


<PAGE>



                                                                 Exhibit 10.39
                                                                [CONFORMED COPY]


                                 AMENDMENT NO. 1

               AMENDMENT NO. 1 dated as of August 9, 1996 among:

               (1)  CCC - I, INC., a Delaware corporation ("CCC-I"), PULLMAN TV
        CABLE CO., INC., a Washington corporation ("Pullman") and KOOTENAI
        CABLE, INC., a Delaware corporation ("Kootenai"; CCC-I, Pullman and
        Kootenai are, individually, each a "Borrower" and, collectively, the
        "Borrowers");

               (2)  the lenders (the "Lenders") listed on the
        signature pages hereof under the caption "EXISTING LENDERS";

               (3)  the lenders (the "Retiring Lenders") listed on the
        signature pages hereof under the caption "RETIRING LENDERS";
        and

               (4)  CITIBANK, N.A. ("Citibank"), as agent (the
        "Agent") for the Lenders.

               The Borrowers, certain of the Lenders, the Retiring Lenders, the
Agent and the Managing Agents are parties to a Credit Agreement dated as of
August 4, 1995 (as heretofore modified and supplemented and in effect on the
date hereof, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Lenders to the Borrowers in an
aggregate principal amount not exceeding $525,000,000 at any one time
outstanding. The Retiring Lenders wish to resign as "Lenders" under the Credit
Agreement and the Borrowers, the Lenders and the Agent wish to amend the Credit
Agreement in certain respects. Accordingly, the parties hereto hereby agree as
follows:

               Section 1.  Definitions.  Except as otherwise defined
in this Amendment No. 1, terms defined in the Credit Agreement
are used herein as defined therein.

               Section 2.  Amendments.  Subject to the satisfaction of
the conditions precedent specified in Section 4 below, but
effective as of the date hereof, the Credit Agreement shall be
amended as follows:

               A.  General.  References in the Credit Agreement to
"this Agreement" (and indirect references such as "hereunder",

                           CCC - I -- Amendment No. 1


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<PAGE>


                                      - 2 -

"hereby", "herein" and "hereof") shall be deemed to be references to the Credit
Agreement as amended hereby. References in the Credit Agreement to "the A Notes"
and "the Notes" shall be deemed to include reference to the New Notes under and
as defined in Section 4(B) hereof.

               B. Definitions. Section 1.01 of the Credit Agreement shall be
amended by adding the following new definitions (to the extent such definitions
are not presently set forth in said Section 1.01) and amending in their entirety
the following definitions (to the extent such definitions are presently set
forth in said Section 1.01), as follows:

               "Amendment Effective Date" means the earliest date as
        of which all of the conditions precedent set forth in
        Section 4 of Amendment No. 1 shall have been satisfied.

               "Amendment No. 1" means Amendment No. 1 hereto dated as
        of August 9, 1996.

               "Lenders" means the lenders listed on Schedule II hereto under
        the caption "EXISTING LENDERS" and each Eligible Assignee that shall
        become a party hereto after the Amendment Effective Date pursuant to
        Section 9.07.

               "Termination Date" means August 31, 1999 or the earlier date of
        termination in whole of the Commitments pursuant to Section 2.05 or
        6.01.

               C. A Advances. Section 2.01 of the Credit Agreement shall be
amended by amending the first sentence thereof to read as follows:

               "Each Lender severally agrees, on the terms and conditions
        hereinafter set forth, to make A Advances to the Borrowers from time to
        time on any Business Day during the period from the date hereof until
        the Termination Date in an aggregate amount not to exceed at any time
        outstanding the amount set forth opposite such Lender's name on Schedule
        II hereto or, if such Lender has entered into any Assignment and
        Acceptance after the Amendment Effective Date, set forth for such Lender
        in the Register maintained by the Agent pursuant to Section 9.07(c), as
        such amount may be reduced pursuant to Section 2.05 (such Lender's
        'Commitment'), provided that the aggregate amount of the Commitments of
        the

                           CCC - I -- Amendment No. 1


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<PAGE>


                                      - 3 -

        Lenders shall be in each case deemed used from time to time to the
        extent of the aggregate amount of the B Advances then outstanding and
        such deemed use of the aggregate amount of the Commitments shall be
        applied to the Lenders ratably according to their respective Commitments
        (such deemed use of the aggregate amount of the Commitments being a 'B
        Reduction')."

               D. Commitment Fee. Section 2.04(a) of the Credit Agreement shall
be amended to read as follows:

               "(a) Commitment Fee. The Borrowers jointly and severally agree to
        pay to the Agent for the account of each Lender a commitment fee on the
        average daily unused portion of such Lender's Commitment (determined
        without giving effect to any B Reduction) from the Amendment Effective
        Date (or, in the case of each Eligible Assignee that becomes a Lender
        after the Amendment Effective Date, from the effective date specified in
        the Assignment and Acceptance pursuant to which it became a Lender)
        until the Termination Date at the rate of (i) 3/8 of 1% per annum during
        each period in which the applicable Rate Ratio is greater than or equal
        to 5.0:1, and (ii) 1/4 of 1% per annum during each period in which the
        applicable Rate Ratio is less than 5.0:1, payable on the last day of
        each November, February, May and August during the term of such Lender's
        Commitment, commencing on the first such day after the Amendment
        Effective Date, and on the Termination Date. Each retroactive change in
        the Rate Ratio pursuant to Section 2.07(d) shall be given retroactive
        effect in determining the applicable commitment fee rate pursuant to
        this Section 2.04(a) for a period of time identical to that given such
        retroactive change in the Rate Ratio. If any such retroactive change
        occurs in the commitment fee rate payable for a period for which a
        Borrower has already paid commitment fees, then any overpayment of
        commitment fees by such Borrower resulting therefrom shall be credited
        to future commitment fee or other payment obligations of such Borrower
        and any underpayment of commitment fees by such Borrower resulting
        therefrom shall be paid by such Borrower to the Agent for the account of
        the Lenders upon demand by the Agent."

                           CCC - I -- Amendment No. 1


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<PAGE>


                                      - 4 -

               E. Repayment of A Advances. Section 2.06 of the Credit Agreement
shall be amended to read as follows:

               "SECTION 2.06. Repayment of A Advances. Each Borrower shall repay
        the principal amount of each A Advance made to it owing to each Lender
        on each of the principal installment dates listed below commencing
        November 30, 1999 and ending August 31, 2004 and the amount to be paid
        on each such principal repayment installment date shall equal the
        product obtained by multiplying (x) the unpaid principal amount of such
        A Advance outstanding on the Termination Date by (y) the percentage set
        forth below for that principal repayment installment date:


<TABLE>
<CAPTION>
                       Last day of        Last day of        Last day of       Last day of
       Year             February             May              August            November
       ----             --------             ---              ------            --------
       <S>             <C>                 <C>               <C>               <C>
       1999               XXX                XXX                XXX              4.000%

       2000              4.000%            4.000%             4.000%             4.500%

       2001              4.500%            4.500%             4.500%             5.250%

       2002              5.250%            5.250%             5.250%             5.750%

       2003              5.750%            5.750%             5.750%             5.500%

       2004              5.500%            5.500%             5.500%              XXX
</TABLE>


        provided, however, that the last such installment shall be in the amount
        necessary to repay in full the unpaid principal amount of such A
        Advance."

               F. Interest on A Advances. Sections 2.07(a)(i) and (ii) of the
Credit Agreement shall be amended to read respectively as follows:

               "(i) Base Rate Advances. During such periods as such A Advance is
        a Base Rate Advance, a rate per annum equal at all times to the sum of
        the Base Rate in effect from time to time plus:

                    (A) 5/8 of 1% per annum during each period in which the
               applicable Rate Ratio is greater than or equal to 6.0:1,



                           CCC - I -- Amendment No. 1


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                                      - 5 -

                      (B) 1/2 of 1% per annum during each period in which the
               applicable Rate Ratio is less than 6.0:1 and greater than or
               equal to 5.5:1,

                      (C) 1/8 of l% per annum during each period in which the
               applicable Rate Ratio is less than 5.5:1 and greater than or
               equal to 5.0:1, and

                      (D) 0% per annum during each period in which the
               applicable Rate Ratio is less than 5.0:1,

        payable in arrears on the last day of each May, August, November and
        February during such periods and on the date such Base Rate Advance
        shall be Converted or paid in full.

               (ii) Eurodollar Rate Advance. During such periods as such A
        Advance is a Eurodollar Rate Advance, a rate per annum equal at all
        times during each Interest Period for such A Advance to the sum of the
        Eurodollar Rate for such Interest Period for such A Advance plus:

                      (A) 1 and 5/8% per annum during each period in which the
               applicable Rate Ratio is greater than or equal to 6.0:1,

                      (B) 1 and 3/8% per annum during each period in which the
               applicable Rate Ratio is less than 6.0:1 and greater than or
               equal to 5.5:1,

                      (C) 1 and 1/8% per annum during each period in which the
               applicable Rate Ratio is less than 5.5:1 and greater than or
               equal to 5.0:1,

                      (D) 7/8 of 1% per annum during each period in which the
               applicable Rate Ratio is less than 5.0:1 and greater than or
               equal to 4.5:1, and

                      (E) 3/4 of 1% per annum during each period in which the
               applicable Rate Ratio is less than 4.5:1,

        payable in arrears on the last day of such Interest Period and, if such
        Interest Period is greater than three months, on the last day of each
        three-month period during such Interest Period."




                           CCC - I -- Amendment No. 1


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                                      - 6 -

               G. Adjusted CD Rate Option. Section 2.07(a) of the Credit
Agreement shall be amended by adding the following new paragraph (iv) thereto:

               "(iv) Discontinuation of Adjusted CD Rate Option. Notwithstanding
        anything herein or in the other Loan Documents to the contrary, after
        the Amendment Effective Date A Advances bearing interest at rates based
        upon the Adjusted CD Rate will no longer be available hereunder. In such
        connection, after the Amendment Effective Date the Borrower shall not
        (1) borrow (or request any A Borrowing of) any Adjusted CD Rate
        Advances, (2) continue any Adjusted CD Rate Advances outstanding on the
        Amendment Effective Date for subsequent Interest Periods or (3) Convert
        any other Type of A Advances into Adjusted CD Rate Advances. Each
        Adjusted CD Rate Advance outstanding on the Amendment Effective Date
        shall, subject to the terms and conditions hereof, Convert to another
        Type of Advance on the last day of the then-current Interest Period
        therefor."

               H. Mandatory Prepayments. Section 2.10(b) of the Credit Agreement
shall be amended by amending paragraph (i) thereof to read as follows:

               "(i) Sales of Assets. Each Borrower shall, on each date on which
        such Borrower or any of its Subsidiaries receives any Net Cash Proceeds
        from the sale, lease, transfer or other disposition (each, a
        "Disposition") of any asset of such Borrower or any such Subsidiary
        (other than sales of assets in the ordinary course of business and any
        exchange of assets permitted by Section 5.02(e)(iv)), prepay an
        aggregate principal amount of the A Advances comprising part of the same
        A Borrowings equal to such Net Cash Proceeds (or, if less, the aggregate
        unpaid principal amount of all A Advances), together with accrued
        interest to the date of such prepayment on the principal amount prepaid
        and all amounts then owing under Section 9.04(b) in respect of such
        prepayment. Notwithstanding the foregoing, the Borrowers shall not be
        required to make a prepayment pursuant to this paragraph (b)(i) with
        respect to the Net Cash Proceeds from any Disposition (a "Relevant
        Disposition") if (1) the applicable Rate Ratio is less than or equal to
        5.0:1 on the date of receipt of such Net Cash Proceeds, (2) such
        Borrower advises the Agent at the time the Net Cash Proceeds from such
        Relevant Disposition are




                           CCC - I -- Amendment No. 1


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<PAGE>


                                      - 7 -

        received that it intends to reinvest such Net Cash Proceeds in
        replacement assets pursuant to a transaction permitted under Section
        5.02(f) hereof, (3) such Net Cash Proceeds are in fact committed to be
        reinvested by such Borrower pursuant to a purchase contract providing
        for the acquisition of such replacement assets that is executed by such
        Borrower (or any of its Subsidiaries) and the related seller within 180
        days from the date of such Relevant Disposition and (4) the acquisition
        of such replacement assets occurs within 180 days from the date on which
        such purchase contract is so executed and delivered. If at any time
        after the occurrence of a Relevant Disposition and prior to the
        acquisition of the related replacement assets the 180-day period
        provided in clause (3) or (4) of the preceding sentence shall elapse
        without execution of the related purchase contract (in the case of said
        clause (3)) or the occurrence of the related acquisition (in the case of
        said clause (4)), then such Borrower shall immediately prepay the A
        Advances in the amount described in the first sentence of this Section
        2.10(b)(i)."

               I. Representations. Section 4.01(e) of the Credit Agreement shall
be amended by substituting "May 31, 1995" for each reference therein to "May 31,
1994" and by substituting "February 29, 1996" for each reference therein to
"February 28, 1994".

               J. Financial Covenants. Sections 5.01(h), (i) and (j) of the
Credit Agreement shall be amended to read as follows:

               "(h)   Ratio of EBIDT to Debt Service for Total Debt/Pro-
        Forma Debt Service Ratio.  Maintain, as of the last day of
        each Fiscal Period, the ratio of

                      (i)    EBIDT for such Fiscal Period, to

                      (ii)   the aggregate Debt Service for Total Debt for
               such Fiscal Period,

        of at least 1.15:1 as of each such day that occurs on or before August
        31, 1999 and a Pro-Forma Debt Service Ratio for such Borrower of at
        least 1.15:1 as of each such day that occurs thereafter.



                           CCC - I -- Amendment No. 1


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                                      - 8 -

               (i) Ratio of Total Debt to EBIDT. Maintain, as of the last day of
        each Fiscal Period whose last day occurs during any period set out
        below, the ratio of Total Debt as of such last day to EBIDT for such
        Fiscal Period of less than the ratio set out below next to such period:

               Period                                    Ratio
               ------                                    -----
             from the date hereof
               through 8/31/97                           6.25:1
             thereafter through 8/31/98                  6.00:1
             thereafter through 8/31/99                  5.50:1
             thereafter through 8/31/00                  5.00:1
             thereafter through 8/31/01                  4.50:1
             thereafter                                  4.00:1

               (j)    Ratio of EBIDT to Interest Expense for Total Debt.
        Maintain, as of the last day of each Fiscal Period, the
        ratio of

                      (i)  EBIDT for such Fiscal Period, to

                      (ii) the sum of all amounts payable during such Fiscal
               Period by the Borrowers and their Subsidiaries on account of
               interest and amortization of debt discount and expense, and
               commitment, letter of credit, agency and other fees with respect
               to Total Debt,

        of at least 1.50:1 for each Fiscal Period ending on or before May 31,
        1998, at least 1.75:1 for each Fiscal Period ending after May 31, 1998
        and on or before May 31, 1999, and at least 2.00:1 for each Fiscal
        Period ending thereafter."

               K. Debt Covenant. Section 5.02(b) of the Credit Agreement shall
be amended by substituting "prior to August 31, 2004" for "prior to August 31,
2003" in clause (B) of paragraph (viii) thereof.

               L. Sales, Etc., of Assets. Section 5.02(e) of the Credit
Agreement shall be amended to read as follows:

               "(e)   Sales, Etc. of Assets.  Sell, assign, lease,
        transfer or otherwise dispose of, or permit any of its
        Subsidiaries to sell, assign, lease, transfer or otherwise
        dispose of, any of its assets, including (without



                           CCC - I -- Amendment No. 1


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                                      - 9 -

        limitation) substantially all assets constituting the business of a
        division, branch or other unit operation, except:

                     (i) for sales of assets for cash in the ordinary course of
               its business,

                    (ii) for disposition of obsolete equipment no longer needed
               in the conduct of such Borrower's or such Subsidiary's business,

                   (iii) in a transaction authorized by  subsection (d) of this
               Section 5.02 or

                    (iv) for sales of fixed assets for cash or in exchange
               (by way of trade or the like) for like operating assets; provided
               that: (A) the aggregate Asset EBIDT of all such assets so sold or
               exchanged by the Borrowers and their Subsidiaries, on a Combined
               basis, during, and for, the Fiscal Period then most recently
               ended does not exceed 15% of EBIDT for such Fiscal Period; (B)
               the sum of the Asset EBIDT Percentages for all such assets so
               sold or exchanged by the Borrowers and their Subsidiaries, on a
               Combined basis, during the period of five years ending on the
               date of the relevant sale or exchange does not exceed 25%; and
               (C) each Borrower shall have given the Agent at least 30 days'
               prior written notice with a copy to the Agent for delivery to
               each Lender of each such sale or exchange together with
               sufficient information with a copy to the Agent for delivery to
               each Lender to enable the Agent to determine the respective Asset
               EBIDT of the assets involved in such sale or exchange. For
               purposes of this paragraph (iv):

                      'Asset EBIDT' means, for any asset for any period, the net
               income (or loss) attributable to the operation of such asset for
               such period plus the sum of interest expense, depreciation and
               amortization expense and provision for income taxes to the extent
               deducted in computing such net income (or loss).

                      'Asset EBIDT Percentage' means, for any asset sold or
               exchanged, the ratio (expressed as a percentage) of (1) the Asset
               EBIDT of such asset for the Fiscal Period




                           CCC - I -- Amendment No. 1


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<PAGE>


                                     - 10 -

               ending on or most recently ended prior to the sale or exchange of
               such asset to (2) EBIDT for such Fiscal Period (determined,
               however, without giving effect to paragraph (ii) of the
               definition of EBIDT with respect to the assets so sold or
               exchanged)."

               M.  Investments.  Section 5.02(f) of the Credit Agreement shall
be amended:

               (1)  by substituting "$50,000,000" for "$40,000,000" in
        paragraph (i) thereof; and

               (2)  by amending paragraph (vi) thereof to read as follows:

                    "(vi) advances by the Borrowers to their respective Parent
               Companies in an aggregate amount not to exceed, for any Fiscal
               Quarter, the excess, if any, of (i) the amount permitted to be
               dividended by the Borrowers to their respective Parent Companies
               pursuant to Section 5.02(g)(iii) for such Fiscal Quarter over
               (ii) (A) the aggregate amount of dividends actually distributed
               by the Borrowers to their respective Parent Companies for such
               Fiscal Quarter pursuant to such Section 5.02(g)(iii) plus (B) the
               aggregate amount actually used to redeem the CCC-I Preferred
               Stock described in Section 3.01(e) for such Fiscal Quarter
               pursuant to Section 5.02(g)(iv);".

               N.  Dividends.  Section 5.02(g) of the Credit Agreement
shall be amended by adding the following paragraph to the end thereof:

               "Notwithstanding anything in this Section 5.02(g) or in Section
        5.02(f) to the contrary, amounts available in any Fiscal Quarter for
        cash dividends pursuant to Section 5.02(g)(iii)(x) and advances pursuant
        to Section 5.02(f)(vi) that are not so used in such Fiscal Quarter shall
        be available (subject to the proviso to Section 5.02(g)(iii)) for such
        cash dividends and advances until the end of the first Fiscal Quarter of
        the following Fiscal Year."

               O.  Schedule II.  The Credit Agreement shall be amended
by adding Schedule II hereto as Schedule II thereto.




                           CCC - I -- Amendment No. 1


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<PAGE>


                                     - 11 -

               P.  Exhibit K. The Credit Agreement shall be amended by amending
Exhibit K thereto to read as set forth on Exhibit K hereto.

               Section 3.  Representations and Warranties.  The Borrowers
represent and warrant to the Lenders that:

               (a) the representations and warranties set forth in Section 4.01
        of the Credit Agreement (as amended hereby), other than Section 4.01(f)
        are correct on the date hereof as if made on and as of the date hereof
        (or, if any such representation or warranty is expressly stated in said
        Section 4.01 (as so amended) to have been made as of a specific date, as
        of such specific date) and as if each reference in said Section 4.01 to
        "this Agreement", "the A Notes" and "the Notes" included reference to
        this Amendment No. 1 and to the New Notes; and

               (b) no event has occurred and is continuing which constitutes an
        Event of Default or would constitute an Event of Default but for the
        requirement that notice be given or time elapse or both.

               Section 4. Conditions Precedent. As provided in Section 2 above,
the amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:

               A.  Execution by All Parties.  This Amendment No. 1 shall have
        been executed and delivered by each of the parties hereto.

               B.  Notes and Advances. Each Borrower shall have delivered to the
        Agent for each of the Lenders a promissory note of such Borrower in
        substantially the form of Exhibit A-1 to the Credit Agreement, dated the
        date of the A Notes delivered pursuant to Section 3.01(a) of the Credit
        Agreement, payable to the order of such Lender in a principal amount
        equal to its Commitment and otherwise duly completed, and each of such
        promissory notes (a "New Note") delivered to the Lenders shall
        constitute an "A Note" under the Credit Agreement as amended hereby. In
        addition, the Borrowers shall have borrowed from, and each of the
        Lenders shall have made A Advances to, the Borrowers and
        (notwithstanding the provisions of Section 2.10(a) of the


                           CCC - I -- Amendment No. 1


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                                     - 12 -

        Credit Agreement requiring that prepayments be made ratably in
        accordance with the principal amounts of the A Advances held by the
        Lenders) the Borrowers shall have prepaid A Advances made by the other
        Lenders and shall have prepaid the A Advances and B Advances made by the
        Retiring Lenders in such amounts as shall be necessary, together with
        accrued interest and any amounts payable under Section 9.04(b) of the
        Credit Agreement, so that after giving effect to such A Advances and
        prepayments, the A Advances (including, without limitation, the Types
        and Interest Periods thereof) shall be held by the Lenders pro rata in
        accordance with the respective amounts of their Commitments.

               C.  Documents.  The Agent shall have received the
        following documents, each of which shall be satisfactory to
        the Agent in form and substance:

                      (1) Corporate Documents. Certified copies of the charter
               and by-laws (or equivalent documents) of each of the Borrowers
               and their respective Subsidiaries (or, in the alternative, a
               certification to the effect that none of such documents has been
               modified since delivery thereof pursuant to the Credit Agreement)
               and of all corporate authority for the Borrowers (including,
               without limitation, board of director resolutions and evidence of
               the incumbency of officers for the Borrowers) with respect to the
               execution, delivery and performance of this Amendment No. 1 and
               the Credit Agreement as amended hereby and the loans under the
               Credit Agreement as amended hereby, the New Notes and each other
               document to be delivered by the Borrowers from time to time in
               connection with the Credit Agreement as amended hereby (and the
               Agent and each Lender may conclusively rely on such certificate
               until it receives notice in writing from the Borrowers to the
               contrary).

                      (2) Opinions. A favorable opinion of Leavy Rosensweig &
               Hyman, counsel for the Borrowers, as to such matters as any
               Lender through the Agent may reasonably request; and a favorable
               opinion of Milbank, Tweed, Hadley & McCloy, special New York
               counsel to the Agent.



                           CCC - I -- Amendment No. 1


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                                     - 13 -

                      (3)  Other Documents.  Such other documents as the
               Agent or any Lender or special New York counsel to the
               Agent may reasonably request.

               D.  Amendment Fees, Etc. The Borrowers shall have paid to the
        Agent all fees agreed to be paid by the Borrowers in connection with
        this Amendment No. 1 and the transactions contemplated hereby.

               E.  Interest; Commitment Fee, Etc. The Borrowers shall have paid:
        (1) all interest and other amounts owing in respect of the Advances
        owing to the Retiring Lenders, (2) all interest accrued on the A
        Advances owing to the Existing Lenders and (3) all commitment fee
        payable under Section 2.04(a) of the Credit Agreement, in each case to
        the extent accrued to the Amendment Effective Date.

               F.  Expenses.  The Borrowers shall have paid all
        accrued fees and expenses of the Agent and CSI (including
        the accrued fees and disbursements of counsel to the Agent
        and CSI).

               Section 5. Retiring Lenders. On the Amendment Effective Date,
upon the repayment of each Retiring Lender's Advances as provided in Section
4(B) hereof and all other amounts owing to such Retiring Lender as provided in
Section 4(E) hereof, each Retiring Lender shall cease to be a Lender (and if
such Retiring Lender is also a Managing Agent, such Retiring Lender shall cease
to be a Managing Agent) for all purposes of the Credit Agreement and the other
Loan Documents.

               Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.



                           CCC - I -- Amendment No. 1


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<PAGE>


                                     - 14 -

               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.

                                            BORROWERS
                                            ----------

                                            CCC-I, INC.

                                            By /s/ Scott N. Schneider
                                               ---------------------------------
                                               Name:  Scott N. Schneider
                                               Title: Senior Vice President
                                                        and Treasurer


                                            PULLMAN TV CABLE CO., INC.

                                            By /s/ Scott N. Schneider
                                               ---------------------------------
                                               Name:  Scott N. Schneider
                                               Title: Senior Vice President
                                                        and Treasurer


                                            KOOTENAI CABLE, INC.

                                            By /s/ Scott N. Schneider
                                               ---------------------------------
                                               Name:  Scott N. Schneider
                                               Title: Senior Vice President
                                                        and Treasurer

                                            AGENT
                                            -----

                                            CITIBANK, N.A.,
                                              as Agent

                                            By /s/ Mary E. Thomas
                                               ---------------------------------
                                               Name:  Mary E. Thomas
                                               Title: Attorney-in-Fact



                           CCC - I -- Amendment No. 1


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                                     - 15 -

                                            EXISTING LENDERS
                                            ----------------

                                            CITIBANK, N.A.

                                            By /s/ Mary E. Thomas
                                               ---------------------------------
                                               Name:  Mary E. Thomas
                                               Title: Attorney-in-Fact

                                            BANK OF AMERICA NATIONAL
                                              TRUST & SAVINGS ASSOCIATION

                                            By /s/ Shannon T. Ward
                                               ---------------------------------
                                               Name:  Shannon T. Ward
                                               Title: Vice President

                                            THE CHASE MANHATTAN BANK (formerly
                                              named Chemical Bank)

                                            By /s/ John J. Huber
                                               ---------------------------------
                                               Title: Managing Director

                                            CIBC INC.

                                            By /s/ Susan E. Hanna
                                               ---------------------------------
                                               Name:  Susan E. Hanna
                                               Title: Director

                                            LTCB TRUST COMPANY

                                            By /s/ John J. Sullivan
                                               ---------------------------------
                                               Name:  John J. Sullivan
                                               Title: Executive Vice President

                                            SOCIETE GENERALE

                                            By /s/ Mark Vigil
                                               ---------------------------------
                                               Name:  Mark Vigil
                                               Title: Vice President


                           CCC - I -- Amendment No. 1


<PAGE>
 
<PAGE>


                                     - 16 -

                                            THE SUMITOMO BANK, LIMITED -
                                              CHICAGO BRANCH

                                            By /s/ Hiroyuki Iwami
                                               ---------------------------------
                                               Name:  Hiroyuki Iwami
                                               Title: Joint General Manager

                                            THE SUMITOMO BANK, LIMITED -
                                              U.S. COMMERCIAL BANKING
                                              DEPARTMENT (as successor by
                                              assignment from the Daiwa Bank
                                              Limited)

                                            By /s/ Brian M. Smith
                                               ---------------------------------
                                               Name:  Brian M. Smith
                                               Title: Senior Vice President and
                                                        Regional Manager (East)

                                            By /s/ William N. Paty
                                               ---------------------------------
                                               Name:  William N. Paty
                                               Title: Vice President and
                                                        Manager

                                            THE TORONTO-DOMINION BANK

                                            By /s/ Jorge A. Garcia
                                               ---------------------------------
                                               Name:  Jorge A. Garcia
                                               Title: Manager Credit
                                                        Administration

                                            THE FIRST NATIONAL BANK OF BOSTON

                                            By /s/ Mark S. Denomme
                                               ---------------------------------
                                               Name:  Mark S. Denomme
                                               Title: Director

                                            CREDIT LYONNAIS
                                              CAYMAN ISLANDS BRANCH

                                            By /s/ Mark A. Campellone
                                               ---------------------------------
                                               Name:  Mark A. Campellone
                                               Title: Vice President



                           CCC - I -- Amendment No. 1


<PAGE>
 
<PAGE>


                                     - 17 -

                                            THE NIPPON CREDIT BANK, LTD.

                                            By /s/ David C. Carrington
                                               ---------------------------------
                                               Name:  David C. Carrington
                                               Title: Vice President and
                                                        Manager

                                            THE BANK OF TOKYO - MITSUBISHI
                                              TRUST COMPANY

                                            By /s/ Augustine Okwu, Jr.
                                               --------------------------------
                                               Name:  Augustine Okwu, Jr.
                                               Title: Vice President

                                            CORESTATES BANK, N.A.

                                            By /s/ Chris Kalmbach
                                               ---------------------------------
                                               Name:  Chris Kalmbach
                                               Title: Vice President

                                            THE DAI-ICHI KANGYO BANK, LTD.,
                                              NEW YORK BRANCH

                                            By /s/ Seiji Imai
                                               ---------------------------------
                                               Name:  Seiji Imai
                                               Title: Vice President

                                            THE SUMITOMO TRUST & BANKING CO.
                                              LTD.

                                            By /s/ Suraj P. Bhatia
                                               ---------------------------------
                                               Name:  Suraj P. Bhatia
                                               Title: Senior Vice President
                                                        Manager, Corporate
                                                        Finance Department

                                            BANK OF HAWAII

                                            By /s/ J. Bryan Scearce
                                               ---------------------------------
                                               Name:  J. Bryan Scearce
                                               Title: Vice President



                           CCC - I -- Amendment No. 1


<PAGE>
 
<PAGE>


                                     - 18 -

                                            BANQUE NATIONALE DE PARIS

                                            By /s/ Serge Desrayaud
                                               ---------------------------------
                                               Name:  Serge Desrayaud
                                               Title: Vice President
                                                        Team Leader

                                            By /s/ Pamela Lucash
                                               ---------------------------------
                                               Name:  Pamela Lucash
                                               Title: Assistant Treasurer

                                            THE INDUSTRIAL BANK OF JAPAN,
                                              LIMITED

                                            By /s/ Jeffrey Cole
                                               ---------------------------------
                                               Name:  Jeffrey Cole
                                               Title: Senior Vice President

                                            MELLON BANK, N.A.

                                            By /s/ John T. Kranefuss
                                               ---------------------------------
                                               Name:  John T. Kranefuss
                                               Title: Assistant Vice President

                                            NATIONAL BANK OF CANADA

                                            By /s/ Teresa Carrasco
                                               ---------------------------------
                                               Name:  Teresa Carrasco
                                               Title: Vice President

                                            By /s/ Theresa White
                                               ---------------------------------
                                               Name:  Theresa White
                                               Title: Assistant Vice President



                           CCC - I -- Amendment No. 1


<PAGE>
 
<PAGE>


                                     - 19 -

                                            RETIRING LENDERS

                                            MEESPIERSON N.V.

                                            By /s/ John O'Connor
                                               ---------------------------------
                                               Name:  John O'Connor
                                               Title: Senior Vice President

                                            FLEET NATIONAL BANK

                                            By /s/ Alexander G. Ivanov
                                               ---------------------------------
                                               Name:  Alexander G. Ivanov
                                               Title: Assistant Vice President



                           CCC - I -- Amendment No. 1


<PAGE>
 
<PAGE>



                                                                     SCHEDULE II



EXISTING LENDERS                                 Commitment
----------------                                -----------
Citibank, N.A.                                  $28,000,000

Bank of America National
  Trust & Savings Association                   $38,000,000

The Chase Manhattan Bank                        $23,000,000

CIBC Inc.                                       $38,000,000

LTCB Trust Company                              $38,000,000

Societe Generale                                $38,000,000

The Sumitomo Bank, Limited -
  Chicago Branch                                $28,000,000

The Sumitomo Bank, Limited -
  U.S. Commercial Banking Department            $15,000,000

The Toronto-Dominion Bank                       $25,000,000

The First National Bank of Boston               $15,000,000

Credit Lyonnais
  Cayman Islands Branch                         $33,000,000

The Nippon Credit Bank, Ltd.                    $33,000,000

The Bank of Tokyo -
  Mitsubishi Trust Company                      $40,000,000

Corestates Bank, N.A.                           $15,000,000

The Dai-ichi Kangyo Bank, Ltd.,
  New York Branch                               $15,000,000

The Sumitomo Trust & Banking Co. Ltd.           $15,000,000

Bank of Hawaii                                  $10,000,000

Banque Nationale de Paris                       $25,000,000

The Industrial Bank of Japan, Limited           $15,000,000

Mellon Bank, N.A.                               $23,000,000

National Bank of Canada                         $15,000,000

Total of Commitments:                          $525,000,000


<PAGE>
 
<PAGE>



                                                                       EXHIBIT K

                                   CCC-I, INC.
                           PULLMAN TV CABLE CO., INC.
                              KOOTENAI CABLE, INC.

                             COMPLIANCE CERTIFICATE
                        (Pursuant to Section 5.03 of the
                       Credit Agreement referred to below)


                                                          ----------------------
                                                          ("Preparation Date")

To Each of the Lenders and                                For Fiscal Quarter
        Managing Agents parties                             ended ____________*
        to the Credit Agreement                           For Fiscal Year
        referred to below                                   ended ____________*
        and to Citibank, N.A., as
        Agent


               I,            (Insert name)         ,
                 ----------------------------------
          (Insert title)              of CCC-I, Inc., a Delaware
----------------------------------------
corporation ("CCC-I"),            (Insert name)         ,
                      ----------------------------------
          (Insert title)             , of Pullman TV Cable Co.,
-------------------------------------
Inc., a Washington corporation ("Pullman"), and
           (Insert name)         ,           (Insert
---------------------------------  -----------------
title) , of Kootenai Cable, Inc., a Delaware corporation ("Kootenai" and,
collectively with CCC-I and Pullman, the "Borrowers"), DO HEREBY CERTIFY,
pursuant to Section [5.03(b)] [5.03(d)]** of the Credit Agreement dated as of
August 4, 1995, among the Borrowers, Kootenai Cable, Inc., the Lenders parties
thereto, Citibank, N.A. as agent for the Lenders, and Bank of America, Chemical
Bank, CIBC Inc., LTCB Trust Company, Societe Generale, The Sumitomo Bank,
Limited - Chicago Branch and The Toronto-Dominion Bank, as Managing Agents (said
Agreement, as it has been or may hereafter be amended or otherwise modified from
time to time, being the "Credit Agreement", the terms defined therein being used
herein as therein defined), that we are Financial Officers of the Borrowers

----------------------
*       Insert only one date, as applicable, depending on whether the report is
        for one of the first three Fiscal Quarters (5.03(b)) or for the Fiscal
        Year (5.03(c)).

**      Delete as appropriate; ss. 5.03(b) applies where this Certificate is
        delivered for one of the first three Fiscal Quarters, and ss. 5.03(d)
        applies where this Certificate is delivered for a Fiscal Year.


<PAGE>
 
<PAGE>


                                      - 2 -

and that each of the statements set forth below is true and correct:

               A. Financial Statement Date: This Certificate is prepared as of
the Preparation Date first above written and is delivered in respect of the
Fiscal Quarter or Fiscal Year ended on the date indicated above (the "Financial
Statement Date") immediately below the Preparation Date.

               B. Financial Statements: Enclosed herewith are true and correct
copies of the financial statements for the Financial Statement Date which are
required under and prepared in accordance with Section [5.03(b)][5.03(d)]* of
the Credit Agreement. [Also enclosed herewith is a certificate duly certified by
Deloitte Touche, or other independent certified public accountants of recognized
standing reasonably acceptable to the Majority Lenders, addressed to the Agent
as required under and prepared in accordance with Section 5.03(c) of the Credit
Agreement.]**

               C. Subscribers: Enclosed herewith is a true and correct report
updating as at the Preparation Date the information regarding Subscribers
previously furnished to the Lenders as required under and prepared in accordance
with Section 5.03(h) of the Credit Agreement.

               D. Work Sheets: Enclosed herewith are true and correct work
sheets detailing the method and setting out the basis and calculations used to
determine the ratios referred to in Section F below.

               E. Rate Ratio: Enclosed herewith is a true and correct Rate Ratio
Certificate, prepared in accordance with Section 2.07(c) of the Credit
Agreement.

               F. Covenants: The Borrowers hereby represent and warrant that as
of the Financial Statement Date:

               1.  EBIDT:  EBIDT is $______________________.

               2.  Total Debt:  Total Debt is $______________________.
                   ----------

----------------------
*       Delete as appropriate; ss. 5.03(b) applies where this Certificate is
        delivered for one of the first three Fiscal Quarters, and ss. 5.03(d)
        applies where this Certificate is delivered for a Fiscal Year.

**      Delete as appropriate; a certificate from the auditor is only required
        if this Certificate is delivered for a Fiscal Year.


<PAGE>
 
<PAGE>


                                      - 3 -

               3. Debt Service: The Debt Service for Total Debt for the most
recently completed Fiscal Period is $_______________.

               4. Interest Expense: The sum of all amounts payable for the most
recently completed Fiscal Period for the Borrowers and their Subsidiaries on
account of interest and amortization of debt discount and expense, and
commitment, letter of credit, agency and other fees with respect to Total Debt
is $___.

               5. Ratio of EBIDT to Debt Service for Total Debt/Pro-Forma Debt
Service Ratio: The ratio referred to in Section 5.01(h) of the Credit Agreement
is as set out below under the heading "Actual". Such ratio is at least as set
out below under the heading "Covenant".


                      Actual                              Covenant
                      ------                              --------
                                                           1.15:1


        The basis of the calculation of the ratio of EBIDT to Debt Service for
        Total Debt referred to above under the heading "Actual" is as follows:

               (a)  EBIDT for the applicable Fiscal Period
        ($_________________); to

               (b)  the aggregate Debt Service for Total Debt during
        such Fiscal Period ($____________________).

        The basis of the calculation of the Pro-Forma Debt Service Ratio
        referred to above under the heading "Actual" is as follows:

               (a) EBIDT for the applicable four consecutive Fiscal Quarters
        just ended ($_______) less the aggregate amount of taxes paid during
        such four Fiscal Quarters ($________); to

               (b) projected interest expense of all Debt for the succeeding
        four Fiscal Quarters ($_______) plus the aggregate principal amounts of
        all Debt required to be paid during such four Fiscal Quarters
        ($________).

               6. Ratio of Total Debt to EBIDT: The ratio referred to in Section
        5.01(i) of the Credit Agreement is as set out below next to the period
        during which such Financial Statement Date occurs under the heading
        "Actual". Such ratio is not greater than as is set out below next to the
        period during which such Financial Statement Date occurs under the
        heading "Covenant".


<PAGE>
 
<PAGE>


                                           - 4 -

               Period                          Actual            Covenant
               ------                          ------            ---------
        From the date hereof
          through 8/31/97                                          6.25:1
        thereafter through 8/31/98                                 6.00:1
        thereafter through 8/31/99                                 5.50:1
        thereafter through 8/31/00                                 5.00:1
        thereafter through 8/31/01                                 4.50:1
        thereafter                                                 4.00:1

        The basis of the calculation of the ratio referred to above under the
        heading "Actual" is as follows:

               (a)  Total Debt as at the last day of the applicable Fiscal
        Period ($___________); to

               (b)  EBIDT for such Fiscal Period ($___________).

               7. EBIDT to Interest Expense: The ratio referred to in Section
        5.01(j) of the Credit Agreement is as set out below next to the period
        during which such Financial Statement Date occurs under the heading
        "Actual". Such ratio is at least as set out below under the heading
        "Covenant".

               Period                            Actual           Covenant
               ------                            ------           --------
               On and before 5/31/98                              1.50:1
               thereafter through 5/31/99                         1.75:1
               thereafter                                         2:00:1

        The basis of the calculation of the ratio referred to above under the
        heading "Actual" is as follows:

               (a)  EBIDT for the applicable Fiscal Period ($___________);
        to

               (b) the sum of all amounts payable during such Fiscal Period on
        account of interest and amortization of debt discount and expense, and
        commitment, letter of credit, agency and other fees with respect to
        Total Debt.

               8. Liens: The aggregate principal amount of Debt secured by the
        Liens arising in connection with Capital Leases and purchase money
        Liens, as referred to in clauses (v) and (vi), respectively, of Section
        5.02(a) of the Credit Agreement is as set out below under the heading
        "Actual". Such amount is not in excess of the maximum amount referred to
        in such Section 5.02(a) as set out below under the heading "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                                       $10,000,000


<PAGE>
 
<PAGE>


                                           - 5 -

               9.  Debt:  The aggregate principal amount of Debt referred
        to in clauses (iv), (v)(B), (vi) and (vii) of Section 5.02(b) of
        the Credit Agreement is as set out below under the heading
        "Actual".  Such amount is not in excess of the maximum amount
        referred to in the proviso to Section 5.02(b).

                             Actual                    Covenant
                             ------                    --------

                                                       $10,000,000

               10. Lease Obligations: The aggregate amount of lease obligations
        payable in any period of 12 consecutive calendar months, as referred to
        in Section 5.02(c) of the Credit Agreement is as set out below under the
        heading "Actual". Such amount is not in excess of the maximum amount
        referred to in such Section 5.02(c) as set out below under the heading
        "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                                       $5,000,000

               11.  Sale of Assets:

               (i) The Asset EBIDT of all fixed assets sold for cash or
        exchanged (by way of trade or the like) for like operating assets
        pursuant to Section 5.02(e)(iv) of the Credit Agreement during, and for,
        the Fiscal Period then most recently ended is as set out below under the
        heading "Actual". Such amount is not in excess of the maximum amount
        referred to in such Section 5.02(e)(iv) as set out below under the
        heading "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                            The Asset EBIDT of all assets so
                                            sold or exchanged by the Borrowers
                                            and their Subsidiaries, on a
                                            Combined basis, during, and for, the
                                            Fiscal Period then most recently
                                            ended shall not exceed 15% of EBIDT
                                            for such Fiscal Period.

        The basis of the calculation of the amount referred to above under the
        heading "Actual" is as follows:

               (a)  Asset EBIDTs of each asset so sold or exchanged:

               Asset sold or exchanged                           Asset EBIDT
               -----------------------                           -----------
               No. 1 (describe:  _____________)                  $_____________
               No. 2 (describe:  _____________)                  $_____________
               No. 3 (describe:  _____________)                  $_____________

                         [list others sold or exchanged]


<PAGE>
 
<PAGE>


                                      - 6 -

               (b)    EBIDT for such Fiscal Period ($___________) times 0.15
                      ($___________).

            (ii) The sum of the Asset EBIDT Percentages for all fixed assets
        sold for cash or exchanged (by way of trade or the like) for like
        operating assets pursuant to Section 5.02(e)(iv) of the Credit Agreement
        during the period of five years ending on the last day of the Fiscal
        Quarter then most recently ended is as set out below under the heading
        "Actual". Such amount is not in excess of the maximum amount referred to
        in such Section 5.02(e)(iv) as set out below under the heading
        "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                            The sum of the Asset EBIDT
                                            Percentages for all such assets so
                                            sold or exchanged by the Borrowers
                                            and their Subsidiaries, on a
                                            Combined basis, during such five
                                            year period does not exceed 25%.

        The basis of the calculation of the amount referred to above under the
        heading "Actual" is as follows:

               (a)  Asset EBIDT Percentages of each asset so sold or
        exchanged:

               Asset sold or exchanged               Asset EBIDT Percentage
               -----------------------               ----------------------
               No. 1 (describe:  _____________)             _____________%
               No. 2 (describe:  _____________)             _____________%
               No. 3 (describe:  _____________)             _____________%

                                   [list others sold or exchanged]

               (b)    Sum of Asset EBIDT Percentages (___________%).

               "Asset EBIDT" means, for any asset for any period, the net income
        (or loss) attributable to the operation of such asset for such period
        plus the sum of interest expense, depreciation and amortization expense
        and provision for income taxes to the extent deducted in computing such
        net income (or loss).

               "Asset EBIDT Percentage" means, for any asset sold or exchanged,
        the ratio (expressed as a percentage) of (1) the Asset EBIDT of such
        asset for the Fiscal Period ending on or most recently ended prior to
        the sale or exchange of such asset to (2) EBIDT for such Fiscal Period
        (determined, however, without giving effect to paragraph (ii) of the
        definition of EBIDT with respect to the assets so sold or exchanged).


<PAGE>
 
<PAGE>


                                      - 7 -

               12.  Investments in Other Persons:

               (i) The aggregate cost (including cash paid, securities issued
        and obligations assumed) with respect to the acquisition by any Borrower
        or any of its Subsidiaries from any Person not an Affiliate of such
        Borrower or any of its Subsidiaries (other than the ML Media Acquisition
        or the Rock Acquisition) of (A) all or substantially all of the stock or
        assets of one or more cable television systems operating under a valid
        Franchise (or under other authority reasonably acceptable to the
        Majority Lenders) or (B) capital stock representing at least a majority
        of the Voting Rights of one or more corporations which owns directly or
        through one or more other wholly owned corporations all or substantially
        all of such assets is as set out below under the heading "Actual". Such
        amount is not in excess of the maximum amount referred to in Section
        5.02(f)(i) of the Credit Agreement as set out below under the heading
        "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                                       $50,000,000

            (ii) The aggregate cost (including cash paid, securities issued and
        obligations assumed) with respect to the acquisition by the Borrower or
        their Subsidiaries from any Person not an Affiliate of the Borrowers or
        their Subsidiaries of capital stock representing less than a majority of
        the Voting Rights of one or more corporations and capital contributions
        by the Borrowers or their Subsidiaries to Minority Entities in which
        such Person has an ownership interest is as set out below under the
        heading "Actual". Such amount is not in excess of the maximum amount
        referred to in Section 5.02(f)(ii) of the Credit Agreement as set out
        below under the heading "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                                       $15,000,000

           (iii) The amount of advances by the Borrowers to their respective
Parent Companies is as set out below under the heading "Actual". Such amount is
not in excess of the maximum amount referred to in Section 5.02(f)(vi) of the
Credit Agreement as set out below under the heading "Covenant".

                             Actual                    Covenant
                             ------                    --------

                                            The excess, if any, of (i) the
                                            amount permitted to be dividended by
                                            the Borrowers to their respective
                                            Parent Companies pursuant to Section
                                            5.02(g)(iii) for such Fiscal Quarter
                                            over (ii) (A) the aggregate amount
                                            of dividends actually distributed


<PAGE>
 
<PAGE>


                                      - 8 -

                                            by the Borrowers to their respective
                                            Parent Companies for such Fiscal
                                            Quarter pursuant to such Section
                                            5.02(g)(iii) plus (B) the aggregate
                                            amount actually used to redeem the
                                            CCC-I Preferred Stock described in
                                            Section 3.01(e) for such Fiscal
                                            Quarter pursuant to Section
                                            5.02(g)(iv).

        The basis of the calculation of the amount referred to above under the
        heading "Actual" is as follows:

               (a) the amount permitted to be dividended by the Borrowers to
        their respective Parent Companies pursuant to Section 5.02(g)(iii) for
        the Fiscal Quarter then most recently ended ($_____________) minus

               (b) the sum ($_____________) of (A) the aggregate amount of
        dividends actually distributed by the Borrowers to their respective
        Parent Companies for such Fiscal Quarter pursuant to such Section
        5.02(g)(iii) ($_____________) plus (B) the aggregate amount actually
        used to redeem the CCC-I Preferred Stock described in Section 3.01(e)
        for such Fiscal Quarter pursuant to Section 5.02(g)(iv)
        ($_____________).

               13.  Dividends, Etc.   The amount of cash dividends paid by
        the Borrowers to their respective Parent Companies is as set out
        below under the heading "Actual".  Such amount is not in excess
        of the maximum amount referred to in Section 5.02(g)(iii) of the
        Credit Agreement as set out below under the heading "Covenant".

                      (i)  For any Fiscal Quarter of the Borrowers ending on
               or prior to the Termination Date:

                             Actual                    Covenant
                             ------                    --------

                                                   75% of Excess Cash Flow for
                                                   the Borrowers for the
                                                   preceding Fiscal Quarters in
                                                   the then-current Fiscal Year
                                                   or (if such Fiscal Quarter is
                                                   the first Fiscal Quarter of a
                                                   Fiscal Year) the preceding
                                                   Fiscal Year

                                                   minus
                                                   -----

                                                   aggregate amount used for
                                                   cash dividends, redemptions
                                                   of outstanding CCC-I
                                                   Preferred Stock described in
                                                   Section 3.01(e) ("Initial
                                                   Preferred Stock") and
                                                   advances pursuant to


<PAGE>
 
<PAGE>


                                      - 9 -

                                                   Sections 5.02(g)(iii)(x),
                                                   5.02(g)(iv) and 5.02(f)(vi)
                                                   during such preceding Fiscal
                                                   Quarters or Fiscal Year, as
                                                   the case may be.

        The basis of the calculation of the amount available for the Fiscal
        Quarter then most-recently ended (the "Relevant Fiscal Quarter")
        referred to above under the heading "Actual" is as follows:

        (1)    If the Relevant Fiscal Quarter is the first Fiscal Quarter
               of then-current Fiscal Year:

                      Excess Cash Flow for the immediately preceding Fiscal
                      Year ($_____________) times 0.75  ($______________)

                      minus
                      -----

                      the sum ($_____________) of (A) cash dividends paid in
                      such Fiscal Year ($_____________), (B) redemptions of
                      outstanding Initial Preferred Stock made in such Fiscal
                      Year and (C) advances made in such Fiscal Year
                      ($_____________):

               $_____________.

        (2)    If the Relevant Fiscal Quarter is not the first Fiscal Quarter of
               the then-current Fiscal Year:

                      Excess Cash Flow for the Fiscal Quarters in the then-
                      current Fiscal Year preceding the Relevant Fiscal
                      Quarter ($_____________) times 0.75:  ($_____________)

                      minus
                      -----

                      the sum ($_____________) of (A) cash dividends paid in
                      such preceding Fiscal Quarters ($_____________), (B)
                      redemptions of outstanding Initial Preferred Stock made in
                      such preceding Fiscal Quarters ($_____________) and (C)
                      advances made in such Fiscal Quarters
                      ($_____________):

               $________________.


                      (ii)  For any Fiscal Quarter of the Borrowers ending
               after the Termination Date:

                       Actual                    Covenant
                       ------                    --------

                                            Excess Cash Flow Surplus for the
                                            Borrowers for the preceding Fiscal
                                            Quarters in the then-current Fiscal


<PAGE>
 
<PAGE>


                                     - 10 -

                                                   Year or (if such Fiscal
                                                   Quarter is the first Fiscal
                                                   Quarter of a Fiscal Year) the
                                                   preceding Fiscal Year

                                                   minus
                                                   -----

                                                   aggregate amount used for
                                                   cash dividends, redemptions
                                                   of outstanding Initial
                                                   Preferred Stock and advances
                                                   pursuant to Sections
                                                   5.02(g)(iii)(x), 5.02(g)(iv)
                                                   and 5.02(f)(vi) during such
                                                   preceding Fiscal Quarters or
                                                   Fiscal Year, as the case may
                                                   be.

        The basis of the calculation of the amount available for the Fiscal
        Quarter then most-recently ended (the "Relevant Fiscal Quarter")
        referred to above under the heading "Actual" is as follows:

        (1)    If the Relevant Fiscal Quarter is the first Fiscal Quarter
               of then-current Fiscal Year:

                      Excess Cash Flow Surplus for the immediately preceding
                      Fiscal Year:  $_____________

                      minus

                      the sum ($_____________) of (A) cash dividends paid in
                      such Fiscal Year ($_____________), (B) redemptions of
                      outstanding Initial Preferred Stock made in such Fiscal
                      Year ($_____________) and (C) advances made in such Fiscal
                      Year ($_____________):

               $_____________.

        (2)    If the Relevant Fiscal Quarter is not the first Fiscal Quarter of
               the then-current Fiscal Year:

                      Excess Cash Flow Surplus for the Fiscal Quarters in the
                      then-current Fiscal Year preceding the Relevant Fiscal
                      Quarter:  $_____________

                      minus
                      -----

                      the sum ($_____________) of (A) cash dividends paid in
                      such preceding Fiscal Quarters ($_____________), (B)
                      redemptions of outstanding Initial Preferred Stock made in
                      such preceding Fiscal Quarters ($_____________) and


<PAGE>
 
<PAGE>


                                     - 11 -

                    (C) advances made in such Fiscal Quarters
                    ($_____________):

               $________________.

               14. Representations and Warranties: The representations and
warranties made by the Borrowers, Century/Holding and Century/Texas contained in
Section 4.01 of the Credit Agreement and in each other Loan Document are true
and correct as though made on and as of such Financial Statement Date.

               15.  Events of Default:  No event has occurred and is
continuing which constitutes an Event of Default or would constitute
an Event of Default but for the requirement that notice be given or
time elapse or both.

               IN WITNESS WHEREOF, I have signed this Certificate this _______
day  of ____________________________, _____.

                                                   CCC-I, INC.


                                                   -----------------------------
                                                   Title:
                                                   (Financial Officer)


                                                   PULLMAN TV CABLE CO., INC.


                                                   -----------------------------
                                                   Title:
                                                   (Financial Officer)

                                                   KOOTENAI CABLE, INC.


                                                   -----------------------------
                                                   Title:
                                                   (Financial Officer)


<PAGE>




