

<PAGE>
                                                                   EXHIBIT 10.40

                                                                [CONFORMED COPY]

                                 AMENDMENT NO. 1

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

               (1)  CCC - II, INC., a Delaware corporation (the
        "Borrower");

               (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 managing agent
        (the "Managing Agent").

               The Borrower, certain of the Lenders, the Retiring Lenders, the
Co-Agents and the Managing Agent are parties to a Credit Agreement dated as of
June 30, 1994 (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 Borrower in an aggregate
principal amount not exceeding $350,000,000 at any one time outstanding. The
Retiring Lenders wish to resign as "Lenders" under the Credit Agreement and the
Borrower, the Lenders and the Managing 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", "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.

                           CCC - II -- Amendment No. 1


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                                      - 2 -

               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 8.07.

               "Pro-Forma Debt Service Ratio" means, as of the last day of any
        Fiscal Quarter, the ratio of (i) EBIDT of the Borrower and its
        Subsidiaries for the four consecutive Fiscal Quarters just ended less
        the aggregate amount of taxes paid by any of them during such four
        Fiscal Quarters to (ii) the sum of (A) projected interest expense of all
        Debt of the Borrower and its Subsidiaries for the succeeding four Fiscal
        Quarters (calculated using the weighted average of interest rates at the
        time of calculation and at the principal outstanding at the time of
        calculation after giving effect to any scheduled payments of principal
        during such four Fiscal Quarters) plus (B) the aggregate principal
        amounts of all Debt required to be paid during the same succeeding four
        Fiscal Quarters by the Borrower and its Subsidiaries.

               "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 Borrower 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

                           CCC - II -- Amendment No. 1


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                                      - 3 -

        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 Managing Agent pursuant to Section 8.07(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 Lenders shall be 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 Borrower agrees to pay to the Managing
        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 the
        Borrower has already paid commitment fees, then any overpayment of
        commitment fees by the Borrower resulting therefrom shall be credited to
        future commitment fee or other payment obligations of the Borrower and
        any underpayment of commitment fees by the Borrower resulting therefrom
        shall be paid by the Borrower to the Managing Agent for the account of
        the Lenders upon demand by the Managing Agent."

                           CCC - II -- Amendment No. 1


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                                      - 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. The 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               2.500%

       2000              2.500%            2.500%             2.500%             5.000%

       2001              5.000%            5.000%             5.000%             5.000%

       2002              5.000%            5.000%             5.000%             6.250%

       2003              6.250%            6.250%             6.250%             6.250%

       2004              6.250%            6.250%             6.250%              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) 1/2 of 1% per annum during each period in which the
               applicable Rate Ratio is greater than or equal to 5.5:1,

                      (B) 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

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                                      - 5 -

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

                      (B) 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,

                      (C) 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

                      (D) 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."

               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

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                                      - 6 -

        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. The Borrower shall, on each date on which
        it 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 the 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 8.04(b) in respect of such prepayment. Notwithstanding the
        foregoing, the Borrower 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) the Borrower advises the Managing Agent at the
        time the Net Cash Proceeds from such Relevant Disposition are 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 the
        Borrower pursuant to a purchase contract providing for the acquisition
        of such replacement assets that is executed by the 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 the Borrower shall immediately prepay the A Advances in the amount
        described in the first sentence of this Section 2.10(b)(i)."

                           CCC - II -- Amendment No. 1


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                                      - 7 -

               I.  Representations.  Section 4.01(e) of the Credit
Agreement shall be amended to read as follows:

               "(e) The Consolidated and consolidating balance sheet of the
        Borrower and its Subsidiaries as at May 31, 1995, and the related
        Consolidated and consolidating statements of income and cash flows of
        the Borrower and its Subsidiaries for the Fiscal Year then ended,
        accompanied by an opinion of Deloitte & Touche, independent public
        accountants, and the Consolidated and consolidating balance sheet of the
        Borrower and its Subsidiaries as at February 28, 1996, and the related
        Consolidated and consolidating statements of income and cash flows of
        the Borrower and its Subsidiaries for the nine months then ended, duly
        certified by the chief financial officer of the Borrower, copies of
        which have been furnished to each Lender, fairly present, subject, in
        the case of said balance sheet as at February 28, 1996, and said
        statements of income and cash flows for the nine months then ended, to
        year-end audit adjustments, the Consolidated and consolidating financial
        condition of the Borrower and its Subsidiaries as at such date and the
        Consolidated and consolidating results of the operations of the Borrower
        and its Subsidiaries for the period ended on such date, all in
        accordance with generally accepted accounting principles consistently
        applied, and since May 31, 1995 there has been no Material Adverse
        Change."

               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 the Borrower of at least
        1.15:1 as of each such day that occurs thereafter.

               (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:

                          CCC - II -- Amendment No. 1


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                                      - 8 -

               Period                                    Ratio
               ------                                    -----
             from the date hereof
               through 5/31/98                           6.00:1
             thereafter through 5/31/99                  5.75:1
             thereafter through 5/31/00                  5.50:1
             thereafter through 5/31/01                  5.25:1
             thereafter through 5/31/02                  5.00:1
             thereafter                                  4.50:1


               (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 Borrower and its 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 May 31,
2002" 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 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 the Borrower's or such
               Subsidiary's business,

                           CCC - II -- Amendment No. 1


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                                      - 9 -

                       (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 Borrower and its Subsidiaries, on a Consolidated
               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 Borrower and its Subsidiaries, on a
               Consolidated basis, during the period of five years ending on the
               date of the relevant sale or exchange (excluding, however, the
               exchange of the Borrower's cable television systems in Brunswick,
               Georgia, Owensboro, Kentucky and Wauwatosa, Wisconsin for the
               cable television system in Colorado Springs, Colorado) does not
               exceed 25%; and (C) the Borrower shall have given the Managing
               Agent at least 30 days' prior written notice with a copy to the
               Managing Agent for delivery to each Lender of each such sale or
               exchange together with sufficient information with a copy to the
               Managing Agent for delivery to each Lender to enable the Managing
               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 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 by amending paragraph (vi) thereof to read as follows:

                           CCC - II -- Amendment No. 1


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                                     - 10 -

                      "(vi) advances by the Borrower to Century/Holding in an
               amount not to exceed, for any Fiscal Quarter, the excess, if any,
               of (i) the amount permitted to be dividended by the Borrower to
               Century/Holding pursuant to Section 5.02(g)(iii) for such Fiscal
               Quarter over (ii) the aggregate amount of dividends actually
               distributed by the Borrower to Century/Holding for such Fiscal
               Quarter pursuant to such Section 5.02(g)(iii); and".

               N. Dividends, Etc. Section 5.02(g) of the Credit Agreement shall
be amended:

               (1)  by substituting "May 31, 1998" for "May 31, 1996"
        in paragraph (iii)(x) thereof; and

               (2)  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)(y)
               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.

               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
Borrower represents and warrants 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;

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                                     - 11 -

               (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. The Borrower shall have delivered to the
        Managing Agent for each of the Lenders a promissory note of the 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 Borrower shall have borrowed from, and each of the Lenders
        shall have made A Advances to, the Borrower and (notwithstanding the
        provisions of Section 2.10(a) of the Credit Agreement requiring that
        prepayments be made ratably in accordance with the principal amounts of
        the A Advances held by the Lenders) the Borrower 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 8.04(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 Managing Agent shall have received
        the following documents, each of which shall be satisfactory
        to the Managing Agent in form and substance:

                      (1)  Corporate Documents.  Certified copies of the
               charter and by-laws (or equivalent documents) of each
               of the Borrower and its Subsidiaries (or, in the
               alternative, a certification to the effect that none of
               such documents has been modified since delivery thereof

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                                     - 12 -

               pursuant to the Credit Agreement) and of all corporate authority
               for the Borrower (including, without limitation, board of
               director resolutions and evidence of the incumbency of officers
               for the Borrower) 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 Borrower from time to time in connection with
               the Credit Agreement as amended hereby (and the Managing Agent
               and each Lender may conclusively rely on such certificate until
               it receives notice in writing from the Borrower to the contrary).

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

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

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

               E. Interest; Commitment Fee, Etc. The Borrower 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 Borrower shall have paid all accrued fees and
        expenses of the Managing Agent and CSI (including the accrued fees and
        disbursements of counsel to the Managing 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 Co-Agent, such Retiring Lender shall

                           CCC - II -- Amendment No. 1


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                                     - 13 -

cease to be a Co-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 - II -- Amendment No. 1


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                                     - 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.

                                            THE BORROWER

                                            CCC - II, INC.

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

                                            MANAGING AGENT

                                            CITIBANK, N.A.,
                                              as Managing Agent

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

                           CCC - II -- Amendment No. 1


<PAGE>
 
<PAGE>


                                     - 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 - II -- 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 - II -- Amendment No. 1


<PAGE>
 
<PAGE>


                                     - 17 -

                                            PNC BANK, NATIONAL ASSOCIATION

                                            By /s/ Scott C. Meves
                                               ---------------------------------
                                               Name:  Scott C. Meves
                                               Title: Senior Vice President

                                            THE BANK OF TOKYO - MITSUBISHI
                                              TRUST COMPANY

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

                                            THE SUMITOMO TRUST & BANKING CO.
                                              LTD.

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

                                            BANK OF HAWAII

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

                                            MELLON BANK, N.A.

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

                                            RETIRING LENDERS

                                            NATIONSBANK, N.A.

                                            By /s/ David G. James
                                               ---------------------------------
                                               Name:  David G. James
                                               Title: Vice President

                           CCC - II -- Amendment No. 1


<PAGE>
 
<PAGE>



                                                                     SCHEDULE II

EXISTING LENDERS                                   Commitment
----------------                                   ----------
Citibank, N.A.                                     $57,000,000

Bank of America National
  Trust & Savings Association                      $23,000,000

The Chase Manhattan Bank                           $23,000,000

CIBC Inc.                                          $23,000,000

LTCB Trust Company                                 $23,000,000

Societe Generale                                   $23,000,000

The Sumitomo Bank, Limited -
  Chicago Branch                                   $23,000,000

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

The Toronto-Dominion Bank                          $23,000,000

The First National Bank of Boston                  $13,000,000

Credit Lyonnais
  Cayman Islands Branch                            $23,000,000

PNC Bank, National Association                     $23,000,000

The Bank of Tokyo -
  Mitsubishi Trust Company                         $23,000,000

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

Bank of Hawaii                                     $10,000,000

Mellon Bank, N.A.                                  $10,000,000

Total of Commitments:                             $350,000,000
 



<PAGE>
<PAGE>



                                                                       EXHIBIT K

                                 CCC - II, INC.

                             COMPLIANCE CERTIFICATE
                        (Pursuant to Section 5.03 of the
                       Credit Agreement referred to below)
                                                          ______________________
                                                          ("Preparation Date")

To Each of the Lenders                                    For Fiscal Quarter
        parties to the Credit                               ended____________*
        Agreement referred to                             For Fiscal Year
        below, Bank of America National                     ended_____________*
        Trust and Savings Association, Chemical Bank,
        CIBC Inc., Credit Lyonnais Cayman Island
        Branch, The First National Bank of Boston, LTCB
        Trust Company, The Mitsubishi Bank, Limited
        (acting through its New York Branch), PNC Bank,
        National Association, Societe Generale, The
        Sumitomo Bank, Limited - Chicago Branch and The
        Toronto-Dominion Bank, as Co-Agents, and to
        Citibank, N.A., as Managing Agent

               I,            (Insert name)         ,
                 ----------------------------------
          (Insert title)              of CCC - II, Inc., a
-------------------------------------
Delaware corporation (the "Borrower"), DO HEREBY CERTIFY, pursuant to Section
[5.03(b)] [5.03(d)]** of the Credit Agreement dated as of June 30, 1994, among
the Borrower, the Lenders parties thereto, Bank of America National Trust and
Savings Association, Chemical Bank, CIBC Inc., Credit Lyonnais Cayman Island
Branch, The First National Bank of Boston, LTCB Trust Company, The Mitsubishi
Bank, Limited (acting through its New York Branch), PNC Bank, National
Association, Societe Generale, The Sumitomo Bank, Limited - Chicago Branch and
The Toronto- Dominion Bank, as Co-Agents, and Citibank, N.A., as Managing Agent
for the Lenders (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

--------

*    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(c)
     applies where this Certificate is delivered for a Fiscal Year.


<PAGE>
 
<PAGE>


                                      - 2 -

used herein as therein defined), that I am a Financial Officer of the Borrower
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(c)]* 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
Managing 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 2.06(c) of the Credit
Agreement.

               F. Covenants: The Borrower hereby represents and warrants 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(c)
     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 period
        of the most recently completed four consecutive Fiscal Quarters is
        $____________________.

               4. Interest Expense: The sum of all amounts payable for the
        period of the most recently completed four consecutive Fiscal Quarters
        for the Borrower and its 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 5/31/98                                     6.00:1
        thereafter through 5/31/99                            5.75:1
        thereafter through 5/31/00                            5.50:1
        thereafter through 5/31/01                            5.25:1
        thereafter through 5/31/02                            5.00:1
        thereafter                                            4.50:1

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

               (a)  Total Debt as at such date ($___________);  to

               (b)  EBIDT as at such date ($_______________).

               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

               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)(vii) as set out below under the heading
        "Covenant".

                             Actual                   Covenant
                             ------                   --------
                                                     $10,000,000

               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

<PAGE>
 
<PAGE>


                                      - 5 -

               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 Borrower
                                    and its Subsidiaries, on a
                                    Consolidated 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]

               (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


<PAGE>
 
<PAGE>


                                      - 6 -

        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 Borrower
                                     and its Subsidiaries, on a
                                     Consolidated basis, during such five
                                     year period (excluding, however, the
                                     exchange of the Borrower's cable
                                     television systems in Brunswick,
                                     Georgia, Owensboro, Kentucky and
                                     Wauwatosa, Wisconsin for the cable
                                     television system in Colorado
                                     Springs, Colorado) 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 the Borrower
        or any Subsidiary from any Person not an Affiliate of the Borrower or
        any Subsidiary 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".

                                     Actual
                                     ------
            (ii) The aggregate cost (including cash paid, securities issued and
        obligations assumed with respect to the acquisition by the Borrower or
        any Subsidiary from any Person not an Affiliate of the Borrower or any
        Subsidiary of capital stock representing less than a majority of the
        Voting Rights of one or more corporations and capital contributions by
        the Borrower or any Subsidiary 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 Borrower to Century/Holding 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 Borrower to Century/Holding
                                 pursuant to Section 5.02(g)(iii) for
                                 such Fiscal Quarter over (ii) the
                                 aggregate amount of dividends
                                 actually distributed by the Borrower
                                 to Century/Holding for such Fiscal
                                 Quarter pursuant to such Section
                                 5.02(g)(iii).

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


<PAGE>
 
<PAGE>


                                      - 8 -

               (a) the amount permitted to be dividended by the Borrower to
        Century/Holding pursuant to Section 5.02(g)(iii) for the Fiscal Quarter
        then most recently ended ($_____________) minus

               (b) the aggregate amount of dividends actually distributed by the
        Borrower to Century/Holding for such Fiscal Quarter pursuant to such
        Section 5.02(g)(iii) ($_____________).

               13.  Dividends, Etc.   The amount of cash dividends paid by
        the Borrower to Century/Holding 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) The aggregate amount of cash dividends paid during the
               period commencing on the date hereof and ending on May 31, 1998,
               $250,000,000 (not including any cash dividends declared and paid
               during such period to the extent permitted under Section
               5.02(g)(iii)(y)):

                             Actual                    Covenant
                             ------                    --------
                                                     $250,000,000

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

               Actual                         Covenant
               ------                         --------
                                       75% of Excess Cash Flow for
                                       the Borrower 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 and advances
                                       pursuant to Sections
                                       5.02(g)(iii)(y) 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:


<PAGE>
 
<PAGE>


                                      - 9 -

        (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 ($_____________) of (A) cash dividends paid in
                      such Fiscal Year ($_____________) and (B) 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 ($_____________) of (A) cash dividends paid in
                      such preceding Fiscal Quarters ($_____________) and (B)
                      advances made in such Fiscal Quarters
                      ($-------------):

               $----------------.


                  (iii)  For any Fiscal Quarter of the Borrower ending
               after the Termination Date:

               Actual                       Covenant
               ------                       --------
                                     Excess Cash Flow Surplus for
                                     the Borrower 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 and advances
                                     pursuant to Sections
                                     5.02(g)(iii)(y) and
                                     5.02(f)(vi) during such
                                     preceding Fiscal Quarters or
                                     Fiscal Year, as the case may
                                     be.


<PAGE>
 
<PAGE>


                                     - 10 -

        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 ($_____________) of (A) cash dividends paid in
                      such Fiscal Year ($_____________) and (B) 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 ($_____________) of (A) cash dividends paid in
                      such preceding Fiscal Quarters ($_____________) and (B)
                      advances made in such Fiscal Quarters
                      ($-------------):

               $----------------.


               13. Representations and Warranties: The representations and
warranties made by any Loan Party 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.

               14.  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.


<PAGE>
 
<PAGE>


                                     - 11 -

               IN WITNESS WHEREOF, I have signed this Certificate this _____ day
     of____________________, [19__] [20__].

                                                   CCC - II, INC.

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


<PAGE>
 







