising
from any employment by Buyer of, or services rendered to Buyer by, any finder,
broker, agency, or other intermediary, in connection with the transactions
contemplated hereby, or any allegation of any such employment or services.

SECTION 13.3 WAIVERS. No action taken pursuant to this Agreement,
including any investigation by or on behalf of any party hereto, shall be deemed
to constitute a waiver by the party taking the action of compliance with any
representation, warranty, covenant or agreement contained herein or in any
document delivered pursuant hereto. The waiver by any party hereto of any
condition or of a breach of another provision of this Agreement shall not
operate or be construed as a waiver of any other condition or subsequent breach.
The waiver by any party of any of the conditions precedent to its obligations
under this Agreement shall not preclude it from seeking redress for breach of
this Agreement other than with respect to the condition so waived.

SECTION 13.4 NOTICES. All notices, requests, demands, applications,
services of process, and other communications which are required to be or may be
given under this Agreement shall be in writing and shall be deemed to have been
duly given if sent by facsimile transmission,

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<PAGE> 47

delivered by overnight or other courier service, or mailed, certified first
class mail, postage prepaid, return receipt requested, to the parties hereto at
the following addresses:

To Seller: Cable One, Inc.
4742 North 24th Street, Suite 270
Phoenix, AZ 85016
Attn: President
Telecopy: (602) 468-9216

Copies (which shall not constitute notice):

Cable One, Inc.
4742 North 24th Street
Suite 270
Phoenix, AZ 85016
Attn: Vice President & General Counsel
Telecopy: (602) 468-0116

Fleischman and Walsh, L.L.P.
1400 Sixteenth Street, NW
Sixth Floor
Washington, DC 20036
Attn: Stephen A. Bouchard
Telecopy: (202) 265-5706

To Buyer: Black Creek Communications, Inc.
c/o Classic Communications
515 Congress Avenue
Suite 2626
Austin, Texas 78701
Attn: J. Merritt Belisle
Telecopy: (512) 476-5204

Copies (which shall not constitute notice):

Winstead Sechrest & Minick, P.C.
100 Congress Avenue, Suite 800
Austin, Texas 78701
Attn: Cary Ferchill
Telecopy: (512) 370-2841

or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section. Such notice shall be effective,
(i) if delivered by courier service or

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<PAGE> 48

by facsimile transmission, upon actual receipt by the intended recipient, or
(ii) if mailed, upon the date of delivery as shown on the return receipt
therefor.

SECTION 13.5 ENTIRE AGREEMENT; AMENDMENTS. This Agreement embodies the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or written,
with respect thereto. This Agreement may not be modified orally, but only by an
agreement in writing signed by the party or parties against whom any waiver,
change, amendment, modification, or discharge may be sought to be enforced.

SECTION 13.6 BINDING EFFECT; BENEFITS. This Agreement shall inure to
the benefit of and will be binding upon the parties hereto and their respective
heirs, legal representatives, successors, and permitted assigns. Except as
provided below, neither Buyer nor Seller shall assign this Agreement (by
transfer of control or otherwise) or delegate any of its duties hereunder to
any other Person without the prior written consent of the other. Buyer
acknowledges that it is the intention of the Seller to complete a like-kind
exchange under Section 1031 of the Code. Buyer agrees to cooperate in
effectuating Seller's intent as long as such cooperation does not substantially
delay the Closing or cause substantial additional expense to Buyer. Buyer agrees
that Seller may assign its right to payment of the Purchase Price under this
Agreement to a Qualified Intermediary, and Buyer agrees in such case to make
payment of the Purchase Price to the Qualified Intermediary. Buyer further
agrees to take other appropriate actions or execute documents, as may reasonably
be requested by Seller and as may be required in order to effectuate Seller's
intent. Seller agrees that Buyer may assign this Agreement, upon Buyer's receipt
of Seller's written consent (such consent not to be unreasonably withheld), to
another entity controlling, controlled by, or under common control with Buyer,
provided, however, that no such assignment shall release Buyer from its
obligations hereunder.

SECTION 13.7 HEADINGS, SCHEDULES, AND EXHIBITS. The section and other
headings contained in this Agreement are for reference purposes only and will
not affect the meaning or interpretation of this Agreement. Reference to
Schedules and Exhibits shall, unless otherwise indicated, refer to the Schedules
and Exhibits attached to this Agreement, which shall be incorporated in and
constitute a part of this Agreement by such reference.

SECTION 13.8 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which, when executed, shall be deemed to be an original
and all of which together will be deemed to be one and the same instrument.

SECTION 13.9 PUBLICITY. Seller and Buyer shall consult with and
cooperate with the other with respect to the content and timing of all press
releases and other public announcements, and any oral or written statements to
Seller's employees concerning this Agreement and the transactions contemplated
hereby. Neither Seller nor Buyer shall make any such release, announcement, or
statements without the prior written consent of the other, which shall not be
unreasonably withheld or delayed; provided, however, that Seller or Buyer may at
any time make any announcement required by Legal Requirements so long as such
party, promptly upon learning

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<PAGE> 49

of such requirement, notifies the other of such requirement and consults with
the other in good faith with respect to the wording of such announcement.

SECTION 13.10 GOVERNING LAW. The validity, performance, and enforcement
of this Agreement and all transaction documents, unless expressly provided to
the contrary, shall be governed by the laws of the State of Delaware without
giving effect to the principles of conflicts of law of such state. In accordance
with Title 6, Section 2708 of the Delaware Code Annotated, each party hereby
submits to the jurisdiction of the courts of Delaware and agrees to be served
with legal process from any of such courts. Each party hereby irrevocably
waives, to the fullest extent permitted by law, any objection that it may have,
whether now or in the future, to the laying of venue in, or to the jurisdiction
of, any and each of such courts for the purpose of any such suit, action,
proceeding or judgment and further waives any claim that any such suit, action,
proceeding or judgment has been brought in an inconvenient forum.

SECTION 13.11 THIRD PARTIES; JOINT VENTURES. This Agreement constitutes
an agreement solely among the parties hereto, and, except as otherwise provided
herein, is not intended to and will not confer any rights, remedies,
obligations, or liabilities, legal or equitable, including any right of
employment, on any Person (including but not limited to any employee or former
employee of Seller) other than the parties hereto and their respective
successors or assigns, or otherwise constitute any Person a third party
beneficiary under or by reason of this Agreement. Nothing in this Agreement,
expressed or implied, is intended to or shall constitute the parties hereto
partners or participants in a joint venture.

SECTION 13.12 CONSTRUCTION. This Agreement has been negotiated by Buyer
and Seller and their respective legal counsel, and legal or equitable principles
that might require the construction of this Agreement or any provision of this
Agreement against the party drafting this Agreement shall not apply in any
construction or interpretation of this Agreement.

SECTION 13.13 RISK OF LOSS. The risk of any loss or damage to the
Assets resulting from fire, theft or any other casualty (except reasonable wear
and tear) shall be borne by Seller at all times prior to the Closing Time. In
the event that any such loss or damage shall be sufficiently substantial so as
to preclude and prevent resumption of normal operations of a material portion of
the Systems within twenty days from the occurrence of the event resulting in
such loss or damage, Seller shall immediately notify Buyer in writing of its
inability to resume normal operations or to replace or restore the lost or
damaged property, and Buyer, at any time within ten days after receipt of such
notice, may elect by written notice to Seller either to (a) waive such defect
and proceed toward consummation of the transaction contemplated by this
Agreement in accordance with the terms hereof, or (b) terminate this Agreement.
If Buyer elects to so terminate this Agreement, Buyer and Seller shall stand
fully released and discharged of any and all obligations hereunder. If Buyer
shall elect to consummate the transactions contemplated by this Agreement
notwithstanding such loss or damage and does so, the Purchase Price shall be
reduced by the amount, mutually acceptable to Buyer and Seller, which is
estimated by the parties to equal the out-of-pocket costs and expenses that
Buyer incurs to repair or replace, in accordance with cable television industry
practices, such lost or damaged property after Closing, and Seller shall retain

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<PAGE> 50

all insurance proceeds payable as a result of the occurrence of the event
resulting in such loss or damage.

SECTION 13.14 LATE PAYMENTS. If either party fails to pay the other any
amounts when due under this Agreement, the amounts due will bear interest from
the due date to the date of payment at the annual rate publicly announced from
time to time by Citibank, N.A. at its prime rate (the "Prime Rate") plus 3%,
adjusted as and when changes in the Prime Rate are made.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

-46-
<PAGE> 51

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of
the date first written above.

SELLER:

CABLE ONE, INC.

By: /s/ THOMAS O. MIGHT
--------------------------------------
Name: Thomas O. Might
Title: President

BUYER:

BLACK CREEK COMMUNICATIONS

By: /s/ J. MERRITT BELISLE
--------------------------------------
Name: J. Merritt Belisle
Title: Chief Executive Officer

<PAGE> 52

DISCLOSURE SCHEDULES
AND EXHIBITS
<TABLE>

<S> <C>
Schedule 2.1(a) Tangible Personal Property..............................................................
Schedule 2.1(b) Real Property...........................................................................
Schedule 2.1(c) Franchises..............................................................................
Schedule 2.1(d) Licenses................................................................................
Schedule 2.1(e) Contracts...............................................................................
Schedule 2.2 Excluded Assets.........................................................................
Exhibit 3.2 Noncompetition Agreement................................................................
Schedule 5.3 Consents................................................................................
Schedule 5.4 Liens...................................................................................
Schedule 5.5 Franchises, Licenses and Contracts......................................................
Schedule 5.7 Collective Bargaining Agreements and Employee Benefits, Etc.............................
Schedule 5.8 Litigation..............................................................................
Schedule 5.9 Tax Matters.............................................................................
Schedule 5.10 Compliance with Legal Requirements......................................................
Schedule 5.11 System Information......................................................................
Schedule 5.12 Environmental Matters...................................................................
Schedule 5.19 Bonds; Letters of Credit; Certificates of Insurance.....................................
Schedule 5.20 Rights in Assets........................................................................
Schedule 6.1 Promotions and Marketing Practices......................................................
Schedule 6.4 Changes.................................................................................
Exhibit 7.1(f) Seller's Counsel Opinion................................................................
Exhibit 7.1(g) Seller's FCC Counsel Opinion............................................................
Exhibit 7.2(h) Buyer's Counsel Opinion.................................................................
Exhibit 8.2(a) Bill of Sale and Assignment.............................................................
Exhibit 12.1(d) Retained Franchises Escrow Agreement....................................................
Exhibit 12.1(e) Retained Franchises Services Agreement..................................................
Exhibit 12.1(f) Parameters of Signed Agreement..........................................................

</TABLE>

<PAGE> 53

ATTACHMENT A

KANSAS
- ------
Abilene
Beloit
Clay Center
Concordia

MISSOURI
- --------
Brookfield
Trenton

OKLAHOMA
- --------
Fort Sill
Hugo
Idabel
Purcell

TEXAS
- -----
Childress
Lampasas
Memphis
Wellington

<PAGE> 54
ASSIGNMENT OF ASSET PURCHASE AGREEMENT

THIS ASSIGNMENT OF ASSET PURCHASE AGREEMENT (the "Assignment") is dated
as of June 19, 1998.

WHEREAS, Black Creek Communications, Inc., a Delaware corporation
("Assignor"), and Cable One, Inc., a Delaware corporation ("Cable One"), entered
into an Asset Purchase Agreement dated as of May 14, 1998 (the "Agreement"),
involving the purchase of certain cable television systems and related assets in
Kansas, Missouri, Oklahoma and Texas;

WHEREAS, Assignor has deemed it to be in the best interest of Assignor
to sell, assign, transfer, and convey to Black Creek Communications, L.P., a
Delaware limited partnership, its successors, legal representatives and assigns
("Assignee"), all of the Assignor's right, title and interest in, under and to
the Agreement;

WHEREAS, Cable One has deemed it to be in the best interest of Cable One
to consent to the sale, assignment, transfer, and conveyance to Assignee, all of
the Assignor's right, title and interest in, under and to the Agreement and
pursuant to Section 13.6 of the Agreement written consent of Cable One is
required to assign the Agreement;

WHEREAS, Black Creek Management, L.L.C., the General Partner of Black
Creek Communications L.P., and the members of Black Creek Management, L.L.C.
("Assignee's members") deem it to be in the best interest of Assignee for
Assignor to sell, assign, transfer, and convey to Assignee all of the Assignor's
right, title and interest in, under and to the Agreement;

NOW, THEREFORE, for and in consideration of One Dollar and other good
and valuable consideration, the receipt of which is hereby acknowledged,
Assignor does hereby assign to Assignee, and Assignee hereby assumes and
undertakes, all of Assignor's right, title, interest and obligations under the
Agreement.

Assignee assumes the Agreement and agrees to perform and observe all of
the covenants and conditions contained therein on Assignor's part to be
performed and observed.

Assignor does hereby indemnify and hold harmless Assignee against any
and all losses, costs, expenses (including reasonable attorney's fees),
penalties, taxes, fines, settlements, damages and judgments arising from
Assignor's breach of any covenant or warranty contained in the Agreement.

All of the terms and conditions set forth herein shall be binding upon
and inure to the benefit of the parties and their respective successors in
interest and permitted assigns.

This Assignment may not be changed, modified, discharged, or terminated
orally or in any other manner than by an agreement in writing signed by the
parties hereto or their respective successors or assigns.

<PAGE> 55

In the event of any conflict between the terms of this Assignment and
the terms of the Agreement, the terms of the Agreement shall control.

IN WITNESS WHEREOF, the parties have executed this Assignment by their
duly authorized representatives, to be effective as of the date first written
above.

AGREED AND CONSENTED TO:

CABLE ONE, INC.

By: /s/ THOMAS P. BASINGER
---------------------------
Thomas P. Basinger
Vice President

ASSIGNOR:

BLACK CREEK COMMUNICATIONS, INC.

By: /s/ BRYAN D. NOTEBOOM
---------------------------
Bryan D. Noteboom
Secretary

ASSIGNEE:

BLACK CREEK COMMUNICATIONS, L.P.

By: BLACK CREEK MANAGEMENT, L.L.C.
Its General Partner

By: CLASSIC CABLE, INC.
Its Managing Member

By: /s/ BRYAN D. NOTEBOOM
-------------------------
Bryan D. Noteboom
Secretary

<PAGE> 56

STATE OF TEXAS )
COUNTY OF TRAVIS )

The foregoing instrument was ACKNOWLEDGED before me this 18th
day of June, 1998, by Bryan Noteboom, Secretary of Black Creek Communications,
Inc., a Delaware corporation, on behalf of said corporation.

Witness my hand and official seal.

/s/
[ S E A L ] ---------------------------------------------
Notary Public in and for the State of Texas

STATE OF ARIZONA )
COUNTY OF MARICOPA )

The foregoing instrument was ACKNOWLEDGED before me this 18th
day of June, 1998, by Thomas P. Basinger, Vice President of Cable One, Inc., a
Delaware corporation, on behalf of said corporation.

Witness my hand and official seal.

/s/
[ S E A L ] ----------------------------------------------
Notary Public in and for the State of Arizona

STATE OF TEXAS )
COUNTY OF TRAVIS )

The foregoing instrument was ACKNOWLEDGED before me this 18th
day of June, 1998, by Bryan Noteboom, Vice President of Classic Cable, Inc., the
Managing Member of Black Creek Management, L.L.C., the General Partner of Black
Creek Communications, L.P., a Delaware limited partnership, on behalf of said
partnership.

Witness my hand and official seal.

/s/
[ S E A L ] --------------------------------------------
Notary Public in and for the State of Texas

<PAGE> 57
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
DATED MAY 14, 1998
BY AND BETWEEN
CABLE ONE, INC. AND BLACK CREEK COMMUNICATIONS, INC.

This Amendment No. 1 (this "Amendment") to that certain Asset Purchase
Agreement dated May 14, 1998 (the "Agreement") by and between CABLE ONE, INC.
("Seller") and BLACK CREEK COMMUNICATIONS, L.P. ("Buyer") is entered into as of
this 15th day of July, 1998.

WHEREAS, Seller and Buyer desire to make certain changes to the
Agreement;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, Seller and Buyer agree as follows:

1. The Agreement shall be amended to address an assignment of the
Agreement to Black Creek Communications, Inc. to Black Creek Communications,
L.P. The amended introduction shall read:

"THIS ASSET PURCHASE AGREEMENT (the "Agreement") was made and
entered into as of May 14, 1998 by and between Cable One, Inc., a
Delaware corporation ("Seller"), and Black Creek Communications, Inc.,
a Delaware corporation. On June 19, 1998, Black Creek Communications,
Inc., with the written consent of Seller, assigned the Agreement to
Black Creek Communications, L.P., a Delaware limited partnership
("Buyer")."

2. Article 4, BUYER'S REPRESENTATIONS AND WARRANTIES, shall be amended
as follows:

a. Section 4.1, Organization of Buyer, shall be replaced in
its entirety with the following:

"Buyer is a limited partnership duly organized, validly
existing, and in good standing under the laws of the State of
Delaware, and has all requisite partnership power and
authority to own and lease the properties and assets it
currently owns and leases and to conduct its activities as
such activities are currently conducted. Buyer is duly
qualified to do business as a foreign partnership and is in
good standing in all of the jurisdictions where the Systems
are located. Black Creek Management, L.L.C., a duly organized
Delaware limited liability company, is the general partner of
Buyer."

<PAGE> 58

b. Section 4.2, Authority, shall be replaced in its entirety
with the following:

"Buyer has all requisite partnership power and authority to
execute, deliver, and perform this Agreement and consummate
the transactions contemplated hereby. The execution, delivery,
and performance of the Agreement and the consummation of the
transactions contemplated hereby by Buyer have been duly and
validly authorized by all necessary partnership action on the
part of Buyer. This Agreement has been duly and validly
executed and delivered by Buyer, and is the valid and binding
obligation of Buyer, enforceable against Buyer in accordance
with its terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors'
rights generally or the availability of equitable remedies."

c. Section 4.3, No Conflict; Consents, shall be replaced in
its entirety with the following:

"Except as will not have a material adverse effect on the
ability of Buyer to perform its obligations hereunder, and
subject to compliance with the HSR Act, the execution,
delivery, and performance by Buyer of this Agreement do not
and will not: (i) conflict with or violate any provision of
the certificate of limited partnership or partnership
agreement of Buyer; (ii) violate any provision of any Legal
Requirement; (iii) conflict with, violate, result in a breach
of, or constitute a default under any contract, agreement, or
understanding to which Buyer is a party or by which Buyer or
the assets or properties owned or leased by it are bound or
affected; or (iv) require any consent, approval, or
authorization of, or filing of any certificate, notice,
application, report, or other document with, any Governmental
Authority or other Person.

3. Section 7.2(c), Officer's Certificate, shall be replaced in its
entirety with the following:

"(c) Partnership Certificate. Seller shall have received a
certificate executed by the General Partner of Buyer, dated as of
Closing, reasonably satisfactory in form and substance to Seller,
certifying that the conditions specified in Sections 7.2(a) and (b)
have been satisfied."

4. Section 8.3(c), Officer's Certificate, shall be replaced in its
entirety with the following:

"(c) Partnership Certificate. The certificate described in
Section 7.2(c);

<PAGE> 59

5. Section 13.4, Notices. Delete the line: "To Buyer: Black Creek
Communications, Inc.". Insert the line "To Buyer: Black Creek Communications,
L.P."

6. Except as set forth herein, the Agreement remains in full force and
effect without additional modifications.

7. This Amendment No. 1 shall be deemed effective as of the 15 day of
July, 1998.

EXECUTED as of the date hereinabove written.

SELLER:

CABLE ONE, INC.

By: /s/ THOMAS P. BASINGER
------------------------------------------
Name: Thomas P. Basinger
----------------------------------------
Title: Vice President
---------------------------------------

BUYER:

BLACK CREEK COMMUNICATIONS,
L.P.

By: BLACK CREEK MANAGEMENT, L.L.C.
Its General Partner

By: /s/ BRYAN D. NOTEBOOM
------------------------------------------
Name: Bryan D. Noteboom
----------------------------------------
Title: Vice President
---------------------------------------
Finance & Administration
---------------------------------------

<PAGE> 1

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
Historical Pro Forma
---------------------------------------------------------- ---------

For the Year Ended December 31,
-----------------------------------------------------------------------
1993 1994 1995 1996 1997 1997
------ ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Income (loss) before income taxes, minority
interest and extraordinary item (2,424) (3,596) (12,793) (18,441) (19,502) (22,947)

Fixed Charges:

Interest expense 3,141 4,975 14,132 20,164 20,760 22,448

Interest portion of rental expense 88 113 264 428 464 464

Dividends on unconsolidated subsidiary -- -- -- 101 101 101

------ ------ ------- ------- ------- -------
Earnings 805 1,492 1,603 2,252 1,823 66

Fixed charges:

Interest expense 3,141 4,975 14,132 20,164 20,760 22,448

Interest portion of rental expense 88 113 264 428 464 464

Dividends on unconsolidated subsidiary -- -- -- 101 101 101

------ ------ ------- ------- ------- -------
Total Fixed Charges 3,229 5,088 14,396 20,693 21,325 23,013

Ratio of Earnings to Fixed Charges n/a n/a n/a n/a n/a n/a

Earnings inadequate to cover fixed charges:
Fixed Charges 3,229 5,088 14,396 20,693 21,325 23,013
Earnings 805 1,492 1,603 2,252 1,823 66
------ ------ ------- ------- ------- -------
Amount earnings inadequate (2,424) (3,596) (12,793) (18,441) (19,502) (22,947)
====== ====== ======= ======= ======= =======

<CAPTION>
Historical Pro Forma
------------------- ---------

For Six Months Ended June 30,
--------------------------------
1997 1998 1998
------ ------ -------
<S> <C> <C> <C>
Income (loss) before income taxes, minority
interest and extraordinary item (7,106) (9,934) (11,943)

Fixed Charges:

Interest expense 9,740 10,223 10,989

Interest portion of rental expense 232 232 232

Dividends on unconsolidated subsidiary 50 50 50

------ ------ -------
Earnings 2,916 571 (672)

Fixed charges:

Interest expense 9,740 10,223 10,989

Interest portion of rental expense 232 232 232

Dividends on unconsolidated subsidiary 50 50 50

------ ------ -------
Total Fixed Charges 10,022 10,505 11,271

Ratio of Earnings to Fixed Charges n/a n/a n/a

Earnings inadequate to cover fixed charges:
Fixed Charges 10,022 10,505 11,271
Earnings 2,916 571 (672)
------ ------ -------
Amount earnings inadequate (7,106) (9,934) (11,943)
====== ====== =======
</TABLE>

<PAGE> 1
EXHIBIT 21.1

SUBSIDIARIES OF REGISTRANT

CLASSIC CABLE HOLDING, INC. d/b/a Classic Cable
Delaware

PONCA HOLDINGS, INC. d/b/a Classic Cable
Delaware

CLASSIC TELEPHONE, INC. d/b/a Classic Cable
Delaware

UNIVERSAL CABLE HOLDINGS, INC. d/b/a Classic Cable
Delaware

UNIVERSAL CABLE COMMUNICATIONS INC. d/b/a Classic Cable
Delaware

UNIVERSAL CABLE OF BEAVER, OKLAHOMA, INC. d/b/a Classic Cable
Delaware

UNIVERSAL CABLE MIDWEST, INC. d/b/a Classic Cable
Delaware

WT ACQUISITION CORPORATION d/b/a Classic Cable
Delaware

W.K. COMMUNICATIONS, INC. d/b/a Classic Cable
Kansas

TELEVISION ENTERPRISES, INC. d/b/a Classic Cable
Texas

BLACK CREEK COMMUNICATIONS, L.P. d/b/a Classic Cable
Delaware

BLACK CREEK MANAGEMENT, L.L.C. d/b/a Classic Cable
Delaware

<PAGE> 1
Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated July 6, 1998 (except Note 13, as to which the date is
August 14, 1998) in the Registration Statement (Form S-4 No. 333-00000) and the
related Prospectus of Classic Cable, Inc. dated , 1998.

/s/ Ernst & Young LLP

Austin, Texas
September 16, 1998

<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) X
---
--------------

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer Identification Number)

712 Main Street, Houston, Texas 77002
(Address of principal executive offices) (Zip code)

LEE BOOCKER, 712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002 (713) 216-2448
(Name, address and telephone number of agent for service)

CLASSIC CABLE, INC.
(Exact name of obligor as specified in its charter)

DELAWARE 74-2750981
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

515 CONGRESS AVENUE, SUITE 2626
AUSTIN, TEXAS 78701
(Address of principal executive offices) (Zip code)

9 7/8% SENIOR SUBORDINATED NOTES DUE 2008
(Title of indenture securities)

================================================================================
<PAGE> 2

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee. (See Note on Page
7.)

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING
SECURITIES OF THE TRUSTEE.

COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
-------------- ------------------

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH
ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION
IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH
THE FOLLOWING INFORMATION:

(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER
INDENTURE.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

1
<PAGE> 3

ITEM 4. (CONTINUED)

(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE
CLAIM THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION
310(b)(1) OF THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER
ANY SUCH OTHER INDENTURE, INCLUDING A STATEMENT AS TO HOW THE
INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE SECURITIES
ISSUED UNDER SUCH OTHER INDENTURE.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH OBLIGOR
OR UNDERWRITERS.

IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICER OF THE
TRUSTEE IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR
REPRESENTATIVE OF THE OBLIGOR OR OF ANY UNDERWRITER FOR THE
OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING ANY SUCH CONNECTION AND
STATE THE NATURE OF EACH SUCH CONNECTION.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR,
PARTNER AND EXECUTIVE OFFICER OF THE OBLIGOR.

COL. A COL. B COL. C COL. D
PERCENTAGE OF
VOTING SECURITIES
REPRESENTED BY
AMOUNT OWNED AMOUNT GIVEN IN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY COL. C
- ------------- -------------- ------------ ------

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

2
<PAGE> 4

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF
THE TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR
AND EACH DIRECTOR, PARTNER AND EXECUTIVE OFFICER OF EACH SUCH
UNDERWRITER.

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO THE SECURITIES OF THE
OBLIGOR OWNED BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT BY THE TRUSTEE.

COL. A COL. B COL. C COL. D
AMOUNT OWNED
WHETHER THE BENEFICIALLY OR PERCENT OF
SECURITIES HELD AS COLLATERAL CLASS
ARE VOTING SECURITY FOR REPRESENTED BY
OR NONVOTING OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS SECURITIES DEFAULT IN COL. C
- -------------- ---------- ------- ---------

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

3
<PAGE> 5

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR
THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF
SECURITIES OF SUCH UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD
BY THE TRUSTEE.

COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
TITLE OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
- -------------- ----------- ------------------ ---------

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO
THE KNOWLEDGE OF THE TRUSTEE (1) OWNS 10% OR MORE OF THE VOTING
SECURITIES OF THE OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A
SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS
TO THE VOTING SECURITIES OF SUCH PERSON.

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

<PAGE> 6

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50% OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY
FOR OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE
KNOWLEDGE OF THE TRUSTEE, OWNS 50% OR MORE OF THE VOTING
SECURITIES OF THE OBLIGOR, FURNISH THE FOLLOWING INFORMATION AS TO
EACH CLASS OF SECURITIES OR SUCH PERSON ANY OF WHICH ARE SO OWNED
OR HELD BY THE TRUSTEE.

COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR PERCENT OF
HELD AS COLLATERAL CLASS
TITLE OF ISSUER SECURITY FOR REPRESENTED BY
AND AMOUNT OBLIGATIONS IN AMOUNT GIVEN
TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN COL. C
-------------- ----------- ------------------ ---------

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO
THE TRUSTEE, FURNISH THE FOLLOWING INFORMATION:

COL. A COL. B COL. C

NATURE OF AMOUNT
INDEBTEDNESS OUTSTANDING DATE DUE
------------ ----------- --------

Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.

ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.

There is not, nor has there been, a default with respect to the securities
under this indenture. (See Note on Page 7.)

<PAGE> 7

ITEM 13. (CONTINUED)

(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN
ONE OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER
THERE HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY
THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH
DEFAULT.

There has not been a default under any such indenture or series. (See
Note on Page 7.)

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.

ITEM 15. FOREIGN TRUSTEE.

IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE
IS AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR
TO BE QUALIFIED UNDER THE ACT.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF
ELIGIBILITY.

o 1. A copy of the articles of association of the trustee now in
effect.

# 2. A copy of the certificate of authority of the trustee to
commence business.

* 3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors
of the Federal Reserve System under date of January 21, 1948.

+ 4. A copy of the existing bylaws of the trustee.

5. Not applicable.

6
<PAGE> 8
6. The consent of United States institutional trustees required by
Section 321(b) of the Act.

[] 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.

8. Not applicable.

9. Not applicable.

NOTE REGARDING INCORPORATED EXHIBITS

Effective January 20, 1998, the name of the Trustee was changed from
Texas Commerce Bank National Association to Chase Bank of Texas,
National Association. The exhibits incorporated herein by reference,
including Exhibit 7, the Trustee's Consolidated Reports of Condition
and Income for the fourth quarter of 1997, were filed under the former
name of the Trustee.

o Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and Exchange
Commission as exhibits to the Form S-3 File No. 33-56195.

# Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and Exchange
Commission as exhibits to the Form S-3 File No. 33-42814.

* Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and Exchange
Commission as exhibits to the Form S-II File No. 33-25132.

+ Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and Exchange
Commission as exhibits to the Form S-3 File No. 33-65055.

[] Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and Exchange
Commission as exhibits to the Form S-4 File No. 333-47745.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by
the trustee of all facts on which to base responsive answers to Items 2
and 13, the answers to said Items are based on incomplete information.
Such Items may, however, be considered as correct unless amended by an
amendment to this Form T-1.

7
<PAGE> 9

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939
THE TRUSTEE, CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, A NATIONAL
BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED
STATES OF AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL
IN THE CITY OF AUSTIN, AND STATE OF TEXAS, ON THE 16 OF SEPTEMBER,
1998.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Trustee)

By: /s/ CARY W. GILLIAM
--------------------------------
Cary W. Gilliam
Vice President and Trust Officer

8
<PAGE> 10

EXHIBIT 6

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

The undersigned is trustee under an Indenture dated as of a date on or
about July 29, 1998, between Classic Cable, Inc. (the "Company") and Chase Bank
of Texas, National Association, as Trustee, entered into in connection with the
issuance of the Company's 9 7/8% Senior Subordinated Notes due 2008.

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.

Very truly yours,

CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Trustee

By: /s/ CARY W. GILLIAM
--------------------------------
Cary W. Gilliam
Vice President and Trust Officer

<ARTICLE> 5
<CIK> 0001069604
<NAME> Classic Cable, Inc.
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> JAN-01-1997 JAN-01-1998
<PERIOD-END> DEC-31-1997 JUN-30-1998
<CASH> 616 1,845
<SECURITIES> 0 0
<RECEIVABLES> 5,531 5,018
<ALLOWANCES> 762 182
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,992 7,297
<PP&E> 96,850 101,051
<DEPRECIATION> 28,211 33,716
<TOTAL-ASSETS> 220,467 211,453
<CURRENT-LIABILITIES> 11,518 11,290
<BONDS> 0 0
0 0
1,292 1,292
<COMMON> 0 0
<OTHER-SE> (16,414) (7,800)
<TOTAL-LIABILITY-AND-EQUITY> 220,468 211,453
<SALES> 0 0
<TOTAL-REVENUES> 60,995 32,214
<CGS> 0 0
<TOTAL-COSTS> 62,953 31,989
<OTHER-EXPENSES> (3,215) (64)
<LOSS-PROVISION> 762 182
<INTEREST-EXPENSE> 20,759 10,223
<INCOME-PRETAX> (19,502) (9,934)
<INCOME-TAX> (7,149) (1,371)
<INCOME-CONTINUING> (12,353) (8,563)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (12,353) (8,563)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>