Exhibit 10.1


    Exhibit
      10.1

     

    
      

      

    

     

    $8,000,000,000

     

    AMENDED
      AND RESTATED CREDIT AGREEMENT

     

    CHARTER
      COMMUNICATIONS OPERATING, LLC,

    as
      Borrower,

     

    CCO
      HOLDINGS, LLC,

     

    J.
      P.
      MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,

    as
      Revolving Facility Co-Lead Arrangers

     

    J.
      P.
      MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,

    as
      Term
      Facility Co-Lead Arrangers

     

    J.P.
      MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC,

    CITIGROUP
      GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC.,

    GE
      CAPITAL MARKETS, INC. AND CREDIT SUISSE SECURITIES (USA) LLC,

    as
      Revolving Facility Joint Bookrunners

     

    J.P.
      MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC,

    CITIGROUP
      GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC,

    GE
      CAPITAL MARKETS, INC. AND DEUTSCHE BANK SECURITIES INC.,

    as
      Term
      Facility Joint Bookrunners

     

    JPMORGAN
      CHASE BANK, N.A.

    as
      Administrative Agent

     

    JPMORGAN
      CHASE BANK, N.A. and

    BANK
      OF
      AMERICA, N.A.,

    as
      Syndication Agents

     

    CITICORP
      NORTH AMERICA, INC.,
      DEUTSCHE BANK SECURITIES INC, 

    GENERAL
      ELECTRIC CAPITAL CORPORATION AND

    CREDIT
      SUISSE SECURITIES (USA) LLC,

    as
      Revolving Facility Co-Documentation Agents

     

    and

     

    CITICORP
      NORTH AMERICA, INC.,
      CREDIT
      SUISSE SECURITIES (USA) LLC,

    GENERAL
      ELECTRIC CAPITAL CORPORATION AND DEUTSCHE BANK SECURITIES INC.,

    as
      Term
      Facility Co-Documentation Agents

     

    Dated
      as
      of March 18, 1999,

    as
      Amended and Restated as of March 6, 2007

    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF CONTENTS

       

    

    
      

        Page

         

      

      
        	SECTION I. DEFINITIONS	
                 1

              
	 	 	 	 
	 	Section
                1.1.	Defined
                Terms	
                 1

              
	 	Section
                1.2.	
                Other
                  Definitional Provisions; Pro Forma Calculations

              	
                24

              


      

       

      
        
          	SECTION 2.
                  AMOUNT AND TERMS OF COMMITMENTS	
                  25

                
	 	 	 	 
	 	Section
                  2.1.	
                  Commitments

                	
                   25

                
	 	Section
                  2.2.	
                  Procedure
                    for Borrowing

                	
                   26

                
	 	Section
                  2.3.	
                  Repayment
                    of Loans

                	
                   27

                
	 	Section
                  2.4.	Swingline
                  Commitment	
                  27

                
	 	Section
                  2.5.	Procedure
                  for Swingline Borrowing; Refunding of Swingline Loans	
                   28

                
	 	Section
                  2.6.	Commitment
                  Fees, Etc.	
                  29

                
	 	Section
                  2.7.	Termination
                  or Reduction of Commitments	
                   29

                
	 	Section
                  2.8.	Optional
                  Prepayments	
                  29

                
	 	Section
                  2.9.	Mandatory
                  Prepayments	
                   30

                
	 	Section
                  2.10.	Conversion
                  and Continuation Options	
                   30

                
	 	Section 2.11.	Limitations on Eurodollar
                  Tranches	
                   31

                
	 	Section
                  2.12.	Interest
                  Rates and Payment Dates	
                   31

                
	 	Section
                  2.13.	Computation
                  of Interest and Fees	
                   31

                
	 	Section
                  2.14.	Inability
                  to Determine Interest Rate	
                   32

                
	 	Section
                  2.15.	Pro
                  Rata Treatment and Payments	
                   32

                
	 	Section
                  2.16.	Requirements
                  of Law	
                   33

                
	 	Section
                  2.17.	Taxes	
                   34

                
	 	Section
                  2.18.	Indemnity	
                   36

                
	 	Section
                  2.19.	Change
                  of Lending Office	
                   36

                
	 	Section
                  2.20.	Replacement
                  of Lenders	
                   37

                


        

                                                              

        
          
            	SECTION 3. LETTERS OF
                    CREDIT	
                    37

                  
	 	 	 	 
	 	Section
                    3.1.	
                    L/C
                      Commitment

                  	
                    37

                  
	 	Section
                    3.2.	
                    Procedure
                      for Issuance of Letter of Credit

                  	
                     38

                  
	 	Section 3.3.	Fees
                    and Other Charges	
                     38

                  
	 	Section
                    3.4.	L/C
                    Participations	
                     38

                  
	 	Section
                    3.5.	Reimbursement
                    Obligation of the Borrower	
                     39

                  
	 	Section
                    3.6.	Obligations
                    Absolute	
                     40

                  
	 	Section
                    3.7.	Letter
                    of Credit Payments	
                     40

                  
	 	Section
                    3.8.	Applications	
                     40

                  


          

           

          
            
              
                
                  	SECTION 4. REPRESENTATIONS
                          AND
                          WARRANTIES	
                          40

                        
	 	 	 	
                           

                        
	 	Section
                          4.1.	
                          Financial
                            Condition

                        	
                          40

                        
	 	Section
                          4.2.	
                          No
                            Change

                        	
                           41

                        
	 	Section
                          4.3.	Existence;
                          Compliance with Law	
                           41

                        
	 	Section
                          4.4.	Power;
                          Authorization; Enforceable Obligations	
                           41

                        
	 	Section
                          4.5.	No
                          Legal Bar	
                          41

                        
	 	Section
                          4.6.	Litigation	
                           41

                        
	 	Section
                          4.7.	No
                          Default	
                           41

                        
	 	Section
                          4.8.	
                          Ownership
                            of Property; Liens

                        	
                           42

                        
	 	Section
                          4.9.	
                          Intellectual
                            Property

                        	
                           42

                        
	 	Section
                          4.10.	Taxes	
                           42

                        
	 	Section 4.11.	Federal
                          Regulations	
                          42

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  
                    

                      Page

                       

                    

                    
                      
                        
                          
                            	 	Section
                                    4.12.	
                                    Labor
                                      Matters

                                  	
                                     42

                                  
	 	Section
                                    4.13.	ERISA	
                                     42

                                  
	 	Section
                                    4.14.	Investment
                                    Company Act; Other Regulations	
                                     43

                                  
	 	Section
                                    4.15.	Subsidiaries	
                                    43

                                  
	 	Section
                                    4.16.	Use
                                    of Proceeds	
                                     43

                                  
	 	Section
                                    4.17.	Environmental
                                    Matters	
                                     43

                                  
	 	Section
                                    4.18.	
                                    Certain
                                      Cable Television Matters

                                  	
                                     44

                                  
	 	Section
                                    4.19.	
                                    Accuracy
                                      of Information, Etc.

                                  	
                                     44

                                  
	 	Section
                                    4.20.	Security
                                    Interests	
                                     45

                                  
	 	Section
                                    4.21.	Solvency	
                                     45

                                  
	 	Section
                                    4.22.	Certain
                                    Tax Matters	
                                     45

                                  


                          

                           

                        

                      

                    

                  

                  
                    
                      
                        	SECTION
                                5. CONDITIONS PRECEDENT	
                                45

                              
	 	 	 	 
	 	Section
                                5.1.	
                                
                                  Conditions
                                    to Restatement Effective Date

                                

                              	
                                45

                              
	 	Section
                                5.2.	
                                Conditions
                                  to Each
                                  Extension of Credit

                              	
                                 46

                              


                      

                    

                  

                

              

            

          

           

        

      

      
        
          	SECTION 6. AFFIRMATIVE
                  COVENANTS	
                  47

                
	 	 	 	
                   

                
	 	Section
                  6.1.	
                  Financial
                    Satements

                	
                  47

                
	 	Section
                  6.2.	
                  Certificates;
                    Other Information

                	
                  47

                
	 	Section
                  6.3.	Payment
                  of Obligations	
                  48

                
	 	Section
                  6.4.	Maintenance
                  of Existence; Compliance	
                   48

                
	 	Section
                  6.5.	Maintenance
                  of Property; Insurance	
                  48

                
	 	Section
                  6.6	Inspection
                  of Property; Books and Records; Discussions	
                   49

                
	 	Section
                  6.7.	Notices	
                   49

                
	 	Section
                  6.8.	
                  Environmental
                    Laws

                	
                   49

                
	 	Section
                  6.9.	
                  Additional
                    Collateral

                	
                   50

                
	 	Section
                  6.10.	Regulated
                  Subsidiaries	
                   50

                


        

         

        
          
            
              
                
                  	SECTION 7. NEGATIVE
                          COVENANTS	
                          50

                        
	 	 	 	 
	 	Section
                          7.1.	
                          
                            Financial
                              Condition Covenants

                          

                        	
                          51

                        
	 	Section
                          7.2.	
                          
                            Indebtedness

                          

                        	
                          51

                        
	 	Section 7.3.	Liens	
                           52

                        
	 	Section
                          7.4.	Fundamental
                          Changes	
                           54

                        
	 	Section
                          7.5.	Disposition
                          of Property	
                           55

                        
	 	Section
                          7.6.	Restricted
                          Payments	
                           56

                        
	 	Section
                          7.7.	Investments	
                           58

                        
	 	Section
                          7.8.	Certain
                          Payments and Modifications Relating to Indebtedness and
                          Management
                          Fees	
                           60

                        
	 	Section
                          7.9.	Transactions
                          with Affiliates	
                           61

                        
	 	Section 7.10.	Sales
                          and Leasebacks	
                          61

                        
	
                           

                        	
                          Section
                            7.11.

                        	Changes
                          in Fiscal Periods	
                           61

                        
	 	Section
                          7.12.	Negative
                          Pledge Clauses	
                           61

                        
	 	Section
                          7.13.	Clauses
                          Restricting Subsidiary Distributions	
                           62

                        
	 	Section
                          7.14.	Lines
                          of Business; Holding Company Status	
                           63

                        
	 	Section
                          7.15.	Investments
                          in the Borrower	
                           63

                        


                

              

            

             

          

        

        
          
            
              
                
                  
                    	SECTION 8. EVENTS OF
                            DEFAULT	
                            63

                          


                  

                   

                  
                    	SECTION 9. THE
                            AGENTS	
                            68

                          
	 	 	 	 
	 	Section
                            9.1	Appointment	
                            68

                          


                  

                  
                    	
                          	Section
                            9.2.	
                            
                              Delegation
                                of Duties

                            

                          	
                            68

                          
	 	Section 9.3.	Exculpatory
                            Provisions	
                             68

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
                     

                    
                      
                        Page

                         

                      

                      
                        
                          
                            
                              
                                	 	Section
                                        9.4.	Reliance
                                        by Administrative Agent	
                                        68

                                      
	 	Section
                                        9.5.	Notice
                                        of Default	
                                         69

                                      
	 	Section
                                        9.6.	Non-Reliance
                                        on Agents and Other Lenders	
                                         69

                                      
	 	Section
                                        9.7.	Indemnification	
                                         70

                                      
	 	Section
                                        9.8.	Agent
                                        in Its Individual Capacity	
                                         70

                                      
	 	Section
                                        9.9.	Successor
                                        Administrative Agent	
                                         70

                                      
	 	Section
                                        9.10.	Co-Documentation
                                        Agents and Syndication Agents	
                                        70

                                      


                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            	SECTION
                    10. MISCELLANEOUS	
                    71

                  
	 	 	 	 
	 	Section
                    10.1	
                    
                      Amendments
                        and Waivers

                    

                  	
                     71

                  
	 	Section
                    10.2	
                    
                      Notices

                    

                  	
                    72

                  
	 	Section 10.3	
                    No
                      Waiver; Cumulative Remedies

                  	
                     73

                  
	 	Section 10.4	Survival
                    of Representations and Warranties	
                     73

                  
	 	Section
                    10.5	Payment
                    of Expenses and Taxes	
                     73

                  
	 	Section
                    10.6	Successors
                    and Assigns; Participations and Assignments	
                     74

                  
	 	Section
                    10.7	
                    Adjustments;
                      Set-off

                  	
                    77

                  
	 	Section
                    10.8	Counterparts	
                     78

                  
	 	Section
                    10.9	Severability	
                     78

                  
	 	Section
                    10.10	Integration	
                     78

                  
	 	Section
                    10.11	GOVERNING
                    LAW	
                     78

                  
	 	Section
                    10.12	Submission
                    to Jurisdiction; Waivers	
                    78

                  
	 	Section
                    10.13	Acknowledgments	
                    79

                  
	 	Section
                    10.14	Release
                    of Guarantees and Liens	
                    79

                  
	 	Section
                    10.15	Confidentiality	
                     79

                  
	 	Section
                    10.16	WAIVERS
                    OF JURY TRIAL	
                     80

                  
	 	Section
                    10.17	USA
                    Patriot Act	
                     80

                  


          

        

        
           

        

      

    

    SCHEDULES:

     

    1.1 Revolving
      Commitments and New Term Commitments on Restatement Effective Date

    3.1 Existing
      Letters of Credit

    4.15 Subsidiaries

    4.20(a)
       UCC
      Filing Jurisdictions

    7.5(i) Permitted
      Dispositions

     

    EXHIBITS:

     

    A Form
      of
      Guarantee and Collateral Agreement

    B Form
      of
      Compliance Certificate

    C Form
      of
      Closing Certificate

    D Form
      of
      Addendum

    E Form
      of
      Assignment and Assumption

    F-1 Form
      of
      New Lender Supplement

    F-2 Form
      of
      Incremental Facility Activation Notice 

    G Form
      of
      Exemption Certificate

    H Form
      of
      Specified Subordinated Note

    I Form
      of
      Notice of Borrowing

    J Form
      of
      Release

    


    


    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    AMENDED
      AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and
      restated as of March 6, 2007, among CHARTER COMMUNICATIONS OPERATING, LLC,
      a
      Delaware limited liability company (the “Borrower”),
      CCO
      HOLDINGS, LLC, a Delaware limited liability company (“Holdings”),
      the
      several banks and other financial institutions or entities from time to time
      parties to this Agreement (the “Lenders”),
      JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, together
      with any successor, the “Administrative
      Agent”),
      JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as syndication agents
      (in
      such capacity, the “Syndication
      Agents”),
      CITICORP NORTH AMERICA, INC., DEUTSCHE BANK SECURITIES INC, GENERAL ELECTRIC
      CAPITAL CORPORATION and CREDIT SUISSE SECURITIES (USA) LLC, as revolving
      facility co-documentation agents, and CITICORP NORTH AMERICA, INC., CREDIT
      SUISSE SECURITIES (USA) LLC, GENERAL ELECTRIC CAPITAL CORPORATION and DEUTSCHE
      BANK SECURITIES INC., as term facility co-documentation agents (all such
      co-documentation agents, in such capacity, the “Co-Documentation
      Agents”).

     

    W
      I T
      N E S S E T H
      :

     

    WHEREAS,
      the Borrower entered into the Amended and Restated Credit Agreement, dated
      as of
      March 18, 1999, as amended and restated as of April 28, 2006 (the “Existing
      Credit Agreement”),
      among
      the Borrower, Holdings, the several banks and other financial institutions
      or
      entities party thereto and the agents named therein; and

     

    WHEREAS,
      the parties hereto have agreed to amend and restate the Existing Credit
      Agreement as provided in this Agreement, which Agreement shall become effective
      upon the satisfaction of the conditions precedent set forth in Section 5.1
      hereof; and

     

    WHEREAS,
      it is the intent of the parties hereto that this Agreement not constitute a
      novation of the obligations and liabilities existing under the Existing Credit
      Agreement or evidence repayment of any of such obligations and liabilities
      and
      that this Agreement amend and restate in its entirety the Existing Credit
      Agreement and re-evidence the obligations of the Borrower outstanding
      thereunder;

     

    NOW,
      THEREFORE, in consideration of the above premises, the parties hereto hereby
      agree that on the Restatement Effective Date (as defined below), the Existing
      Credit Agreement shall be amended and restated in its entirety as
      follows:

     

    SECTION
      1.    DEFINITIONS

     

    1.1.  Defined
      Terms.
      As used
      in this Agreement, the terms listed in this Section 1.1 shall have the
      respective meanings set forth in this Section 1.1.

     

    “ABR”:
      for
      any day, a rate per annum (rounded upwards, if necessary, to the next 1/100th
      of
      1%) equal to the greater of (a) the Prime Rate in effect on such day and (b)
      the
      Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. Any change in
      the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate
      shall be effective as of the opening of business on the effective day of such
      change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.

     

    “ABR
      Loans”:
      Loans
      the rate of interest applicable to which is based upon the ABR.

     

    “Addendum”:
      an
      instrument, substantially in the form of Exhibit D, by which a Lender
      consents to the amendment and restatement of the Existing Credit Agreement
      pursuant hereto or becomes a party to this Agreement as of the Restatement
      Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Adjustment
      Date”:
      as
      defined in the definition of “Applicable Pricing Grid”.

     

    “Administrative
      Agent”:
      as
      defined in the preamble hereto.

     

    “Affiliate”:
      as to
      any Person, any other Person that, directly or indirectly, is in control of,
      is
      controlled by, or is under common control with, such Person. For purposes of
      this definition, “control” of a Person means the power, directly or indirectly,
      either to (a) vote 10% or more of the securities having ordinary voting power
      for the election of directors (or persons performing similar functions) of
      such
      Person or (b) direct or cause the direction of the management and policies
      of
      such Person, whether by contract or otherwise.

     

    “Agents”:
      the
      collective reference to the Co-Documentation Agents, the Syndication Agents
      and
      the Administrative Agent.

     

    “Aggregate
      Exposure”:
      with
      respect to any Lender at any time, an amount equal to the sum of (a) the
      aggregate then unpaid principal amount of such Lender’s Term Loans, (b) the
      amount of such Lender’s New Term Commitment then in effect and (c) the amount of
      such Lender’s Revolving Commitment then in effect or, if the Revolving
      Commitments have been terminated, the amount of such Lender’s Revolving
      Extensions of Credit then outstanding.

     

    “Aggregate
      Exposure Percentage”:
      with
      respect to any Lender at any time, the ratio (expressed as a percentage) of
      such
      Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all
      Lenders at such time.

     

    “Agreement”:
      this
      Amended and Restated Credit Agreement, as further amended, supplemented or
      otherwise modified from time to time.

     

    “Allocated
      Proceeds”:
      as
      defined in Section 2.9(a).

     

    “Annualized
      Asset Cash Flow Amount”:
      with
      respect to any Disposition of assets, an amount equal to the portion of
      Consolidated Operating Cash Flow for the most recent Asset Disposition Test
      Period ending prior to the date of such Disposition which was contributed by
      such assets multiplied
      by
      four.

     

    “Annualized
      Operating Cash Flow”:
      for
      any fiscal quarter, an amount equal to Consolidated Operating Cash Flow for
      such
      period multiplied
      by
      four.

     

    “Annualized
      Pro Forma Operating Cash Flow”:
      an
      amount, determined on any Disposition Date or Exchange Date in connection with
      any proposed Disposition or Exchange pursuant to Section 7.5(f) or (g), equal
      to
      Consolidated Operating Cash Flow for the most recent Asset Disposition Test
      Period multiplied
      by
      four,
      calculated in the manner contemplated by Section 1.2(e) but excluding the effect
      of such Disposition or Exchange.

     

    “Applicable
      Margin”:
      (a)
      with respect to Revolving Loans, Swingline Loans and Term Loans (other than
      Incremental Term Loans), the rate per annum set forth under the relevant column
      heading below:

     

    
      	 	
              ABR
                Loans

            	 	
              Eurodollar
                Loans

            
	
              Revolving
                Loans

            	
              1.00%

            	 	
              2.00%

            
	
              Swingline
                Loans

            	
              1.00%

            	 	
              N/A

            
	
              New
                Term Loans

            	
              1.00%

            	 	
              2.00%

            
	
              Existing
                Term Loans

            	
              1.625%

            	 	
              2.625%

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ;
      provided,
      that on
      and after the first Adjustment Date occurring after the Restatement Effective
      Date, the Applicable Margin with respect to Revolving Loans and Swingline Loans
      will be determined pursuant to the Applicable Pricing Grid; and

     

    (b)
      with
      respect to Incremental Term Loans, such per annum rates as shall be agreed
      to by
      the Borrower and the applicable Incremental Term Lenders as shown in the
      applicable Incremental Facility Activation Notice.

     

    “Applicable
      Pricing Grid”:
      the
      pricing grid set forth below:

     

    
      	
               

              Consolidated
                Leverage Ratio

            	
              Applicable
                Margin for 

              Eurodollar
                Loans

            	
              Applicable
                Margin for 

              ABR
                Loans

            
	
              Greater
                than or equal to 3.0 to 1.0

            	
              2.00%

            	
              1.00%

            
	
              Less
                than 3.0 to 1.0

            	
              1.75%

            	
              0.75%

            


    

     

    For
      the
      purposes of the Applicable Pricing Grid, the Consolidated Leverage Ratio shall
      be calculated as of the last day of each fiscal quarter and changes in the
      Applicable Margin resulting from changes in the Consolidated Leverage Ratio
      shall become effective on the date (the “Adjustment
      Date”)
      that
      is three Business Days after the date on which financial statements are
      delivered to the Lenders pursuant to Section 6.1 with respect to such fiscal
      quarter (or the fiscal year ending with such fiscal quarter, as applicable)
      and
      shall remain in effect until the next change to be effected pursuant to this
      paragraph. If any financial statements referred to above are not delivered
      within the time periods specified in Section 6.1, then, until the date that
      is
      three Business Days after the date on which such financial statements are
      delivered, the highest rate set forth in each column of the Applicable Pricing
      Grid shall apply. In addition, at all times while an Event of Default shall
      have
      occurred and be continuing, the highest rate set forth in each column of the
      Applicable Pricing Grid shall apply.

     

    “Application”:
      an
      application, in such form as the relevant Issuing Lender may specify from time
      to time, requesting such Issuing Lender to open a Letter of Credit.

     

    “Approved
      Fund”:
      as
      defined in Section 10.6.

     

    “Asset
      Disposition Test Period”:
      as of
      any date of determination, the most recent fiscal quarter as to which financial
      statements have been delivered pursuant to Section 6.1.

     

    “Asset
      Sale”:
      any
      Disposition of property or series of related Dispositions of property (excluding
      (a) Exchanges pursuant to which no cash consideration is received by the
      Borrower or any of its Subsidiaries and (b) any such Disposition permitted
      by
      clause (a), (b), (c), (d), (h) or (j) of Section 7.5) that yields gross cash
      proceeds to the Borrower or any of its Subsidiaries in excess of
      $35,000,000.

     

    “Assignee”:
      as
      defined in Section 10.6(b)(i).

     

    “Assignment
      and Assumption”:
      an
      Assignment and Assumption, substantially in the form of Exhibit E.

     

    “Assumption
      Agreement”:
      an
      agreement in substantially the form of the applicable Exhibit to the Guarantee
      and Collateral Agreement, pursuant to which a Subsidiary of the Borrower becomes
      a party thereto.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Attributable
      Debt”:
      in
      respect of a sale and leaseback transaction entered into by the Borrower or
      any
      of its Subsidiaries, at the time of determination, the present value of the
      obligation of the lessee for net rental payments during the remaining term
      of
      the lease included in such sale and leaseback transaction including any period
      for which such lease has been extended or may, at the sole option of the lessor,
      be extended. Such present value shall be calculated using a discount rate equal
      to the rate of interest implicit in such transaction, determined in accordance
      with GAAP.

     

    “Authorizations”:
      all
      filings, recordings and registrations with, and all validations or exemptions,
      approvals, orders, authorizations, consents, Licenses, certificates and permits
      from, the FCC, applicable public utilities and other Governmental Authorities,
      including, without limitation, CATV Franchises, FCC Licenses and Pole
      Agreements.

     

    “Available
      Liquidity”:
      at any
      date, the sum of (a) the Available Revolving Commitments and (b) the aggregate
      amount of cash and Cash Equivalents on hand of the Borrower and its Subsidiaries
      not subject to any Lien (other than pursuant to the Loan Documents, Liens
      permitted by Section 7.3(g) or (o) or inchoate Liens permitted by Section
      7.3(a)).

     

    “Available
      Revolving Commitment”:
      as to
      any Revolving Lender at any time, an amount equal to the excess, if any, of
      (a)
      such Lender’s Revolving Commitment then in effect over
      (b) such
      Lender’s Revolving Extensions of Credit then outstanding; provided,
      that in
      calculating any Lender’s Revolving Extensions of Credit for the purpose of
      determining such Lender’s Available Revolving Commitment pursuant to Section
      2.6(a), the aggregate principal amount of Swingline Loans then outstanding
      shall
      be deemed to be zero.

     

    “Benefitted
      Lender”:
      as
      defined in Section 10.7(a).

     

    “Board”:
      the
      Board of Governors of the Federal Reserve System of the United States (or any
      successor).

     

    “Borrower”:
      as
      defined in the preamble hereto.

     

    “Borrowing
      Date”:
      any
      Business Day specified by the Borrower in a Notice of Borrowing as a date on
      which the Borrower requests the relevant Lenders to make Loans
      hereunder.

     

    “Budget”:
      as
      defined in Section 6.2(c).

     

    “Business”:
      as
      defined in Section 4.17(b).

     

    “Business
      Day”:
      a day
      other than a Saturday, Sunday or other day on which commercial banks in New
      York
      City are authorized or required by law to close, provided,
      that
      with respect to notices and determinations in connection with, and payments
      of
      principal and interest on, Eurodollar Loans, such day is also a day for trading
      by and between banks in Dollar deposits in the interbank eurodollar
      market.

     

    “Capital
      Lease Obligations”:
      as to
      any Person, the obligations of such Person to pay rent or other amounts under
      any lease of (or other arrangement conveying the right to use) real or personal
      property, or a combination thereof, which obligations are required to be
      classified and accounted for as capital leases on a balance sheet of such Person
      under GAAP and, for the purposes of this Agreement, the amount of such
      obligations at any time shall be the capitalized amount thereof at such time
      determined in accordance with GAAP.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Cash
      Equivalents”:
      (a)
      marketable direct obligations issued by, or unconditionally guaranteed by,
      the
      United States government or issued by any agency thereof and backed by the
      full
      faith and credit of the United States, in each case maturing within one year
      from the date of acquisition; (b) certificates of deposit, time deposits,
      eurodollar time deposits or overnight bank deposits having maturities of six
      months or less from the date of acquisition issued by any Lender or by any
      commercial bank organized under the laws of the United States or any state
      thereof having combined capital and surplus of not less than $500,000,000;
      (c)
      commercial paper of an issuer rated at the time of acquisition at least A-1
      by
      Standard & Poor’s Ratings Services (“S&P”)
      or P-1
      by Moody’s Investors Service, Inc. (“Moody’s”),
      or
      carrying an equivalent rating by a nationally recognized rating agency, if
      both
      of the two named rating agencies cease publishing ratings of commercial paper
      issuers generally, and maturing within six months from the date of acquisition;
      (d) repurchase obligations of any Lender or of any commercial bank satisfying
      the requirements of clause (b) of this definition, having a term of not more
      than 30 days, with respect to securities issued or fully guaranteed or insured
      by the United States government; (e) securities with maturities of one year
      or
      less from the date of acquisition issued or fully guaranteed by any state,
      commonwealth or territory of the United States, by any political subdivision
      or
      taxing authority of any such state, commonwealth or territory or by any foreign
      government, the securities of which state, commonwealth, territory, political
      subdivision, taxing authority or foreign government (as the case may be) are
      rated at the time of acquisition at least A by S&P or A by Moody’s; (f)
      securities with maturities of six months or less from the date of acquisition
      backed by standby letters of credit issued by any Lender or any commercial
      bank
      satisfying the requirements of clause (b) of this definition; or (g) shares
      of
      money market mutual or similar funds which invest exclusively in assets
      satisfying the requirements of clauses (a) through (f) of this
      definition.

     

    “CATV
      Franchise”:
      collectively, with respect to the Borrower and its Subsidiaries, (a) any
      franchise, license, permit, wire agreement or easement granted by any political
      jurisdiction or unit or other local, state or federal franchising authority
      (other than licenses, permits and easements not material to the operations
      of a
      CATV System) pursuant to which such Person has the right or license to operate
      a
      CATV System and (b) any law, regulation, ordinance, agreement or other
      instrument or document setting forth all or any part of the terms of any
      franchise, license, permit, wire agreement or easement described in clause
      (a)
      of this definition.

     

    “CATV
      System”:
      any
      cable distribution system owned or acquired by the Borrower or any of its
      Subsidiaries which receives audio, video, digital, other broadcast signals
      or
      information or telecommunications by cable, optical, antennae, microwave or
      satellite transmission and which amplifies and transmits such signals to
      customers of the Borrower or any of its Subsidiaries.

     

    “CCH”:
      Charter Communications Holdings, LLC, a Delaware limited liability company,
      together with its successors.

     

    “CCHC”:
      Charter Communications Holding Company, LLC, a Delaware limited liability
      company, together with its successors.

     

    “CCH
      Senior Note Indenture”:
      the
      collective reference to the Indentures entered into by CCH and Charter
      Communications Holdings Capital Corporation in connection with the issuance
      of
      CCH’s senior notes or senior discount notes, together with all instruments and
      other agreements entered into by CCH or Charter Communications Holdings Capital
      Corporation in connection therewith.

     

    “CCH
      Senior Notes”:
      the
      senior notes and senior discount notes of CCH and Charter Communications
      Holdings Capital Corporation issued pursuant to the CCH Senior Note
      Indenture.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “CCI”:
      Charter Communications, Inc., a Delaware corporation, together with its
      successors.

     

    “CCI
      Group”:
      the
      collective reference to CCI, CCHC, CCH and each of their respective Subsidiaries
      (including the Borrower and its Subsidiaries) and any Non-Recourse
      Subsidiaries.

     

    “CCO
      Senior Note Indenture”:
      the
      Indenture entered into by the Borrower in connection with the issuance of the
      CCO Senior Notes, together with all instruments and other agreements entered
      into by the Borrower or any of its Affiliates in connection
      therewith.

     

    “CCO
      Senior Notes”:
      the
      $1,870,409,000 aggregate principal amount at maturity senior second lien notes
      of the Borrower outstanding on the Restatement Effective Date.

     

    “CCVIII
      Credit Agreement”:
      the
      Credit Agreement, dated as of February
      2, 1999, as amended and restated as of April 27, 2004, among CC VIII Holdings,
      LLC, CC VIII Operating, LLC, as borrower, and the Borrower, as administrative
      agent and sole lender.

     

    “CCVIII
      Interest”:
      100%
      of the Class A Members’ Membership Interests in CC VIII, LLC, a Delaware limited
      liability company, under the Third Amended and Restated Limited Liability
      Company Agreement for CC VIII, LLC, dated as of October 31, 2005, as amended
      and/or restated from time to time, including any modification in the class,
      number of units, or other attributes associated with such Membership Interests;
      provided, that the CCVIII Interest shall not include such Membership Interests
      to the extent that either the “Adjusted Priority Capital” or the “Priority Rate”
(as each such term is defined under such agreement) exceeds the Adjusted
      Priority Capital or the Priority Rate, respectively, as of the Restatement
      Effective Date.

     

    “Charter
      Group”:
      the
      collective reference to CCI, CCHC, the Designated Holding Companies, the
      Borrower and its Subsidiaries, together with any member of the Paul Allen Group
      or any Affiliate of any such member that, in each case, directly or indirectly
      owns more than 50% of the Equity Interests (determined on the basis of economic
      interests) in the Borrower or any of its Subsidiaries. Notwithstanding the
      foregoing, no individual and no entity organized for estate planning purposes
      shall be deemed to be a member of the Charter Group.

     

    “Code”:
      the
      Internal Revenue Code of 1986, as amended from time to time.

     

    “Co-Documentation
      Agents”:
      as
      defined in the preamble hereto.

     

    “Collateral”:
      all
      property of the Loan Parties, now owned or hereafter acquired, upon which a
      Lien
      is purported to be created by the Guarantee and Collateral
      Agreement.

     

    “Commercial
      Contracts”:
      commercial agreements entered into by the Borrower on behalf of or for the
      benefit of its Subsidiaries in respect of the purchase or sale of capital assets
      or other products or services used in the ordinary course operation of the
      business of such Subsidiaries and/or the properties of such Subsidiaries, and
      other agreements entered into by the Borrower in respect of any acquisition
      of
      assets by, or Disposition of assets of, any Subsidiary of the Borrower otherwise
      permitted by this Agreement, provided
      that, in
      each case, (a) no such arrangement shall involve the acquisition of real estate,
      fixtures or franchise agreements, and (b) any such assets so purchased (other
      than assets described in Section 7.14(b)(ii)(z)) shall promptly following such
      purchase only be owned by the relevant Subsidiary and not by the
      Borrower.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Commitments”:
      the
      collective reference to the Revolving Commitments and the New Term
      Commitments.

     

    “Commonly
      Controlled Entity”:
      an
      entity, whether or not incorporated, that is under common control with any
      Loan
      Party within the meaning of Section 4001 of ERISA or is part of a group that
      includes any Loan Party and that is treated as a single employer under Section
      414 of the Code.

     

    “Compliance
      Certificate”:
      a
      certificate duly executed by a Responsible Officer, substantially in the form
      of
      Exhibit B. 

     

    “Conduit
      Lender”:
      any
      special purpose corporation organized and administered by any Lender for the
      purpose of making Loans otherwise required to be made by such Lender and
      designated by such Lender in a written instrument; provided,
      that
      the designation by any Lender of a Conduit Lender shall not relieve the
      designating Lender of any of its obligations to fund a Loan under this Agreement
      if, for any reason, its Conduit Lender fails to fund any such Loan, and the
      designating Lender (and not the Conduit Lender) shall have the sole right and
      responsibility to deliver all consents and waivers required or requested under
      this Agreement with respect to its Conduit Lender, and provided,
      further,
      that no
      Conduit Lender shall (a) be entitled to receive any greater amount pursuant
      to
      Section 2.16, 2.17, 2.18 or 10.5 than the designating Lender would have been
      entitled to receive in respect of the extensions of credit made by such Conduit
      Lender or (b) be deemed to have any Revolving Commitment.

     

    “Confidential
      Information Memorandum”:
      the
      final Confidential Information Memorandum dated February 2007 and furnished
      to
      certain of the Lenders in connection with the Facilities, including materials
      incorporated by reference therein.

     

    “Consideration”:
      with
      respect to any Investment or Disposition, (a) any cash or other property (valued
      at fair market value in the case of such other property) paid or transferred
      in
      connection therewith, (b) the principal amount of any Indebtedness assumed
      in
      connection therewith and (c) any letters of credit, surety arrangements or
      security deposits posted in connection therewith.

     

    “Consolidated
      First Lien Leverage Ratio”:
      as of
      the last day of any period, the ratio of (a) the sum of (i) the aggregate
      principal amount of all Indebtedness (including L/C Obligations) outstanding
      under this Agreement at such date and (ii) the aggregate principal amount of
      any
      other Indebtedness (other than (x) in the case of contingent obligations of
      the
      type described in clause (f) of the definition of “Indebtedness”, any such
      obligations not constituting L/C Obligations and (y) Indebtedness incurred
      pursuant to Section 7.2(g)) of the Borrower and its Subsidiaries at such date
      that is secured by the Collateral on a basis pari
      passu
      with the
      Indebtedness under this Agreement, determined on a consolidated basis in
      accordance with GAAP to (b) Annualized Operating Cash Flow determined in respect
      of the fiscal quarter ending on such day.

     

    “Consolidated
      Leverage Ratio”:
      as of
      the last day of any period, the ratio of (a) Consolidated Total Debt on such
      day
      to (b) Annualized Operating Cash Flow determined in respect of the fiscal
      quarter ending on such day.

     

    “Consolidated
      Net Income”:
      for
      any period, the consolidated net income (or loss) of the Borrower and its
      Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided
      that,
      GAAP to the contrary notwithstanding, there shall be excluded (a) the income
      (or
      deficit) of any Person accrued prior to the date it becomes a Subsidiary of
      the
      Borrower or is merged into or consolidated with the Borrower or any of its
      Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary
      of the Borrower) in which the Borrower or any of its Subsidiaries has an
      ownership interest, except to the extent that any such income is actually
      received by the Borrower or such Subsidiary in the 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      form
        of
        dividends or similar distributions, (c) the undistributed earnings of any
        Subsidiary of the Borrower (including any Excluded Acquired Subsidiary) to
        the
        extent that the declaration or payment of dividends or similar distributions
        by
        such Subsidiary is not at the time permitted by the terms of any Contractual
        Obligation (other than under any Loan Document) or Requirement of Law applicable
        to such Subsidiary and (d) whether or not distributed, the income of any
        Non-Recourse Subsidiary.

    

     

    “Consolidated
      Operating Cash Flow”:
      for
      any period with respect to the Borrower and its Subsidiaries, Consolidated
      Net
      Income for such period plus,
      without
      duplication and to the extent deducted in computing Consolidated Net Income
      for
      such period, the sum of (i) total income tax expense, (ii) interest expense,
      amortization or writeoff of debt discount and debt issuance costs and
      commissions, discounts and other fees and charges associated with Indebtedness,
      (iii) depreciation and amortization expense, (iv) management fees expensed
      during such period, (v) any extraordinary or non-recurring expenses or losses,
      (vi) any expenses or losses consisting of restructuring charges, litigation
      settlements and judgments and related costs, (vii) losses on Dispositions of
      assets outside of the ordinary course of business and (viii) other non-cash
      items reducing such Consolidated Net Income and minus,
      without
      duplication and to the extent included in the statement of Consolidated Net
      Income for such period, the sum of (i) any extraordinary or non-recurring income
      or gains, (ii) gains on Dispositions of assets outside of the ordinary course
      of
      business and (iii) other non-cash items increasing such Consolidated Net Income,
      all as determined on a consolidated basis in accordance with GAAP.

     

    “Consolidated
      Total Debt”:
      at any
      date, the aggregate principal amount of all Indebtedness (other than (x) in
      the
      case of contingent obligations of the type described in clause (f) of the
      definition of “Indebtedness”, any such obligations not constituting L/C
      Obligations and (y) Indebtedness incurred pursuant to Section 7.2(g)) of the
      Borrower and its Subsidiaries at such date, determined on a consolidated basis
      in accordance with GAAP.

     

    “Contractual
      Obligation”:
      as to
      any Person, any provision of any debt or equity security issued by such Person
      or of any agreement, instrument or other undertaking to which such Person is
      a
      party or by which it or any of its property is bound.

     

    “Debt
      Repayment”:
      as
      defined in Section 7.6(c).

     

    “Default”:
      any of
      the events specified in Section 8, whether or not any requirement for the
      giving of notice, the lapse of time, or both, has been satisfied.

     

    “Designated
      Holding Companies”:
      the
      collective reference to (i) CCH, (ii) each direct and indirect Subsidiary,
      whether now existing or hereafter created or acquired, of CCH of which Holdings
      is a direct or indirect Subsidiary and (iii) Holdings.

     

    “DHC
      Debt”:
      the
      collective reference to all Indebtedness of the Designated Holding
      Companies.

     

    “DHC
      Default”:
      with
      respect to any one or more issues of DHC Debt aggregating more than
      $200,000,000, any default (other than a default based on the failure of the
      relevant issuer to provide a certificate, report or other information, until
      notice of such default is given to such issuer by the required holders or
      trustee as specified in the indenture or agreement governing such DHC Debt)
      or
      event of default. 

     

    “Disposition”:
      with
      respect to any property, any sale, lease (other than leases in the ordinary
      course of business, including leases of excess office space and fiber leases),
      sale and leaseback, 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

      assignment,
        conveyance, transfer or other disposition thereof, including pursuant to
        an
        exchange for other property. The terms “Dispose”
and
        “Disposed
        of”
shall
        have correlative meanings.

    

     

    “Disposition
      Date”:
      as
      defined in Section 7.5(f).

     

    “Dollars”
and
      “$”:
      dollars in lawful currency of the United States.

     

    “Domestic
      Subsidiary”:
      any
      Subsidiary of the Borrower organized under the laws of any jurisdiction within
      the United States.

     

    “Environmental
      Laws”:
      any
      and all foreign, federal, state, local or municipal laws, rules, orders,
      regulations, statutes, ordinances, codes, decrees, requirements of any
      Governmental Authority or other Requirements of Law (including common law)
      regulating, relating to or imposing liability or standards of conduct concerning
      protection of human health or the environment, as now or may at any time
      hereafter be in effect.

     

    “Equity
      Interests”:
      any
      and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all classes of membership
      interests in a limited liability company, any and all classes of partnership
      interests in a partnership and any and all other equivalent ownership interests
      in a Person, and any and all warrants, rights or options to purchase any of
      the
      foregoing.

     

    “ERISA”:
      the
      Employee Retirement Income Security Act of 1974, as amended from time to time
      and the regulations promulgated thereunder.

     

    “Eurocurrency
      Reserve Requirements”:
      for
      any day, as applied to a Eurodollar Loan, the aggregate (without duplication)
      of
      the maximum rates (expressed as a decimal fraction) of reserve requirements
      in
      effect on such day (including basic, supplemental, marginal and emergency
      reserves under any regulations of the Board or other Governmental Authority
      having jurisdiction with respect thereto) dealing with reserve requirements
      prescribed for eurocurrency funding (currently referred to as “Eurocurrency
      Liabilities” in Regulation D of the Board) maintained by a member bank of the
      Federal Reserve System.

     

    “Eurodollar
      Base Rate”:
      with
      respect to each day during each Interest Period pertaining to a Eurodollar
      Loan,
      the rate per annum determined on the basis of the rate for deposits in Dollars
      for a period equal to such Interest Period commencing on the first day of such
      Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M.,
      London time, two Business Days prior to the beginning of such Interest Period.
      In the event that such rate does not appear on Page 3750 of the Telerate screen
      (or otherwise on such screen), the “Eurodollar
      Base Rate”
shall
      be determined by reference to such other comparable publicly available service
      for displaying eurodollar rates as may be selected by the Administrative Agent
      or, in the absence of such availability, by reference to the rate at which
      the
      Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
      York
      City time, two Business Days prior to the beginning of such Interest Period
      in
      the interbank eurodollar market where its eurodollar and foreign currency and
      exchange operations are then being conducted for delivery on the first day
      of
      such Interest Period for the number of days comprised therein.

     

    “Eurodollar
      Loans”:
      Loans
      for which the applicable rate of interest is based upon the Eurodollar
      Rate.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Eurodollar
      Rate”:
      with
      respect to each day during each Interest Period pertaining to a Eurodollar
      Loan,
      a rate per annum determined for such day in accordance with the following
      formula (rounded upward to the nearest 1/100th of 1%):

     

    Eurodollar
      Base Rate  

    1.00
      -
      Eurocurrency Reserve Requirements

     

    “Eurodollar
      Tranche”:
      the
      collective reference to Eurodollar Loans under a particular Facility, the then
      current Interest Periods with respect to all of which begin on the same date
      and
      end on the same later date (whether or not such Loans shall originally have
      been
      made on the same day).

     

    “Event
      of Default”:
      any of
      the events specified in Section 8, provided
      that any
      requirement for the giving of notice, the lapse of time, or both, has been
      satisfied.

     

    “Exchange”:
      any
      exchange of operating assets for other operating assets in a Permitted Line
      of
      Business and, subject to the last sentence of this definition, of comparable
      value and use to those assets being exchanged, including exchanges involving
      the
      transfer or acquisition (or both transfer and acquisition) of Equity Interests
      of a Person so long as 100% of the Equity Interests of such Person held by
      the
      Borrower and its Subsidiaries are transferred or 100% of the Equity Interests
      of
      such Person are acquired, as the case may be. It is understood that exchanges
      of
      the kind described above as to which a portion of the consideration paid or
      received is in the form of cash shall nevertheless constitute “Exchanges” for
      the purposes of this Agreement.

     

    “Exchange
      Date”:
      the
      date of consummation of any Exchange; provided
      that,
      with respect to a series of related Dispositions required pursuant to a plan
      of
      Exchange contained in a single agreement, the Exchange Date shall be the date
      of
      the first such Disposition.

     

    “Exchange
      Excess Amount”:
      as
      defined in Section 7.5(g).

     

    “Excluded
      Acquired Subsidiary”:
      any
      Subsidiary described in paragraph (f) of Section 7.2 to the extent that the
      documentation governing the Indebtedness referred to in said paragraph prohibits
      (including by reason of its inability to satisfy a leverage ratio or other
      financial covenant condition under such Indebtedness) such Subsidiary from
      becoming a Subsidiary Guarantor, but only so long as such Indebtedness remains
      outstanding.

     

    “Existing
      Credit Agreement”:
      as
      defined in the recitals hereto.

     

    “Existing
      Term Lender”:
      each
      Lender that holds an Existing Term Loan.

     

    “Existing
      Term Loan”:
      as
      defined in Section 2.1(a).

     

    “Facility”:
      each
      of (a) the Term Loans and any New Term Commitments (the “Term
      Facility”),
      (b)
      the Revolving Commitments and the extensions of credit made thereunder (the
      “Revolving
      Facility”)
      and
      (c) the Incremental Term Loans (the “Incremental
      Term Facility”).

     

    “FCC”:
      the
      Federal Communications Commission and any successor thereto.

     

    “FCC
      License”:
      any
      community antenna relay service, broadcast auxiliary license, earth station
      registration, business radio, microwave or special safety radio service license
      issued by the FCC pursuant to the Communications Act of 1934, as
      amended.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Federal
      Funds Effective Rate”:
      for
      any day, the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      that is a Business Day, the average of the quotations for the day of such
      transactions received by the Administrative Agent from three federal funds
      brokers of recognized standing selected by it.

     

    “Flow-Through
      Entity”:
      any
      Person that is not treated as a separate tax paying entity for United States
      federal income tax purposes.

     

    “Foreign
      Subsidiary”:
      any
      Subsidiary of the Borrower that is not a Domestic Subsidiary.

     

    “Funding
      Office”:
      the
      office of the Administrative Agent specified in Section 10.2 or such other
      office as may be specified from time to time by the Administrative Agent as
      its
      funding office by written notice to the Borrower and the Lenders.

     

    “GAAP”:
      generally accepted accounting principles in the United States as in effect
      from
      time to time, except that for purposes of Section 7.1, GAAP shall be determined
      on the basis of such principles in effect on December 31, 2005 as applied in
      the
      preparation of the most recent audited financial statements delivered pursuant
      to Section 6.1 prior to the Restatement Effective Date. In the event that any
      “Accounting Change” (as defined below) shall occur and such change results in a
      change in the method of calculation of financial covenants, standards or terms
      in this Agreement, then the Borrower and the Administrative Agent agree to
      enter
      into negotiations in order to amend such provisions of this Agreement so as
      to
      equitably reflect such Accounting Changes with the desired result that the
      criteria for evaluating the Borrower’s financial condition shall be the same
      after such Accounting Changes as if such Accounting Changes had not been made.
      Until such time as such an amendment shall have been executed and delivered
      by
      the Borrower, the Administrative Agent and the Required Lenders, all financial
      covenants, standards and terms in this Agreement shall continue to be calculated
      or construed as if such Accounting Changes had not occurred. “Accounting
      Changes” refers to changes in (a) accounting principles required by the
      promulgation of any rule, regulation, pronouncement or opinion by the Financial
      Accounting Standards Board of the American Institute of Certified Public
      Accountants or, if applicable, the SEC, (b) the Borrower’s manner of accounting
      as directed or otherwise required or requested by the SEC (including such SEC
      changes affecting a Qualified Parent Company and applicable to the Borrower),
      and (c) the Borrower’s manner of accounting addressed in a preferability letter
      from the Borrower’s independent auditors to the Borrower (or a Qualified Parent
      Company and applicable to the Borrower) in order for such auditor to deliver
      an
      opinion on the Borrower’s financial statements required to be delivered pursuant
      to Section 6.1 without qualification.

     

    “Governmental
      Authority”:
      any
      nation or government, any state or other political subdivision thereof, any
      agency, authority, instrumentality, regulatory body, court, central bank or
      other entity exercising executive, legislative, judicial, taxing, regulatory
      or
      administrative functions of or pertaining to government, any securities exchange
      and any self-regulatory organization (including the National Association of
      Insurance Commissioners).

     

    “Guarantee
      and Collateral Agreement”:
      the
      Amended and Restated Guarantee and Collateral Agreement, substantially in the
      form of Exhibit A, executed and delivered by Holdings, the Borrower and each
      Subsidiary Guarantor.

     

    “Guarantee
      Obligation”:
      as to
      any Person (the “guaranteeing
      person”),
      any
      obligation of (a) the guaranteeing person or (b) another Person (including
      any
      bank under any letter of credit) to induce the creation of which the
      guaranteeing person has issued a reimbursement, counterindemnity or similar
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

      obligation,
        in either case guaranteeing or in effect guaranteeing any Indebtedness, leases,
        dividends or other obligations (the “primary
        obligations”)
        of any
        other third Person (the “primary
        obligor”)
        in any
        manner, whether directly or indirectly, including any obligation of the
        guaranteeing person, whether or not contingent, (i) to purchase any such
        primary
        obligation or any property constituting direct or indirect security therefor,
        (ii) to advance or supply funds (1) for the purchase or payment of any such
        primary obligation or (2) to maintain working capital or equity capital of
        the
        primary obligor or otherwise to maintain the net worth or solvency of the
        primary obligor, (iii) to purchase property, securities or services primarily
        for the purpose of assuring the owner of any such primary obligation of the
        ability of the primary obligor to make payment of such primary obligation
        or
        (iv) otherwise to assure or hold harmless the owner of any such primary
        obligation against loss in respect thereof; provided,
        however,
        that
        the term “Guarantee Obligation” shall not include endorsements of instruments
        for deposit or collection in the ordinary course of business. The amount
        of any
        Guarantee Obligation of any guaranteeing person shall be deemed to be the
        lower
        of (a) an amount equal to the stated or determinable amount of the primary
        obligation in respect of which such Guarantee Obligation is made and (b)
        the
        maximum amount for which such guaranteeing person may be liable pursuant
        to the
        terms of the instrument embodying such Guarantee Obligation, unless such
        primary
        obligation and the maximum amount for which such guaranteeing person may
        be
        liable are not stated or determinable, in which case the amount of such
        Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
        anticipated liability in respect thereof as determined by the Borrower in
        good
        faith.

    

     

    “Guarantors”:
      the
      collective reference to Holdings and the Subsidiary Guarantors.

     

    “Hedge
      Agreements”:
      all
      interest rate swaps, caps or collar agreements or similar arrangements dealing
      with interest rates or currency exchange rates or the exchange of nominal
      interest obligations, either generally or under specific contingencies.


     

    “Holdings”:
      as
      defined in the preamble hereto, together with any successor
      thereto.

     

    “Holdings
      Administrative Agent”:
      Bank
      of America, N.A.

     

    “Holdings
      Credit Agreement”:
      the
      credit agreement, dated as of the date hereof or shortly thereafter, among
      Holdings, the financial institutions from time to time parties thereto, Holdings
      Administrative Agent and the other agents party thereto.

     

    “Holdings
      Credit Documents”:
      the
“Loan Documents” as defined in the Holdings Credit Agreement.

     

    “Holdings
      Intercreditor Agreement”:
      the
      Intercreditor Agreement, dated as of the date hereof or shortly thereafter,
      between the Administrative Agent and the Holdings Administrative
      Agent.

     

    “Holdings
      Loan Obligations”:
      the
“Loans” under and as defined in the Holdings Credit Agreement.

     

    “Holdings
      Senior Note Indenture”:
      the
      Indenture relating to the 8 3/4% Senior Notes of Holdings due 2013, dated as
      of
      November 10, 2003, by and among Holdings, CCO Holdings Capital Corp. and
      Wilmington Trust Company (as successor to Wells Fargo Bank, N.A.), as
      trustee.

     

    “Incremental
      Facility Activation Notice”:
      a
      notice substantially in the form of Exhibit F-2.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Incremental
      Facility Closing Date”:
      any
      Business Day designated as such in an Incremental Facility Activation
      Notice.

     

    “Incremental
      Term Facility”:
      as
      defined in the definition of “Facility”.

     

    “Incremental
      Term Lenders”:
      (a) on any Incremental Facility Activation Date relating to Incremental
      Term Loans, the Lenders signatory to the relevant Incremental Facility
      Activation Notice and (b) thereafter, each Lender that is a holder of an
      Incremental Term Loan.

     

    “Incremental
      Term Loans”:
      as
      defined in Section 2.1(a).

     

    “Incremental
      Term Maturity Date”:
      with
      respect to the Incremental Term Loans to be made pursuant to any Incremental
      Facility Activation Notice, the final maturity date specified in such
      Incremental Facility Activation Notice, which date shall be no earlier than
      the
      final maturity of the Term Loans.

     

    “Indebtedness”:
      of any
      Person at any date, without duplication, (a) all indebtedness of such Person
      for
      borrowed money, (b) all obligations of such Person for the deferred purchase
      price of property or services (other than trade payables incurred in the
      ordinary course of such Person’s business), (c) all obligations of such Person
      evidenced by notes, bonds, debentures or other similar instruments, (d) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such agreement
      in
      the event of default are limited to repossession or sale of such property),
      (e)
      all Capital Lease Obligations of such Person, (f) all obligations of such
      Person, contingent or otherwise, as an account party under acceptances, letters
      of credit, surety bonds or similar arrangements, (g) the liquidation value
      of
      all redeemable preferred Equity Interests of such Person (excluding, however,
      the CCVIII Interest), (h) all Guarantee Obligations of such Person in respect
      of
      obligations of the kind referred to in clauses (a) through (g) above, (i) all
      obligations of the kind referred to in clauses (a) through (h) above secured
      by
      (or for which the holder of such obligation has an existing right, contingent
      or
      otherwise, to be secured by) any Lien on property (including accounts and
      contract rights) owned by such Person, whether or not such Person has assumed
      or
      become liable for the payment of such obligation, and (j) for the purposes
      of
      Sections 8(e) and (f) only, all obligations of such Person in respect of Hedge
      Agreements. The Indebtedness of any Person shall include, without duplication,
      the Indebtedness of any other entity (including any partnership in which such
      Person is a general partner) to the extent such Person is liable therefor as
      a
      result of such Person’s ownership interest in or other relationship with such
      entity, except to the extent the terms of such Indebtedness expressly provide
      that such Person is not liable therefor.

     

    “Insolvency”:
      with
      respect to any Multiemployer Plan, the condition that such Plan is insolvent
      within the meaning of Section 4245 of ERISA.

     

    “Insolvent”:
      pertaining to a condition of Insolvency.

     

    “Intellectual
      Property”:
      the
      collective reference to all rights, priorities and privileges relating to
      intellectual property, whether arising under United States, multinational or
      foreign laws or otherwise, including copyrights, copyright licenses, patents,
      patent licenses, trademarks, trademark licenses, technology, know-how and
      processes, and all rights to sue at law or in equity for any infringement or
      other impairment thereof, including the right to receive all proceeds and
      damages therefrom.

     

    “Intercompany
      Obligations”:
      as
      defined in the Guarantee and Collateral Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Interest
      Payment Date”:
      (a) as
      to any ABR Loan, the last day of each March, June, September and December to
      occur while such Loan is outstanding and the final maturity date of such Loan,
      (b) as to any Eurodollar Loan having an Interest Period of three months or
      less,
      the last day of such Interest Period, (c) as to any Eurodollar Loan having
      an
      Interest Period longer than three months, each day that is three months, or
      a
      whole multiple thereof, after the first day of such Interest Period and the
      last
      day of such Interest Period and (d) as to any Loan (other than any Revolving
      Loan that is an ABR Loan and any Swingline Loan), the date of any repayment
      or
      prepayment made in respect thereof.

     

    “Interest
      Period”:
      as to
      any Eurodollar Loan, (a) initially, the period commencing on the borrowing
      or
      conversion date, as the case may be, with respect to such Eurodollar Loan and
      ending one, two, three, six or, if consented to by (which consent shall not
      be
      unreasonably withheld) each Lender under the relevant Facility, nine or twelve
      months thereafter, as selected by the Borrower in its notice of borrowing or
      notice of conversion, as the case may be, given with respect thereto; and (b)
      thereafter, each period commencing on the last day of the next preceding
      Interest Period applicable to such Eurodollar Loan and ending one, two, three,
      six or, if consented to by (which consent shall not be unreasonably withheld)
      each Lender under the relevant Facility, nine or twelve months thereafter,
      as
      selected by the Borrower by irrevocable notice to the Administrative Agent
      not
      less than three Business Days prior to the last day of the then current Interest
      Period with respect thereto; provided
      that,
      all of the foregoing provisions relating to Interest Periods are subject to
      the
      following:

     

    (i)    if
      any
      Interest Period would otherwise end on a day that is not a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day unless
      the
      result of such extension would be to carry such Interest Period into another
      calendar month in which event such Interest Period shall end on the immediately
      preceding Business Day;

     

    (ii)    the
      Borrower may not select an Interest Period under a particular Facility that
      would extend beyond the Revolving Termination Date or beyond the date final
      payment is due on the Term Loans or the relevant Incremental Term Loans, as
      the
      case may be;

     

    (iii)    any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of a
      calendar month; and

     

    (iv)    the
      Borrower shall select Interest Periods so as not to require a payment or
      prepayment of any Eurodollar Loan during an Interest Period for such
      Loan.

     

    “Investments”:
      as
      defined in Section 7.7.

     

    “Issuing
      Lender”:
      each
      of JPMorgan Chase Bank, Bank of America, N.A. and any other Revolving Lender
      that has agreed in its sole discretion to act as an “Issuing Lender” hereunder
      and that has been approved in writing by the Administrative Agent as an “Issuing
      Lender” hereunder, in each case in its capacity as issuer of any Letter of
      Credit.

     

    “JPMorgan
      Chase Bank”:
      JPMorgan Chase Bank, N.A.

     

    “KPMG”:
      KPMG,
      LLP.

     

    “LaGrange
      Documents”:
      collectively, the LaGrange Indenture, the LaGrange Sale-Leaseback Agreement,
      the
      LaGrange Management Agreement, the LaGrange Subordination Agreement and the
      LaGrange Formation Documents and the other organizational documents of the
      LaGrange Subsidiaries, in each case as in effect on the Restatement Effective
      Date or as amended from time to time 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

      thereafter
        in a manner that does not materially and adversely affect the interests of
        the
        Lenders and does not result in materially more onerous terms and conditions
        with
        respect to the Borrower and its Subsidiaries.

    

     

    “LaGrange
      Formation Documents”:
      the
      Articles of Organization of Charter LaGrange, L.L.C., dated July 30, 1998 (as
      corrected by Certificate of Correction on July 10, 2003), Operating Agreement
      of
      Charter-LaGrange, L.L.C., dated July 30, 1998, as amended by the First Amendment
      to Operating Agreement dated June 19, 2003, the Amended and Restated Articles
      of
      Incorporation of CF Finance LaGrange, Inc., dated August 8, 1998 (as corrected
      by Certificated of Correction filed on July 10, 2003), and Bylaws of CF Finance
      LaGrange, Inc., dated August 4, 1998.

     

    “LaGrange
      Indenture”:
      the
      Trust Indenture and Security Agreement, dated as of July 1, 1998, between the
      LaGrange Development Authority and Reliance Trust Company, as trustee.


     

    “LaGrange
      Management Agreement”:
      the
      Management Agreement, dated as of August 4, 1998, between Charter
      Communications, LLC (formerly known as Charter Communications, L.P.) and
      Charter-LaGrange, L.L.C.

     

    “LaGrange
      Sale-Leaseback Agreement”:
      the
      Lease Agreement, dated as of July 1, 1998, between the LaGrange Development
      Authority and Charter LaGrange, L.L.C.

     

    “LaGrange
      Subordination Agreement”:
      the
      Management Fee Subordination Agreement, dated as of July 1, 1998, among Charter
      Communications, LLC (formerly known as Charter Communications, L.P.),
      Charter-LaGrange, L.L.C. and the LaGrange Development Authority.

     

    “LaGrange
      Subsidiaries”:
      collectively, CF Finance LaGrange, Inc., a Georgia corporation, and Charter
      LaGrange, L.L.C., a Georgia limited liability company, and their respective
      Subsidiaries.

     

    “L/C
      Commitment”:
      $350,000,000.

     

    “L/C
      Fee Payment Date”:
      the
      last day of each March, June, September and December and the last day of the
      Revolving Commitment Period.

     

    “L/C
      Obligations”:
      at any
      time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired
      amount of the then outstanding Letters of Credit and (b) the aggregate amount
      of
      drawings under Letters of Credit that have not then been reimbursed pursuant
      to
      Section 3.5.

     

    “L/C
      Participants”:
      with
      respect to any Letter of Credit, the collective reference to all Revolving
      Lenders other than the Issuing Lender that issued such Letter of
      Credit.

     

    “Lenders”:
      as
      defined in the preamble hereto.

     

    “Letters
      of Credit”:
      as
      defined in Section 3.1(a).

     

    “License”:
      as to
      any Person, any license, permit, certificate of need, authorization,
      certification, accreditation, franchise, approval, or grant of rights by any
      Governmental Authority or other Person necessary or appropriate for such Person
      to own, maintain, or operate its business or property, including FCC
      Licenses.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Lien”:
      any
      mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
      lien (statutory or other), charge or other security interest or any preference,
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever (including any conditional sale or other title retention
      agreement and any capital lease having substantially the same economic effect
      as
      any of the foregoing).

     

    “Loan”:
      any
      loan made or held by any Lender pursuant to this Agreement.

     

    “Loan
      Documents”:
      this
      Agreement, the Guarantee and Collateral Agreement, the Notes and any other
      agreements, documents or instruments to which any Loan Party is party and which
      is designated as a Loan Document.

     

    “Loan
      Parties”:
      Holdings, the Borrower and each Subsidiary of the Borrower that is a party
      to a
      Loan Document.

     

    “Majority
      Facility Lenders”:
      with
      respect to the Term Facility or Revolving Facility, the holders of more than
      50%
      of the aggregate unpaid principal amount of the Term Loans (and, if applicable,
      any New Term Commitments) or the Total Revolving Extensions of Credit, as the
      case may be, outstanding under such Facility (or, in the case of the Revolving
      Facility, prior to any termination of the Revolving Commitments, the holders
      of
      more than 50% of the Total Revolving Commitments).

     

    “Management
      Fee Agreement”:
      the
      Second Amended and Restated Management Agreement dated as of June 19, 2003
      between the Borrower and CCI.

     

    “Material
      Adverse Effect”:
      a
      material adverse effect on (a) the business, property, operations or condition
      (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole
      or (b) the validity or enforceability of any material provision of this
      Agreement or any of the other Loan Documents or the rights or remedies of the
      Administrative Agent or the Lenders hereunder or thereunder.

     

    “Materials
      of Environmental Concern”:
      any
      gasoline or petroleum (including crude oil or any fraction thereof) or petroleum
      products or any hazardous or toxic substances, materials or wastes, defined
      or
      regulated as such in or under any Environmental Law, including asbestos,
      polychlorinated biphenyls and urea-formaldehyde insulation.

     

    “Multiemployer
      Plan”:
      a Plan
      that is a multiemployer plan as defined in Section 4001(a)(3) of
      ERISA.

     

    “Net
      Cash Proceeds”:
      (a) in
      connection with any Asset Sale or any Recovery Event, the proceeds thereof
      in
      the form of cash and Cash Equivalents (including any such proceeds received
      by
      way of deferred payment of principal pursuant to a note or installment
      receivable or purchase price adjustment receivable or otherwise, but only as
      and
      when received), net of attorneys’ fees, accountants’ fees, investment banking
      fees and consultants’ fees (in each case, including costs and disbursements),
      amounts required to be applied to the repayment of Indebtedness secured by
      a
      Lien expressly permitted hereunder on any asset that is the subject of such
      Asset Sale or Recovery Event (other than any Lien pursuant to the Guarantee
      and
      Collateral Agreement) and other customary fees and expenses actually incurred
      in
      connection therewith and net of taxes paid or reasonably estimated to be payable
      as a result thereof (after taking into account any available tax credits or
      deductions and any tax sharing arrangements) and (b) in connection with any
      issuance or sale of Equity Interests or any incurrence of Indebtedness, the
      cash
      proceeds received from such issuance or incurrence, net of attorneys’ fees,
      investment banking fees, accountants’ fees, underwriting discounts and
      commissions and other customary fees and expenses actually incurred in
      connection therewith.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “New
      Lender”:
      as
      defined in Section 2.1(d).

     

    “New
      Lender Supplement”:
      as
      defined in Section 2.1(d).

     

    “New
      Term Commitment”:
      as to
      any New Term Lender, the obligation of such Lender to make New Term Loans in
      an
      aggregate principal amount not to exceed, as applicable, (a) the amount set
      forth opposite such Lender’s name under the heading “New
      Term Commitment”
on
      Schedule 1.1 or (b) the amount set forth in any Assignment and Assumption to
      which such Lender is a party as an Assignee, in each case as the same may be
      changed from time to time pursuant to the terms hereof. The New Term Commitment
      of each New Term Lender shall automatically be permanently reduced by the amount
      of any New Term Loan made by it. Any remaining New Term Commitments outstanding
      on April 30, 2007 shall automatically terminate if not funded on such
      date.

     

    “New
      Term Lender”:
      each
      Lender that holds a New Term Commitment or makes a New Term Loan.

     

    “New
      Term Loans”:
      as
      defined in Section 2.1(a).

     

    “New
      York UCC”:
      the
      Uniform Commercial Code as from time to time in effect in the State of New
      York.

     

    “Non-Excluded
      Taxes”:
      as
      defined in Section 2.17(a).

     

    “Non-Recourse
      Subsidiary”:
      (a)
      any Subsidiary of the Borrower designated as a Non-Recourse Subsidiary on
      Schedule 4.15, (b) any Subsidiary of the Borrower created or acquired subsequent
      to the Restatement Effective Date that is designated as a Non-Recourse
      Subsidiary by the Borrower or any of its Subsidiaries substantially concurrently
      with such creation or acquisition, (c) any Shell Subsidiary of the Borrower
      that, at any point following the Restatement Effective Date, no longer qualifies
      as a Shell Subsidiary that is designated as a Non-Recourse Subsidiary by the
      Borrower or any of its Subsidiaries substantially concurrently with such failure
      to qualify as a Shell Subsidiary and (d) any Subsidiary of any such designated
      Subsidiary, provided,
      that
      (i) at no time shall any creditor of any such Subsidiary have any claim (whether
      pursuant to a Guarantee Obligation or otherwise) against the Borrower or any
      of
      its other Subsidiaries (other than another Non-Recourse Subsidiary) in respect
      of any Indebtedness or other obligation (except for obligations arising by
      operation of law, including joint and several liability for taxes, ERISA and
      similar items) of any such Subsidiary (other than in respect of a non-recourse
      pledge of Equity Interests in such Subsidiary); (ii) neither the Borrower nor
      any of its Subsidiaries (other than another Non-Recourse Subsidiary) shall
      become a general partner of any such Subsidiary; (iii) no default with respect
      to any Indebtedness of any such Subsidiary (including any right which the
      holders thereof may have to take enforcement action against any such
      Subsidiary), shall permit solely as a result of such Indebtedness being in
      default or accelerated (upon notice, lapse of time or both) any holder of any
      Indebtedness of the Borrower or its other Subsidiaries (other than another
      Non-Recourse Subsidiary) to declare a default on such other Indebtedness or
      cause the payment thereof to be accelerated or payable prior to its final
      scheduled maturity; (iv) no such Subsidiary shall own any Equity Interests
      of,
      or own or hold any Lien on any property of, the Borrower or any other Subsidiary
      of the Borrower (other than another Non-Recourse Subsidiary); (v) no Investments
      may be made in any such Subsidiary by the Borrower or any of its Subsidiaries
      (other than by another Non-Recourse Subsidiary) except to the extent permitted
      under Section 7.7(g), (h) or (l); (vi) the Borrower shall not directly own any
      Equity Interests in such Subsidiary; (vii) at the time of such designation,
      no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom; (viii) such Subsidiary is not a Loan Party; and (ix) such
      Subsidiary was not acquired pursuant to Section 7.7(f). It is understood that
      Non-

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

      Recourse
        Subsidiaries shall be disregarded for the purposes of any calculation pursuant
        to this Agreement relating to financial matters with respect to the
        Borrower.

    

     

    “Non-U.S.
      Lender”:
      as
      defined in Section 2.17(d).

     

    “Notes”:
      the
      collective reference to any promissory note evidencing Loans.

     

    “Notice
      of Borrowing”:
      an
      irrevocable notice of borrowing, substantially in the form of Exhibit I, to
      be
      delivered in connection with each extension of credit hereunder.

     

    “Other
      Taxes”:
      any
      and all present or future stamp or documentary taxes or any other excise or
      property taxes, charges or similar levies arising from any payment made
      hereunder or from the execution, delivery or enforcement of, or otherwise with
      respect to, this Agreement or any other Loan Document.

     

    “Participant”:
      as
      defined in Section 10.6(c)(i).

     

    “Paul
      Allen Group”:
      the
      collective reference to (a) Paul G. Allen, (b) his estate, spouse, immediate
      family members and heirs and (c) any trust, corporation, partnership or other
      entity, the beneficiaries, stockholders, partners or other owners of which
      consist exclusively of Paul G. Allen or such other Persons referred to in clause
      (b) above or a combination thereof.

     

    “PBGC”:
      the
      Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
      Title
      IV of ERISA (or any successor).

     

    “Permitted
      Line of Business”:
      as
      defined in Section 7.14(a).

     

    “Person”:
      an
      individual, partnership, corporation, limited liability company, business trust,
      joint stock company, trust, unincorporated association, joint venture,
      Governmental Authority or other entity of whatever nature.

     

    “Plan”:
      at a
      particular time, any employee benefit plan that is covered by Title IV of ERISA
      and in respect of which a Loan Party or a Commonly Controlled Entity is (or,
      if
      such plan were terminated at such time, would under Section 4069 of ERISA be
      deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     

    “Pole
      Agreement”:
      any
      pole attachment agreement or underground conduit use agreement entered into
      in
      connection with the operation of any CATV System.

     

    “Prime
      Rate”:
      the
      rate of interest per annum publicly announced from time to time by the
      Administrative Agent as its prime rate in effect at its principal office in
      New
      York City (the Prime Rate not being intended to be the lowest rate of interest
      charged by the Administrative Agent in connection with extensions of credit
      to
      debtors).

     

    “Properties”:
      as
      defined in Section 4.17(a).

     

    “QPC
      Indentures”:
      any
      indenture or other agreement governing Indebtedness of a Qualified Parent
      Company outstanding on the Restatement Effective Date.

     

    “Qualified
      Credit Support Limitations”:
      limitations on the ability of a Subsidiary to become a Guarantor or grant Liens
      on its assets no less favorable in any material respect to the Lenders


     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

      than
        those in effect pursuant to the CCH Senior Note Indenture as in effect on
        the
        Restatement Effective Date.

    

     

    “Qualified
      Indebtedness”:
      any
      Indebtedness of a Qualified Parent Company (a) which is not held by any member
      of the CCI Group and (b) to the extent that the Net Cash Proceeds thereof,
      if
      any, are or were used for the (i) payment of interest of or principal (or
      premium) on any Qualified Indebtedness (including (A) by way of a tender,
      redemption or prepayment of such Qualified Indebtedness and (B) amounts set
      aside to prefund any such payment), (ii) direct or indirect Investment in the
      Borrower or any of its Subsidiaries engaged substantially in businesses of
      the
      type described in Section 7.14(a), (iii) payment of management fees (to the
      extent the Borrower would be permitted to pay such fees under Section 7.8(c))
      and (iv) payment of amounts that would be permitted to be paid by way of a
      Restricted Payment under Section 7.6(g) (including the expenses of any exchange
      transaction). For purposes of this definition, all Indebtedness of a Qualified
      Parent Company outstanding on the Restatement Effective Date and all subsequent
      accretion of principal thereon shall be deemed to be Qualified
      Indebtedness.

     

    “Qualified
      LaGrange Entity”:
      any
      LaGrange Subsidiary that both (a) is a party to or otherwise bound by, or formed
      as a condition to, the LaGrange Documents and (b) has assets (either directly
      or
      through any Subsidiary or other Equity Interests) as reflected on its balance
      sheet with an aggregate value of no more than $25,000,000.

     

    “Qualified
      Parent Company”:
      CCI or
      any of its direct or indirect Subsidiaries, in each case provided that the
      Borrower shall be a direct or indirect Subsidiary of such Person.

     

    “Recovery
      Event”:
      any
      settlement of or payment, or series of related settlements or payments, in
      respect of any property or casualty insurance claim or any condemnation
      proceeding relating to any asset of the Borrower or any of its Subsidiaries
      that
      yields gross cash proceeds to the Borrower or any of its Subsidiaries in excess
      of $35,000,000.

     

    “Refunded
      Swingline Loans”:
      as
      defined in Section 2.5(b).

     

    “Register”:
      as
      defined in Section 10.6(b)(iv).

     

    “Regulated
      Subsidiary”:
      any
      Subsidiary that is prohibited, in connection with telephony licenses issued
      to
      it, from becoming a Loan Party by reason of the requirement of consent from
      any
      Governmental Authority, but only for so long as such consent has not been
      obtained; provided,
      that,
      until such Subsidiary becomes a Loan Party and all of the Capital Stock of
      such
      Subsidiary owned by any Loan Party is pledged as Collateral, (a) such Subsidiary
      owns no assets other than (i) governmental licenses to operate a telephony
      business and leases of infrastructure necessary to operate such licenses and
      (ii) other assets (held either directly or through any Subsidiary or other
      Equity Interests) with an aggregate value not exceeding $250,000 and (b) the
      Borrower shall not directly own any Equity Interests in such Subsidiary unless
      all such Equity Interests have been pledged as Collateral.

     

    “Regulation
      U”:
      Regulation U of the Board as in effect from time to time.

     

    “Reimbursement
      Obligation”:
      the
      obligation of the Borrower to reimburse the relevant Issuing Lender pursuant
      to
      Section 3.5 for amounts drawn under Letters of Credit.

     

    “Reinvestment
      Deadline”:
      as
      defined in the definition of “Reinvestment Proceeds”.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Reinvestment
      Deferred Amount”:
      as of
      any date of determination, with respect to any Reinvestment Proceeds, the
      portion thereof that are not applied to prepay the Term Loans pursuant to
      Section 2.9(a), as such amount may be reduced from time to time by application
      of such Reinvestment Proceeds to acquire assets useful in the Borrower’s
      business.

     

    “Reinvestment
      Prepayment Amount”:
      with
      respect to any Reinvestment Proceeds, the Reinvestment Deferred Amount relating
      thereto then outstanding on the Reinvestment Prepayment Date.

     

    “Reinvestment
      Prepayment Date”:
      with
      respect to any Reinvestment Proceeds, the earliest of (a) the relevant
      Reinvestment Deadline, (b) the date on which the Borrower shall have determined
      not to, or shall have otherwise ceased to, acquire assets useful in the
      Borrower’s business with all or any portion of the relevant Reinvestment
      Deferred Amount, and (c) the date on which an Event of Default under Section
      8(a) or 8(g) occurs.

     

    “Reinvestment
      Proceeds”:
      with
      respect to any Allocated Proceeds received when no Event of Default has occurred
      and is continuing, the portion thereof which the Borrower (directly or
      indirectly through a Subsidiary) intends and expects to use to acquire assets
      useful in its business, on or prior to the earlier of (a) the date that is
      eighteen months from the date of receipt of such Allocated Proceeds and
      (b) the Business Day immediately preceding the date on which such proceeds
      would be required to be applied, or to be offered to be applied, to prepay,
      redeem or defease any Indebtedness of the Borrower or any of its Affiliates
      (other than Indebtedness under this Agreement) if not applied as described
      above
      (such earlier date, the “Reinvestment
      Deadline”),
      provided
      that
      such use will not require purchases, repurchases, redemptions or prepayments
      (or
      offers to make purchases, repurchases, redemptions or prepayments) of any other
      Indebtedness of the Borrower or any of its Affiliates.

     

    “Release”:
      an
      authorization of release of specified Collateral, substantially in the form
      of
      Exhibit J.

     

    “Reorganization”:
      with
      respect to any Multiemployer Plan, the condition that such plan is in
      reorganization within the meaning of Section 4241 of ERISA.

     

    “Reportable
      Event”:
      any of
      the events set forth in Section 4043(c) of ERISA, other than those events as
      to
      which the thirty day notice period is waived under subsections .27, .28, .29,
      .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

     

    “Required
      Lenders”:
      at any
      time, the holders of more than 50% of the sum of (a) the aggregate unpaid
      principal amount of the Term Loans then outstanding, (b) the Total Revolving
      Commitments then in effect or, if the Revolving Commitments have been
      terminated, the Total Revolving Extensions of Credit then outstanding and (c)
      the New Term Commitments then in effect.

     

    “Requirement
      of Law”:
      as to
      any Person, the Certificate of Incorporation and By-Laws or other organizational
      or governing documents of such Person, and any law, treaty, rule or regulation
      or determination of an arbitrator or a court or other Governmental Authority,
      in
      each case applicable to or binding upon such Person or any of its property
      or to
      which such Person or any of its property is subject.

     

    “Responsible
      Officer”:
      the
      chief executive officer, president or chief financial officer of the Borrower,
      but in any event, with respect to financial matters, any of the chief financial
      officer, principal accounting officer, senior vice president - strategic
      planning, vice president - finance and corporate treasurer or any other
      financial officer of the Borrower.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Restatement
      Effective Date”:
      the
      date on which the conditions precedent set forth in Section 5.1 hereof shall
      have been satisfied.

     

    “Restricted
      Payments”:
      as
      defined in Section 7.6.

     

    “Revolving
      Commitment”:
      as to
      any Revolving Lender, the obligation of such Lender to make Revolving Loans
      and
      participate in Swingline Loans and Letters of Credit in an aggregate principal
      and/or face amount not to exceed, as applicable, (a) the amount set forth
      opposite such Lender’s name under the heading “Revolving
      Commitment”
on
      Schedule 1.1 or (b) the amount set forth in any Assignment and Assumption to
      which such Lender is a party as an Assignee, in each case as the same may be
      changed from time to time pursuant to the terms hereof.

     

    “Revolving
      Commitment Period”:
      the
      period ending on the Revolving Termination Date.

     

    “Revolving
      Extensions of Credit”:
      as to
      any Revolving Lender at any time, an amount equal to the sum of (a) the
      aggregate principal amount of all Revolving Loans held by such Lender then
      outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then
      outstanding and (c) such Lender’s Revolving Percentage of the aggregate
      principal amount of Swingline Loans then outstanding.

     

    “Revolving
      Facility”:
      as
      defined in the definition of “Facility”.

     

    “Revolving
      Lender”:
      each
      Lender that has a Revolving Commitment or that holds Revolving Loans or is
      an
      Issuing Lender.

     

    “Revolving
      Loans”:
      as
      defined in Section 2.1(b).

     

    “Revolving
      Percentage”:
      as to
      any Revolving Lender at any time, the percentage which such Lender’s Revolving
      Commitment then constitutes of the Total Revolving Commitments (or, at any
      time
      after the Revolving Commitments shall have expired or terminated, the percentage
      which the aggregate principal amount of such Lender’s Revolving Loans then
      outstanding constitutes of the aggregate principal amount of the Revolving
      Loans
      then outstanding).

     

    “Revolving
      Termination Date”:
      March
      6, 2013.

     

    “SEC”:
      the
      Securities and Exchange Commission, any successor thereto and any analogous
      Governmental Authority.

     

    “Securitization”:
      a
      public or private offering by a Lender or any of its Affiliates or their
      respective successors and assigns, of securities which represent an interest
      in,
      or which are collateralized, in whole or in part, by the Loans.

     

    “Senior
      Note Intercreditor Agreement”:
      the
      Intercreditor Agreement, dated as of April 27, 2004, between the Administrative
      Agent and the Trustee under the CCO Senior Note Indenture.

     

    “Shell
      Subsidiary”:
      any
      Subsidiary of the Borrower that is a “shell” company having (a) assets (either
      directly or through any Subsidiary or other Equity Interests) with an aggregate
      value not exceeding $100,000 and (b) no operations.

     

    “Silo
      Credit Agreements”:
      as
      defined in the Existing Credit Agreement (as defined in the Existing Credit
      Agreement).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Silo
      Guarantee and Collateral Agreements”:
      as
      defined in the Existing Credit Agreement (as defined in the Existing Credit
      Agreement).

     

    “Single
      Employer Plan”:
      any
      Plan that is covered by Title IV of ERISA, but that is not a Multiemployer
      Plan.

     

    “Solvent”:
      when
      used with respect to any Person, means that, as of any date of determination,
      (a) the amount of the “present fair saleable value” of the assets of such Person
      will, as of such date, exceed the amount of all “liabilities of such Person,
      contingent or otherwise”, as of such date, as such quoted terms are determined
      in accordance with applicable federal and state laws governing determinations
      of
      the insolvency of debtors, (b) the present fair saleable value of the assets
      of
      such Person will, as of such date, be greater than the amount that will be
      required to pay the liability of such Person on its debts as such debts become
      absolute and matured, (c) such Person will not have, as of such date, an
      unreasonably small amount of capital with which to conduct its business, and
      (d)
      such Person will be able to pay its debts as they mature. For purposes of this
      definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any
      (x) right to payment, whether or not such a right is reduced to judgment,
      liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
      undisputed, legal, equitable, secured or unsecured or (y) right to an equitable
      remedy for breach of performance if such breach gives rise to a right to
      payment, whether or not such right to an equitable remedy is reduced to
      judgment, fixed or contingent, matured or unmatured, disputed or undisputed,
      or
      secured or unsecured.

     

    “Specified
      Cash Management Agreement”:
      any
      agreement providing for treasury, depositary or cash management services,
      including in connection with any automated clearing house transfers of funds
      and
      purchasing card exposure, or any similar transactions between the Borrower
      or
      any Guarantor and any Lender or affiliate thereof or, in the case of any
      agreement in effect on the Restatement Effective Date, any former Lender that
      was a Lender on the Restatement Effective Date, or any of their respective
      affiliates, which has been designated by such Lender and the Borrower, by notice
      to the Administrative Agent not later than 90 days after the execution and
      delivery by the Borrower or such Guarantor (or, if later, 90 days after the
      date
      hereof), as a “Specified Cash Management Agreement”

     

    “Specified
      Change of Control”:
      a
“Change of Control” as defined in, or any event or condition of the type
      described in Section 8(k) contained in, the documentation governing any
      Indebtedness of Holdings or any Specified Long-Term Indebtedness having an
      aggregate outstanding principal amount in excess of $200,000,000.

     

    “Specified
      Excluded Subsidiary”:
      any
      Foreign Subsidiary, any Shell Subsidiary, any Qualified LaGrange Entity, any
      Excluded Acquired Subsidiary and any Regulated Subsidiary.

     

    “Specified
      Hedge Agreement”:
      any
      Hedge Agreement entered into by the Borrower or any of its Subsidiaries with
      any
      Person that is a Lender or an affiliate of a Lender at the time such Hedge
      Agreement is entered into, in respect of interest rates or currency exchange
      rates, and in the case of Hedge Agreements outstanding on the date hereof,
      any
      such Hedge Agreement that was a “Specified Hedge Agreement” as defined in the
      Existing Credit Agreement.

     

    “Specified
      Intracreditor Group”:
      any
      Lender together with, unless otherwise agreed by the Borrower and the
      Administrative Agent, each Approved Fund to which such Lender has assigned
      a
      portion of its Commitments or Loans under any Facility smaller than the minimum
      assignment amount specified in Section 10.6(b)(ii)(A) for Assignees other than
      Lenders, affiliates of Lenders and Approved Funds.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Specified
      Long-Term Indebtedness”:
      any
      Indebtedness of the Borrower incurred pursuant to Section 7.2(e).

     

    “Specified
      Subordinated Debt”:
      any
      Indebtedness of the Borrower issued directly or indirectly to Paul G. Allen
      or
      any of his Affiliates (including any Qualified Parent Company), so long as
      such
      Indebtedness (a) qualifies as Specified Long-Term Indebtedness and (b) has
      terms
      and conditions substantially identical to those set forth in Exhibit
      H.

     

    “Subsidiary”:
      as to
      any Person, a corporation, partnership, limited liability company or other
      entity of which shares of stock or other ownership interests having ordinary
      voting power (other than stock or such other ownership interests having such
      power only by reason of the happening of a contingency) to elect a majority
      of
      the board of directors or other managers of such corporation, partnership or
      other entity are at the time owned, or the management of which is otherwise
      controlled, directly or indirectly, through one or more intermediaries, or
      both,
      by such Person; provided,
      that
      Non-Recourse Subsidiaries shall be deemed not to constitute “Subsidiaries” for
      the purposes of this Agreement (other than the definition of “Non-Recourse
      Subsidiary”). Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of
      the Borrower.

     

    “Subsidiary
      Guarantor”:
      each
      Subsidiary of the Borrower other than any Specified Excluded Subsidiary, in
      each
      case to the extent that such Person has become a “Grantor” under the Guarantee
      and Collateral Agreement; provided
      that,
      notwithstanding the foregoing, each Qualified LaGrange Entity shall be treated
      as a Subsidiary Guarantor for the purposes of Section 7.

     

    “Swingline
      Commitment”:
      the
      obligation of the Swingline Lender to make Swingline Loans pursuant to Section
      2.4 in an aggregate principal amount at any one time outstanding not to exceed
      $75,000,000.

     

    “Swingline
      Lender”:
      JPMorgan Chase Bank, in its capacity as the lender of Swingline
      Loans.

     

    “Swingline
      Loans”:
      as
      defined in Section 2.4.

     

    “Swingline
      Participation Amount”:
      as
      defined in Section 2.5(c).

     

    “Syndication
      Agents”:
      as
      defined in the preamble hereto.

     

    “Term
      Facility”:
      as
      defined in the definition of “Facility”.

     

    “Term
      Lender”:
      any
      Lender that holds a Term Loan.

     

    “Term
      Loan”:
      any
      Existing Term Loan, New Term Loan or Incremental Term Loan.

     

    “Term
      Percentage”:
      as to
      any Term Lender at any time, the percentage which the amount of such Lender’s
      New Term Loan or Existing Term Loan, as applicable, then outstanding constitutes
      of the aggregate principal amount of the New Term Loans or Existing Term Loans,
      as applicable, then outstanding.

     

    “Test
      Date”:
      as
      defined in Section 7.7(j).

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Total
      Net Proceeds”:
      in
      connection with any Asset Sale or any Recovery Event, the sum, without
      duplication, of (a) the proceeds thereof in the form of cash and Cash
      Equivalents and (b) the amount of any deferred payment of principal pursuant
      to
      a note or installment receivable or purchase price adjustment receivable or
      otherwise (whether or not received at the time “Total Net Proceeds” is
      calculated in connection with such Asset Sale or Recovery Event), net of
      attorneys’ fees, accountants’ fees, investment banking fees and consultants’
fees (in each case, including costs and disbursements), amounts required to
      be
      applied to the repayment of Indebtedness secured by a Lien expressly permitted
      hereunder on any asset that is the subject of such Asset Sale or Recovery Event
      (other than any Lien pursuant to the Guarantee and Collateral Agreement) and
      other customary fees and expenses actually incurred in connection therewith
      and
      net of taxes paid or reasonably estimated to be payable as a result thereof
      (after taking into account any available tax credits or deductions and any
      tax
      sharing arrangements).

     

    “Total
      Revolving Commitments”:
      at any
      time, the aggregate amount of the Revolving Commitments then in
      effect.

     

    “Total
      Revolving Extensions of Credit”:
      at any
      time, the aggregate amount of the Revolving Extensions of Credit outstanding
      at
      such time.

     

    “Transferee”:
      any
      Assignee or Participant.

     

    “Type”:
      as to
      any Loan, its nature as an ABR Loan or a Eurodollar Loan.

     

    “United
      States”:
      the
      United States of America.

     

    “Wholly
      Owned Subsidiary”:
      as to
      any Person, any other Person all of the Equity Interests of which (other than
      (i) directors’ qualifying shares required by law or (ii) in the case of CC VIII,
      LLC, the CCVIII Interest) are owned by such Person directly or through other
      Wholly Owned Subsidiaries or a combination thereof.

     

    “Wholly
      Owned Subsidiary Guarantor”:
      any
      Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower;
provided
      that,
      notwithstanding the foregoing, each Qualified LaGrange Entity shall be treated
      as a Wholly Owned Subsidiary Guarantor for purposes of Section 7.

     

    1.2.  Other
      Definitional Provisions; Pro Forma Calculations.
      (a)
      Unless otherwise specified therein, all terms defined in this Agreement shall
      have the defined meanings when used in the other Loan Documents or any
      certificate or other document made or delivered pursuant hereto or
      thereto.

     

    (b)  As
      used
      herein and in the other Loan Documents, and any certificate or other document
      made or delivered pursuant hereto or thereto, (i) accounting terms relating
      to
      Holdings, the Borrower and its Subsidiaries not defined in Section 1.1 and
      accounting terms partly defined in Section 1.1, to the extent not defined,
      shall
      have the respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
      limitation”, (iii) the word “incur” shall be construed to mean incur, create,
      issue, assume, become liable in respect of or suffer to exist (and the words
      “incurred” and “incurrence” shall have correlative meanings), (iv) the words
“asset” and “property” shall be construed to have the same meaning and effect
      and to refer to any and all tangible and intangible assets and properties,
      including cash, Equity Interests, securities, revenues, accounts, leasehold
      interests, contract rights and any other “assets” as such term is defined under
      GAAP and (v) references to agreements or other Contractual Obligations shall,
      unless otherwise specified, be deemed to refer to such agreements or Contractual
      Obligations as amended, supplemented, restated or otherwise modified from time
      to time.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (c)  The
      words
“hereof”, “herein” and “hereunder” and words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any particular
      provision of this Agreement, and Section, Schedule and Exhibit references are
      to
      this Agreement unless otherwise specified.

     

    (d)  The
      meanings given to terms defined herein shall be equally applicable to both
      the
      singular and plural forms of such terms.

     

    (e)  For
      the
      purposes of calculating Annualized Operating Cash Flow, Annualized Pro Forma
      Operating Cash Flow and Consolidated Operating Cash Flow for any period (a
      “Test
      Period”),
      (i)
      if at any time during the period (a “Pro
      Forma Period”)
      commencing on the second day of such Test Period and ending on the last day
      of
      such Test Period (or, in the case of any pro forma calculation made pursuant
      hereto in respect of a particular transaction, ending on the date such
      transaction is consummated and, unless otherwise expressly provided herein,
      after giving effect thereto), the Borrower or any Subsidiary shall have made
      any
      Material Disposition, the Consolidated Operating Cash Flow for such Test Period
      shall be reduced by an amount equal to the Consolidated Operating Cash Flow
      (if
      positive) attributable to the property which is the subject of such Material
      Disposition for such Test Period or increased by an amount equal to the
      Consolidated Operating Cash Flow (if negative) attributable thereto for such
      Test Period; (ii) if, during such Pro Forma Period, the Borrower or any
      Subsidiary shall have made a Material Acquisition and Consolidated Operating
      Cash Flow for such Test Period shall be calculated after giving pro forma
      effect
      thereto (including the incurrence or assumption of any Indebtedness in
      connection therewith) as if such Material Acquisition (and the incurrence or
      assumption of any such Indebtedness) occurred on the first day of such Test
      Period; and (iii) if, during such Pro Forma Period, any Person that subsequently
      became a Subsidiary or was merged with or into the Borrower or any Subsidiary
      during such Pro Forma Period shall have entered into any disposition or
      acquisition transaction that would have required an adjustment pursuant to
      clause (i) or (ii) above if made by the Borrower or a Subsidiary during such
      Pro
      Forma Period and Consolidated Operating Cash Flow for such Test Period shall
      be
      calculated after giving pro forma
      effect
      thereto as if such transaction occurred on the first day of such Test Period.
      For the purposes of this paragraph, pro forma
      calculations regarding the amount of income or earnings relating to any Material
      Disposition or Material Acquisition shall in each case be determined in good
      faith by a Responsible Officer of the Borrower. As used in this Section 1.2(e),
      “Material Acquisition” means any acquisition of property or series of related
      acquisitions of property that (i) constitutes assets comprising all or
      substantially all of an operating unit of a business or constitutes all or
      substantially all of the Equity Interests of a Person and (ii) involves the
      payment of Consideration by the Borrower and its Subsidiaries in excess of
      $1,000,000; and “Material Disposition” means any Disposition of property or
      series of related Dispositions of property that yields gross proceeds to the
      Borrower or any of its Subsidiaries in excess of $1,000,000.

     

    (f)  For
      avoidance of doubt, in order to determine pursuant
      to any provision of Section 7 that no Default or Event of Default results from
      a
      particular transaction, pro forma
      compliance with Section 7.1 shall be required. 

     

    SECTION
      2.    AMOUNT
      AND TERMS OF COMMITMENTS

     

    2.1.  Commitments.
      (a)
      Subject to the terms and conditions hereof, (i) each Existing Term Lender
      severally agrees to maintain its “Term Loan” (as defined in the Existing Credit
      Agreement) hereunder as an “Existing
      Term Loan”,
      (ii)
      each New Term Lender severally agrees to make “New
      Term Loans”
from
      time to time pursuant to up to 5 borrowings during the period from the
      Restatement Effective Date to and including April 30, 2007 in an aggregate
      principal amount not to exceed its New Term Commitment and (iii) each
      Incremental Term Lender severally agrees to make one or more term loans (each,
      an “Incremental
      Term Loan”)
      to the
      extent provided in Section 2.1(c). The Term Loans may 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

      from
        time
        to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and
        notified to the Administrative Agent in accordance with Sections 2.2
        and 2.10.

    

     

    (b)  Subject
      to the terms and conditions hereof, each Revolving Lender severally agrees
      to
      make revolving credit loans (“Revolving
      Loans”)
      to the
      Borrower from time to time during the Revolving Commitment Period in an
      aggregate principal amount at any one time outstanding which, when added to
      such
      Lender’s Revolving Percentage of the sum of (i) the L/C Obligations then
      outstanding and (ii) the aggregate principal amount of the Swingline Loans
      then
      outstanding, does not exceed the amount of such Lender’s Revolving Commitment.
      During the Revolving Commitment Period, the Borrower may use the Revolving
      Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
      and
      reborrowing, all in accordance with the terms and conditions hereof. The
      Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as
      determined by the Borrower and notified to the Administrative Agent in
      accordance with Sections 2.2 and 2.10.

     

    (c)  The
      Borrower and any one or more Lenders (including New Lenders) may from time
      to
      time agree that such Lenders shall make Incremental Term Loans by executing
      and
      delivering to the Administrative Agent an Incremental Facility Activation Notice
      specifying (i) the amount of such Incremental Term Loans, (ii) the
      applicable Incremental Facility Closing Date, (iii) the applicable Incremental
      Term Maturity Date, (iv) the amortization schedule for such Incremental
      Term Loans, which shall comply with Section 2.3, (v) the Applicable
      Margin for such Incremental Term Loans and (vi) the proposed original issue
      discount applicable to such Incremental Term Loans, if any. Notwithstanding
      the
      foregoing, without the consent of the Required Lenders, (A) the aggregate amount
      of borrowings of Incremental Term Loans shall not exceed $1,000,000,000, (B)
      each increase effected pursuant to this paragraph shall be in a minimum amount
      of at least $100,000,000, (C) no more than three Incremental Facility Closing
      Dates may be selected by the Borrower after the Restatement Effective Date
      and
      (D) no Incremental Term Loans may be borrowed if a Default or Event of Default
      is in existence after giving pro forma
      effect
      thereto. No Lender shall have any obligation to participate in any increase
      described in this paragraph unless it agrees to do so in its sole
      discretion.

     

    (d)  Any
      additional bank, financial institution or other entity which, with the consent
      of the Borrower and the Administrative Agent (which consent shall not be
      unreasonably withheld), elects to become a “Lender” under this Agreement in
      connection with any transaction described in Section 2.1(c) shall execute a
      New
      Lender Supplement (each, a “New
      Lender Supplement”),
      substantially in the form of Exhibit F-1, whereupon such bank, financial
      institution or other entity (a “New
      Lender”)
      shall
      become a Lender for all purposes and to the same extent as if originally a
      party
      hereto and shall be bound by and entitled to the benefits of this
      Agreement.

     

    2.2.  Procedure
      for Borrowing.
      In
      order to effect a borrowing hereunder, the Borrower shall give the
      Administrative Agent a Notice of Borrowing (which notice must be received by
      the
      Administrative Agent prior to 1:00 P.M., New York City time, (a) three Business
      Days prior to the requested Borrowing Date, in the case of Eurodollar Loans,
      or
      (b) one Business Day prior to the requested Borrowing Date, in the case of
      ABR
      Loans) (provided
      that any
      such Notice of Borrowing of ABR Loans under the Revolving Facility to finance
      payments required by Section 3.5 may be given not later than 1:00 P.M. New
      York
      City time, on the date of the proposed borrowing), specifying (i) the
      Facility under which such Loan is to be borrowed, (ii) the amount and Type
      of Loans to be borrowed, (iii) the requested Borrowing Date and (iv) in the
      case of Eurodollar Loans, the respective amounts of each such Type of Loan
      and
      the respective lengths of the initial Interest Period therefor. Each borrowing
      shall be in an aggregate amount equal to (A) with respect to Revolving Loans,
      (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000
      in
      excess thereof (or, if the then aggregate relevant Available Revolving
      Commitments are less than $5,000,000, such lesser amount) and (y) in the case
      of
      Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess
      thereof; provided,
      that
      the 

     

    
      
        
        

      

      
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      Swingline
        Lender may request, on behalf of the Borrower, borrowings under the Revolving
        Commitments that are ABR Loans in other amounts pursuant to Section 2.5 and
        (B)
        with respect to New Term Loans, $100,000,000 or a whole multiple of $50,000,000
        in excess thereof. Upon receipt of any Notice of Borrowing from the Borrower,
        the Administrative Agent shall promptly notify each relevant Lender thereof.
        Each relevant Lender will make the amount of its pro rata
        share of
        each borrowing available to the Administrative Agent for the account of the
        Borrower at the Funding Office prior to 12:00 Noon, New York City time, on
        the
        Borrowing Date requested by the Borrower in funds immediately available to
        the
        Administrative Agent; provided
        that, in
        the event that any Lender fails to make available to the Administrative Agent
        any portion of such amount prior to 12:30 P.M. New York City time on the
        relevant Borrowing Date, the Borrower shall be deemed to have provided notice
        to
        the Swingline Lender in accordance with Section 2.5 requesting a Swingline
        Loan
        in an amount equal to the aggregate amount of any such shortfall, rounded
        up to
        the applicable whole multiple of $500,000 (but in no event exceeding, together
        with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing
        (including any such Swingline Loan) will then be made available not later
        than
        1:00 P.M., New York City time, to the Borrower by the Administrative Agent
        crediting the account of the Borrower on the books of such office with the
        aggregate of the amounts made available to the Administrative Agent by the
        relevant Lenders and in like funds as received by the Administrative
        Agent.

    

     

    2.3.  Repayment
      of Loans.
      (a) The
      New
      Term Loans of each Term Lender shall mature in 25 installments (each due on
      the
      last day of each calendar quarter, except for the last such installment),
      commencing on March 31, 2008, each of which shall be in an amount equal to
      such
      Lender’s Term Percentage multiplied by (i) in the case of the first 24 such
      installments, 0.25% of the sum of the aggregate principal amount of the New
      Term
      Loans borrowed under the New Term Commitments and (ii) in the case of the last
      such installment (which shall be due on March 6, 2014), 94.0% of such sum or
      the
      remaining principal balance of all New Term Loans outstanding on such date
      if
      different.

     

    (b)
      The
      Existing Term Loans of each Term Lender shall mature in 24 installments (each
      due on the last day of each calendar quarter, except for the last such
      installment), commencing on September 30, 2007, each of which shall be in an
      amount equal to such Lender’s Term Percentage multiplied by (i) in the case of
      the first 23 such installments, 0.25% of the sum of the aggregate principal
      amount of the Existing Term Loans outstanding on the Restatement Effective
      Date
      and (ii) in the case of the last such installment (which shall be due on April
      28, 2013), 94.25% of such sum or the remaining principal balance of all Existing
      Term Loans outstanding on such date if different. 

     

    (c)
      The
      Incremental Term Loans of each Incremental Term Lender shall mature in
      consecutive installments (which shall be no more frequent than quarterly) as
      specified in the Incremental Facility Activation Notice pursuant to which such
      Incremental Term Loans were made, provided
      that,
      prior to the final maturity of the Term Loans, the aggregate amount of such
      installments for any four consecutive fiscal quarters shall not exceed 1% of
      the
      aggregate principal amount of such Incremental Term Loans on the date such
      Loans
      were first made. 

     

    (d)
      The
      Borrower shall repay all outstanding Revolving Loans and Swingline Loans on
      the
      Revolving Termination Date.

     

    2.4.  Swingline
      Commitment.
      Subject
      to the terms and conditions hereof, the Swingline Lender agrees to make a
      portion of the credit otherwise available to the Borrower under the Revolving
      Commitments from time to time during the Revolving Commitment Period by making
      swingline loans (“Swingline
      Loans”)
      to the
      Borrower; provided
      that (a)
      the aggregate principal amount of Swingline Loans outstanding at any time shall
      not exceed the Swingline Commitment then in 

     

    
      
        
        

      

      
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      effect
        (notwithstanding that the Swingline Loans outstanding at any time, when
        aggregated with the Swingline Lender’s other outstanding Revolving Loans
        hereunder, may exceed the Swingline Commitment then in effect) and (b) the
        Borrower shall not request, and the Swingline Lender shall not make, any
        Swingline Loan if, after giving effect to the making of such Swingline Loan,
        the
        aggregate amount of the Available Revolving Commitments would be less than
        zero.
        During the Revolving Commitment Period, the Borrower may use the Swingline
        Commitment by borrowing, repaying and reborrowing, all in accordance with
        the
        terms and conditions hereof. Swingline Loans shall be ABR Loans
        only.

    

     

    2.5.  Procedure
      for Swingline Borrowing; Refunding of Swingline Loans.
      (a)
      Whenever the Borrower desires that the Swingline Lender make Swingline Loans
      it
      shall give the Swingline Lender irrevocable telephonic notice confirmed promptly
      in writing (which telephonic notice must be received by the Swingline Lender
      not
      later than 1:00 P.M., New York City time, on the proposed Borrowing Date),
      specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date
      (which shall be a Business Day during the Revolving Commitment Period). Each
      borrowing under the Swingline Commitment shall be in an amount equal to
      $1,000,000 or a whole multiple of $500,000 in excess thereof. Not later than
      3:00 P.M., New York City time, on the Borrowing Date specified in a notice
      in
      respect of Swingline Loans, the Swingline Lender shall make available to the
      Administrative Agent at the Funding Office an amount in immediately available
      funds equal to the amount of the Swingline Loan to be made by the Swingline
      Lender. The Administrative Agent shall make the proceeds of such Swingline
      Loan
      available to the Borrower on such Borrowing Date by depositing such proceeds
      in
      the account of the Borrower with the Administrative Agent on such Borrowing
      Date
      in immediately available funds.

     

    (b)  The
      Swingline Lender, at any time and from time to time in its sole and absolute
      discretion and in consultation with the Borrower (provided that the failure
      to
      so consult shall not affect the ability of the Swingline Lender to make the
      following request) may, on behalf of the Borrower (which hereby irrevocably
      directs the Swingline Lender to act on its behalf), on one Business Day’s notice
      given by the Swingline Lender no later than 1:00 P.M., New York City time,
      request each Revolving Lender to make, and each Revolving Lender hereby agrees
      to make, a Revolving Loan, in an amount equal to such Revolving Lender’s
      Restatement Percentage of the aggregate amount of the Swingline Loans (the
      “Refunded
      Swingline Loans”)
      outstanding on the date of such notice, to repay the Swingline Lender. Each
      Revolving Lender shall make the amount of such Revolving Loan available to
      the
      Administrative Agent at the Funding Office in immediately available funds,
      not
      later than 12:00 Noon, New York City time, one Business Day after the date
      of
      such notice. The proceeds of such Revolving Loans shall be immediately made
      available by the Administrative Agent to the Swingline Lender for application
      by
      the Swingline Lender to the repayment of the Refunded Swingline Loans. The
      Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s
      accounts with the Administrative Agent (up to the amount available in each
      such
      account) in order to immediately pay the amount of such Refunded Swingline
      Loans
      to the extent amounts received from the Revolving Lenders are not sufficient
      to
      repay in full such Refunded Swingline Loans.

     

    (c)  If
      prior
      to the time a Revolving Loan would have otherwise been made pursuant to Section
      2.5(b), one of the events described in Section 8(g) shall have occurred and
      be
      continuing with respect to the Borrower or if for any other reason, as
      determined by the Swingline Lender in its sole discretion, Revolving Loans
      may
      not be made as contemplated by Section 2.5(b), each Revolving Lender shall,
      on
      the date such Revolving Loan was to have been made pursuant to the notice
      referred to in Section 2.5(b), purchase for cash an undivided participating
      interest in the then outstanding Swingline Loans by paying to the Swingline
      Lender an amount (the “Swingline
      Participation Amount”)
      equal
      to (i) such Revolving Lender’s Revolving Percentage times
      (ii) the
      sum of the aggregate principal amount of Swingline Loans then outstanding that
      were to have been repaid with such Revolving Loans.

     

    (d)  Whenever,
      at any time after the Swingline Lender has received from any Revolving Lender
      such Lender’s Swingline Participation Amount, the Swingline Lender receives any
      payment on account of the Swingline Loans, the Swingline Lender will distribute
      to such Lender its Swingline 

     

    
      
        
        

      

      
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      Participation
        Amount (appropriately adjusted, in the case of interest payments, to reflect
        the
        period of time during which such Lender’s participating interest was outstanding
        and funded and, in the case of principal and interest payments, to reflect
        such
        Lender’s pro rata
        portion
        of such payment if such payment is not sufficient to pay the principal of
        and
        interest on all Swingline Loans then due); provided,
        however,
        that in
        the event that such payment received by the Swingline Lender is required
        to be
        returned, such Revolving Lender will return to the Swingline Lender any portion
        thereof previously distributed to it by the Swingline Lender.

    

     

    (e)  Each
      Revolving Lender’s obligation to make the Loans referred to in Section 2.5(b)
      and to purchase participating interests pursuant to Section 2.5(c) shall be
      absolute and unconditional and shall not be affected by any circumstance,
      including (i) any setoff, counterclaim, recoupment, defense or other right
      that
      such Revolving Lender or the Borrower may have against the Swingline Lender,
      the
      Borrower or any other Person for any reason whatsoever; (ii) the occurrence
      or
      continuance of a Default or an Event of Default or the failure to satisfy any
      of
      the other conditions specified in Section 5; (iii) any adverse change in the
      condition (financial or otherwise) of the Borrower; (iv) any breach of this
      Agreement or any other Loan Document by the Borrower, any other Loan Party
      or
      any other Revolving Lender; or (v) any other circumstance, happening or event
      whatsoever, whether or not similar to any of the foregoing.

     

    2.6.  Commitment
      Fees, Etc.
      (a)
      The
      Borrower agrees to pay to the Administrative Agent for the account of each
      Revolving Lender a nonrefundable commitment fee through the last day of the
      Revolving Commitment Period computed at 0.50% per annum on the average daily
      amount of the Available Revolving Commitment, payable quarterly in arrears
      on
      the last day of each March, June, September and December and on the Revolving
      Termination Date.

     

    (b)  The
      Borrower agrees to pay to the Administrative Agent the fees in the amounts
      and
      on the dates previously agreed to in writing by the Borrower and the
      Administrative Agent.

     

    2.7.  Termination
      or Reduction of Commitments.
      The
      Borrower shall have the right, upon notice delivered to the Administrative
      Agent
      no later than 1:00 P.M., New York City time, at least three Business Days prior
      to the proposed date of termination or reduction, to terminate the Revolving
      Commitments or, from time to time, to reduce the amount of the Revolving
      Commitments; provided
      that no
      such termination or reduction shall be permitted if, after giving effect thereto
      and to any prepayments of the Revolving Loans or Swingline Loans made on the
      effective date thereof, the Total Revolving Extensions of Credit would exceed
      the Total Revolving Commitments. Any such reduction shall be in an amount equal
      to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall
      reduce permanently the Revolving Commitments then in effect and shall be applied
      pro rata
      to the
      scheduled reductions thereof. Each notice delivered by the Borrower pursuant
      to
      this Section shall be irrevocable, provided that such notice may state that
      it
      is conditioned upon the effectiveness of other credit facilities, the
      consummation of a particular Disposition or the occurrence of a change of
      control, in which case such notice may be revoked by the Borrower (by notice
      to
      the Administrative Agent on or prior to the specified effective date) if such
      condition is not satisfied.

     

    2.8.  Optional
      Prepayments.
      (a) The
      Borrower may at any time and from time to time prepay the Loans, in whole or
      in
      part, without premium or penalty, upon notice delivered to the Administrative
      Agent no later than 1:00 P.M., New York City time, at least three Business
      Days
      prior thereto in the case of Eurodollar Loans and no later than 1:00 P.M.,
      New
      York City time, at least one Business Day prior thereto in the case of ABR
      Loans, which notice shall specify the date and amount of prepayment and whether
      the prepayment is of Eurodollar Loans or ABR Loans; provided,
      that if
      a Eurodollar Loan is prepaid on any day other than the last day of the Interest
      Period applicable thereto, the Borrower shall also pay any amounts owing
      pursuant to Section 2.18. Upon receipt of any such notice, 

     

    
      
        
        

      

      
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      the
        Administrative Agent shall promptly notify each relevant Lender thereof.
        If any
        such notice is given, the amount specified in such notice shall be due and
        payable on the date specified therein, together with (except in the case
        of
        Revolving Loans that are ABR Loans and Swingline Loans) accrued interest
        to such
        date on the amount prepaid. Optional prepayments of the Existing Term Loans
        made
        prior to April 28, 2007 with the proceeds of a substantially concurrent issuance
        or incurrence of new term loans or other syndicated financing (which shall
        be
        deemed to have occurred in the event of any repricing of the Existing Term
        Loans
        hereunder) shall be accompanied by a prepayment fee, for the account of the
        Existing Term Lenders, equal to 1.0% of the amount so prepaid. Partial
        prepayments of Term Loans and Revolving Loans shall be in an aggregate principal
        amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
        Partial prepayments of Swingline Loans shall be in an aggregate principal
        amount
        of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice
        delivered by the Borrower pursuant to this Section shall be irrevocable,
        provided that such notice may state that it is conditioned upon the
        effectiveness of other credit facilities, the consummation of a particular
        Disposition or the occurrence of a change of control, in which case such
        notice
        may be revoked by the Borrower (by notice to the Administrative Agent on
        or
        prior to the specified prepayment date) if such condition is not
        satisfied.

    

     

    (b)
      All
      voluntary prepayments of Term Loans (other than Existing Term Loans) effected
      on
      or prior to the first anniversary of the Restatement Effective Date, in each
      case with the proceeds of a substantially concurrent incurrence or issuance
      of
      term loans pursuant to this Agreement or otherwise (excluding a refinancing
      of
      all of the Facilities outstanding under this Agreement in connection with
      another transaction not permitted by this Agreement (as determined prior to
      giving effect to any amendment or waiver of this Agreement being adopted in
      connection with such transaction), provided
      that the
      primary purpose of such transaction is not to refinance Indebtedness hereunder
      at an Applicable Margin or similar interest rate spread more favorable to the
      Borrower), shall be accompanied by a prepayment fee equal to 1.00% of the
      aggregate amount of such prepayments if the Applicable Margin or similar
      interest rate spread applicable to such new loans is or, upon the satisfaction
      of conditions provided for in the documentation governing such new loans, would
      be, less than the Applicable Margin applicable to the Term Loans being prepaid.
      For purposes of this paragraph (b), a prepayment of the Term Loans shall be
      deemed to have occurred in the event of any repricing thereof.

     

    2.9.  Mandatory
      Prepayments.
      (a) If
      on any date the Borrower or any of its Subsidiaries shall receive Net Cash
      Proceeds from any Asset Sale or Recovery Event then, with respect to an amount
      equal to 75% of such Net Cash Proceeds (“Allocated
      Proceeds”;
      provided
      that the
      Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds
      equal to the first 75% of the Total Net Proceeds to the Borrower or such
      Subsidiary from such Asset Sale or Recovery Event, when and as received, to
      be
      the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such
      Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall
      be applied on the fifth Business Day after the date such proceeds are received
      toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds
      are
      Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal
      to
      the relevant Reinvestment Prepayment Amount shall be applied toward the
      prepayment of the Term Loans.

     

    (b)
      The
      application of any prepayment pursuant to this Section 2.9 shall be made
first,
      to ABR
      Loans and, second,
      to
      Eurodollar Loans. Each prepayment of the Loans under this Section 2.9 shall
      be
      accompanied by accrued interest to the date of such prepayment on the amount
      prepaid.

     

    2.10.  Conversion
      and Continuation Options.
      (a) The
      Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans
      by
      giving the Administrative Agent at least two Business Days’ prior irrevocable
      notice of such election, provided
      that any
      such conversion of Eurodollar Loans may only be made on the last day of an
      Interest Period with respect thereto. The Borrower may elect 

     

    
      
        
        

      

      
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      from
        time
        to time to convert ABR Loans to Eurodollar Loans by giving the Administrative
        Agent irrevocable notice of such election no later than 1:00 P.M. New York
        City
        time, on the third Business Day prior to the proposed conversion date (which
        notice shall specify the length of the initial Interest Period therefor),
        provided
        that no
        ABR Loan may be converted into a Eurodollar Loan when any Event of Default
        has
        occurred and is continuing. Upon receipt of any such notice the Administrative
        Agent shall promptly notify each relevant Lender thereof.

    

     

    (b)  Any
      Eurodollar Loan may be continued as such by the Borrower giving irrevocable
      notice to the Administrative Agent at least three Business Days prior to the
      expiration of the then current Interest Period, in accordance with the
      applicable provisions of the term “Interest Period” set forth in Section 1.1, of
      the length of the next Interest Period to be applicable to such Loans,
provided
      that (i)
      if so required by the Administrative Agent, no Eurodollar Loan may be continued
      as such when any Event of Default has occurred and is continuing and (ii) if
      the
      Borrower shall fail to give any required notice as described above in this
      paragraph, the relevant Eurodollar Loans shall be automatically converted to
      Eurodollar Loans having a one-month Interest Period on the last day of the
      then
      expiring Interest Period. Upon receipt of any such notice, the Administrative
      Agent shall promptly notify each relevant Lender thereof.

     

    2.11.  Limitations
      on Eurodollar Tranches.
      Notwithstanding anything to the contrary in this Agreement, all borrowings,
      conversions and continuations of Eurodollar Loans hereunder and all selections
      of Interest Periods hereunder shall be in such amounts and be made pursuant
      to
      such elections so that, (a) after giving effect thereto, the aggregate principal
      amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be
      equal
      to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and (b)
      no
      more than fifteen Eurodollar Tranches shall be outstanding at any one
      time.

     

    2.12.  Interest
      Rates and Payment Dates.
      (a)
      Each Eurodollar Loan shall bear interest for each day during each Interest
      Period with respect thereto at a rate per annum equal to the Eurodollar Rate
      determined for such day plus the Applicable Margin.

     

    (b)  Each
      ABR
      Loan shall bear interest at a rate per annum equal to the ABR plus the
      Applicable Margin.

     

    (c)  (i)
      If
      all or a portion of the principal amount of any Loan or Reimbursement Obligation
      shall not be paid when due (whether at the stated maturity, by acceleration
      or
      otherwise), all outstanding Loans and Reimbursement Obligations (whether or
      not
      overdue) shall bear interest at a rate per annum equal to (x) in the case of
      the
      Loans, the rate that would otherwise be applicable thereto pursuant to the
      foregoing provisions of this Section plus
      2% or
      (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans
      under the Revolving Facility plus
      2%, and
      (ii) if all or a portion of any interest payable on any Loan or Reimbursement
      Obligation or any commitment fee or other amount payable hereunder shall not
      be
      paid when due (whether at the stated maturity, by acceleration or otherwise),
      such overdue amount shall bear interest at a rate per annum equal to the rate
      then applicable to ABR Loans under the relevant Facility plus
      2% (or,
      in the case of any such other amounts that do not relate to a particular
      Facility, the rate then applicable to ABR Loans under the Revolving Facility
      plus
      2%), in
      each case, with respect to clauses (i) and (ii) above, from the date of such
      non-payment until such amount is paid in full (as well after as before
      judgment).

     

    (d)  Interest
      shall be payable in arrears on each Interest Payment Date, provided
      that
      interest accruing pursuant to paragraph (c) of this Section shall be payable
      from time to time on demand.

     

    2.13.  Computation
      of Interest and Fees.
      (a)
      Interest and fees payable pursuant hereto shall be calculated on the basis
      of a
      360-day year for the actual days elapsed, except that, with respect to


     

    
      
        
        

      

      
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      ABR
        Loans
        the rate of interest on which is calculated on the basis of the Prime Rate,
        the
        interest thereon shall be calculated on the basis of a 365- (or 366-, as
        the
        case may be) day year for the actual days elapsed. The Administrative Agent
        shall as soon as practicable notify the Borrower and the relevant Lenders
        of
        each determination of a Eurodollar Rate. Any change in the interest rate
        on a
        Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements
        shall become effective as of the opening of business on the day on which
        such
        change becomes effective. The Administrative Agent shall as soon as practicable
        notify the Borrower and the relevant Lenders of the effective date and the
        amount of each such change in interest rate.

    

     

    (b)  Each
      determination of an interest rate by the Administrative Agent pursuant to any
      provision of this Agreement shall be conclusive and binding on the Borrower
      and
      the Lenders in the absence of manifest error. The Administrative Agent shall,
      at
      the request of the Borrower, deliver to the Borrower a statement showing the
      quotations used by the Administrative Agent in determining any interest rate
      pursuant to Section 2.12(a).

     

    2.14.  Inability
      to Determine Interest Rate.
      If
      prior to the first day of any Interest Period:

     

    (a)  the
      Administrative Agent shall have determined (which determination shall be
      conclusive and binding upon the Borrower) that, by reason of circumstances
      affecting the relevant market, adequate and reasonable means do not exist for
      ascertaining the Eurodollar Rate for such Interest Period, or

     

    (b)  the
      Administrative Agent shall have received notice from the Majority Facility
      Lenders in respect of the relevant Facility that the Eurodollar Rate determined
      or to be determined for such Interest Period will not adequately and fairly
      reflect the cost to such Lenders (as conclusively certified by such Lenders)
      of
      making or maintaining their affected Loans during such Interest
      Period,

     

    the
      Administrative Agent shall give telecopy or telephonic notice thereof to the
      Borrower and the relevant Lenders as soon as practicable thereafter. If such
      notice is given (x) any Eurodollar Loans under the relevant Facility requested
      to be made on the first day of such Interest Period shall be made as ABR Loans,
      (y) any Loans under the relevant Facility that were to have been converted
      on the first day of such Interest Period to Eurodollar Loans shall be continued
      as ABR Loans and (z) any outstanding Eurodollar Loans under the relevant
      Facility shall be converted, on the last day of the then-current Interest
      Period, to ABR Loans. Until such notice has been withdrawn by the Administrative
      Agent, no further Eurodollar Loans under the relevant Facility shall be made
      or
      continued as such, nor shall the Borrower have the right to convert Loans under
      the relevant Facility to Eurodollar Loans.

     

    2.15.  Pro
      Rata Treatment and Payments.
      (a)
      Each borrowing by the Borrower from the Revolving Lenders hereunder, each
      payment by the Borrower on account of any commitment fee in respect of the
      Revolving Commitments and any reduction of the Revolving Commitments shall
      be
      made pro rata
      according to the Revolving Commitments of the Revolving Lenders. Each borrowing
      by the Borrower from the New Term Lenders hereunder shall be made pro rata
      according to the New Term Commitments of the New Term Lenders.

     

    (b)  Each
      payment (including each prepayment) by the Borrower on account of principal
      of
      and interest on the Term Loans shall be made pro rata
      according to the respective outstanding principal amounts of the Term Loans
      then
      held by the Term Lenders. The amount of each principal prepayment of the Term
      Loans shall be applied to reduce the then remaining installments of the Term
      Loans pro rata
      based
      upon the then remaining principal amount of such installments. Amounts repaid
      or
      prepaid on account of the Term Loans may not be reborrowed.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (c)  Each
      payment (including each prepayment) by the Borrower on account of principal
      of
      and interest on the Revolving Loans shall be made pro rata
      according to the respective outstanding principal amounts of the Revolving
      Loans
      then held by the Revolving Lenders.

     

    (d)  All
      payments (including prepayments) to be made by the Borrower hereunder, whether
      on account of principal, interest, fees or otherwise, shall be made without
      setoff or counterclaim and shall be made prior to 1:00 P.M., New York City
      time,
      on the due date thereof to the Administrative Agent, for the account of the
      Lenders, at the Funding Office, in Dollars and in immediately available funds.
      The Administrative Agent shall distribute such payments to the Lenders promptly
      upon receipt in like funds as received. If any payment hereunder (other than
      payments on the Eurodollar Loans) becomes due and payable on a day other than
      a
      Business Day, such payment shall be extended to the next succeeding Business
      Day. If any payment on a Eurodollar Loan becomes due and payable on a day other
      than a Business Day, the maturity thereof shall be extended to the next
      succeeding Business Day unless the result of such extension would be to extend
      such payment into another calendar month, in which event such payment shall
      be
      made on the immediately preceding Business Day. In the case of any extension
      of
      any payment of principal pursuant to the preceding two sentences, interest
      thereon shall be payable at the then applicable rate during such
      extension.

     

    (e)  Unless
      the Administrative Agent shall have been notified in writing by any Lender
      prior
      to a borrowing that such Lender will not make the amount that would constitute
      its share of such borrowing available to the Administrative Agent, the
      Administrative Agent may assume that such Lender is making such amount available
      to the Administrative Agent, and the Administrative Agent may, in reliance
      upon
      such assumption, make available to the Borrower a corresponding amount. If
      such
      amount is not made available to the Administrative Agent by the required time
      on
      the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
      on demand, such amount with interest thereon at a rate equal to the daily
      average Federal Funds Effective Rate for the period until such Lender makes
      such
      amount immediately available to the Administrative Agent. A certificate of
      the
      Administrative Agent submitted to any Lender with respect to any amounts owing
      under this paragraph shall be conclusive in the absence of manifest error.
      If
      such Lender’s share of such borrowing is not made available to the
      Administrative Agent by such Lender within three Business Days of such Borrowing
      Date, the Administrative Agent shall also be entitled to recover such amount
      with interest thereon at the rate per annum applicable to ABR Loans under the
      relevant Facility, on demand, from the Borrower. Nothing in this paragraph
      shall
      be deemed to limit the rights of the Administrative Agent or the Borrower
      against any Lender.

     

    (f)  Unless
      the Administrative Agent shall have been notified in writing by the Borrower
      prior to the date of any payment being made hereunder that the Borrower will
      not
      make such payment to the Administrative Agent, the Administrative Agent may
      assume that the Borrower is making such payment, and the Administrative Agent
      may, but shall not be required to, in reliance upon such assumption, make
      available to the Lenders their respective pro rata
      shares
      of a corresponding amount. If such payment is not made to the Administrative
      Agent by the Borrower within three Business Days of such required date, the
      Administrative Agent shall be entitled to recover, on demand, from each Lender
      to which any amount which was made available pursuant to the preceding sentence,
      such amount with interest thereon at the rate per annum equal to the daily
      average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
      the rights of the Administrative Agent or any Lender against the
      Borrower.

     

    2.16.  Requirements
      of Law.
      (a) If
      the adoption of or any change in any Requirement of Law or in the interpretation
      or application thereof or compliance by any Lender with any request or directive
      (whether or not having the force of law) from any central bank or other
      Governmental Authority made subsequent to the Restatement Effective
      Date:

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (i)    shall
      subject any Lender to any tax of any kind whatsoever with respect to this
      Agreement, any Letter of Credit, any Application or any Eurodollar Loan made
      by
      it, or change the basis of taxation of payments to such Lender in respect
      thereof (except for Non-Excluded Taxes covered by Section 2.17 and changes
      in
      the rate of tax on the overall net income of such Lender);

     

    (ii)    shall
      impose, modify or hold applicable any reserve, special deposit, compulsory
      loan
      or similar requirement against assets held by, deposits or other liabilities
      in
      or for the account of, advances, loans or other extensions of credit by, or
      any
      other acquisition of funds by, any office of such Lender that is not otherwise
      included in the determination of the Eurodollar Rate hereunder; or

     

    (iii)    shall
      impose on such Lender any other condition;

     

    and
      the
      result of any of the foregoing is to increase the cost to such Lender, by an
      amount that such Lender deems to be material, of making, converting into,
      continuing or maintaining Eurodollar Loans or issuing or participating in
      Letters of Credit, or to reduce any amount receivable hereunder in respect
      thereof, then, in any such case, the Borrower shall promptly pay such Lender,
      upon its demand, any additional amounts necessary to compensate such Lender
      for
      such increased cost or reduced amount receivable. If any Lender becomes entitled
      to claim any additional amounts pursuant to this paragraph, it shall promptly
      notify the Borrower (with a copy to the Administrative Agent) of the event
      by
      reason of which it has become so entitled. 

     

    (b)  If
      any
      Lender shall have determined that the adoption of or any change in any
      Requirement of Law regarding capital adequacy or in the interpretation or
      application thereof or compliance by such Lender or any corporation controlling
      such Lender with any request or directive regarding capital adequacy (whether
      or
      not having the force of law) from any Governmental Authority made subsequent
      to
      the Restatement Effective Date shall have the effect of reducing the rate of
      return on such Lender’s or such corporation’s capital as a consequence of its
      obligations hereunder or under or in respect of any Letter of Credit to a level
      below that which such Lender or such corporation could have achieved but for
      such adoption, change or compliance (taking into consideration such Lender’s or
      such corporation’s policies with respect to capital adequacy) by an amount
      deemed by such Lender to be material, then from time to time, after submission
      by such Lender to the Borrower (with a copy to the Administrative Agent) of
      a
      written request therefor, the Borrower shall pay to such Lender such additional
      amount or amounts as will compensate such Lender for such reduction;
provided
      that the
      Borrower shall not be required to compensate a Lender pursuant to this paragraph
      for any amounts incurred more than six months prior to the date that such Lender
      notifies the Borrower of such Lender’s intention to claim compensation therefor;
      and provided further
      that, if
      the circumstances giving rise to such claim have a retroactive effect, then
      such
      six-month period shall be extended to include the period of such retroactive
      effect.

     

    (c)  A
      certificate as to any additional amounts payable pursuant to this Section
      submitted by any Lender to the Borrower (with a copy to the Administrative
      Agent) shall be conclusive in the absence of manifest error. The obligations
      of
      the Borrower pursuant to this Section shall survive the termination of this
      Agreement and the payment of the Loans and all other amounts payable
      hereunder.

     

    2.17.  Taxes.
      (a) All
      payments made by the Borrower under this Agreement shall be made free and clear
      of, and without deduction or withholding for or on account of, any present
      or
      future income, stamp or other taxes, levies, imposts, duties, charges, fees,
      deductions or withholdings, now or hereafter imposed, levied, collected,
      withheld or assessed by any Governmental Authority, excluding net income taxes
      and franchise taxes (imposed in lieu of net income taxes) imposed on the
      Administrative 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

      Agent
        or
        any Lender as a result of a present or former connection between the
        Administrative Agent or such Lender and the jurisdiction of the Governmental
        Authority imposing such tax or any political subdivision or taxing authority
        thereof or therein (other than any such connection arising solely from the
        Administrative Agent or such Lender having executed, delivered or performed
        its
        obligations or received a payment under, or enforced, this Agreement or any
        other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
        charges, fees, deductions or withholdings (“Non-Excluded
        Taxes”)
        or
        Other Taxes are required to be withheld from any amounts payable to the
        Administrative Agent or any Lender hereunder, the amounts so payable to the
        Administrative Agent or such Lender shall be increased to the extent necessary
        to yield to the Administrative Agent or such Lender (after payment of all
        Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
        hereunder at the rates or in the amounts specified in this Agreement,
provided,
        however,
        that
        the Borrower shall not be required to increase any such amounts payable to
        any
        Lender with respect to any Non-Excluded Taxes (i) that are attributable to
        such
        Lender’s failure to comply with the requirements of paragraph (d) or (e) of this
        Section or (ii) that are United States withholding taxes imposed on amounts
        payable to such Lender at the time the Lender becomes a party to this Agreement,
        except to the extent that such Lender’s assignor (if any) was entitled, at the
        time of assignment, to receive additional amounts from the Borrower with
        respect
        to such Non-Excluded Taxes pursuant to this paragraph.

    

     

    (b)  In
      addition, the Borrower shall pay any Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.

     

    (c)  Whenever
      any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly
      as possible thereafter the Borrower shall send to the Administrative Agent
      for
      its own account or for the account of the relevant Lender, as the case may
      be, a
      certified copy of an original official receipt received by the Borrower showing
      payment thereof. If the Borrower fails to pay any Non-Excluded Taxes or Other
      Taxes when due to the appropriate taxing authority or fails to remit to the
      Administrative Agent the required receipts or other required documentary
      evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
      for any incremental taxes, interest or penalties that may become payable by
      the
      Administrative Agent or any Lender as a result of any such failure.

     

    (d)  Each
      Lender (or Transferee) that is not a “U.S. Person” as defined in Section
      7701(a)(30) of the Code (a “Non-U.S.
      Lender”)
      shall
      deliver to the Borrower and the Administrative Agent (or, in the case of a
      Participant, to the Lender from which the related participation shall have
      been
      purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
      Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
      federal withholding tax under Section 871(h) or 881(c) of the Code with respect
      to payments of “portfolio interest”, a statement substantially in the form of
      Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors
      thereto, properly completed and duly executed by such Non-U.S. Lender claiming
      complete exemption from U.S. federal withholding tax on all payments by the
      Borrower under this Agreement and the other Loan Documents. Such forms shall
      be
      delivered by each Non-U.S. Lender on or before the date it becomes a party
      to
      this Agreement (or, in the case of any Participant, on or before the date such
      Participant purchases the related participation). In addition, each Non-U.S.
      Lender shall deliver such forms promptly upon the obsolescence or invalidity
      of
      any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
      shall promptly notify the Borrower at any time it determines that it is no
      longer in a position to provide any previously delivered certificate to the
      Borrower (or any other form of certification adopted by the U.S. taxing
      authorities for such purpose). The inability of a Non-U.S. Lender (or a
      Transferee) to deliver any form pursuant to this Section 2.17(d) as a result
      of
      a change in law after the date such Lender (or a Transferee) becomes a Lender
      (or a Transferee) hereunder or as a result of a change in circumstances of
      the
      Borrower or the use of proceeds of such Lender’s (or Transferee’s) Loans shall
      not constitute a failure to comply with this Section 2.17(d) and accordingly
      the
      indemnities to which such Person is entitled pursuant to this Section 2.17
      shall
      not be affected as a result of such inability. If a 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

      Lender
        (or Transferee) as to which the preceding sentence does not apply is unable
        to
        deliver any form pursuant to this Section 2.17(d), the sole consequence of
        such
        failure to deliver as a result of such inability shall be that the indemnity
        described in Section 2.17(a) hereof for any Non-Excluded Taxes shall not
        be
        available to such Lender or Transferee with respect to the period that would
        otherwise be covered by such form.

    

     

    (e)  A
      Lender
      that is entitled to an exemption from non-U.S. withholding tax under the law
      of
      the jurisdiction in which the Borrower is located, or any treaty to which such
      jurisdiction is a party, with respect to payments under this Agreement shall
      deliver to the Borrower (with a copy to the Administrative Agent), at the time
      or times prescribed by applicable law or reasonably requested by the Borrower,
      such properly completed and executed documentation prescribed by applicable
      law
      as will permit such payments to be made without withholding, provided
      that
      such Lender is legally entitled to complete, execute and deliver such
      documentation and in such Lender’s judgment such completion, execution or
      submission would not materially prejudice the legal position of such
      Lender.

     

    (f)  Any
      Lender (or Transferee) claiming any indemnity payment or additional amounts
      payable pursuant to Section 2.17(a) shall use reasonable efforts (consistent
      with legal and regulatory restrictions) to file any certificate or document
      reasonably requested in writing by the Borrower if the making of such a filing
      would avoid the need for or reduce the amount of any such indemnity payment
      or
      additional amounts that may thereafter accrue.

     

    (g)  The
      agreements in this Section shall survive the termination of this Agreement
      and
      the payment of the Loans and all other amounts payable hereunder.

     

    2.18.  Indemnity.
      The
      Borrower agrees to indemnify each Lender and to hold each Lender harmless from
      any loss or expense that such Lender may sustain or incur as a consequence
      of
      (a) default by the Borrower in making a borrowing of, conversion into or
      continuation of Eurodollar Loans after the Borrower has given a notice
      requesting the same in accordance with the provisions of this Agreement, (b)
      default by the Borrower in making any prepayment of or conversion from
      Eurodollar Loans after the Borrower has given a notice thereof in accordance
      with the provisions of this Agreement or (c) the making of a prepayment of
      Eurodollar Loans on a day that is not the last day of an Interest Period with
      respect thereto. Such indemnification may include an amount equal to the excess,
      if any, of (i) the amount of interest that would have accrued on the amount so
      prepaid, or not so borrowed, converted or continued, for the period from the
      date of such prepayment or of such failure to borrow, convert or continue to
      the
      last day of such Interest Period (or, in the case of a failure to borrow,
      convert or continue, the Interest Period that would have commenced on the date
      of such failure) in each case at the applicable rate of interest for such Loans
      provided for herein (excluding, however, the Applicable Margin included therein,
      if any) over
      (ii) the
      amount of interest (as reasonably determined by such Lender) that would have
      accrued to such Lender on such amount by placing such amount on deposit for
      a
      comparable period with leading banks in the interbank eurodollar market. A
      certificate as to any amounts payable pursuant to this Section submitted to
      the
      Borrower by any Lender shall be conclusive in the absence of manifest error.
      This covenant shall survive the termination of this Agreement and the payment
      of
      the Loans and all other amounts payable hereunder.

     

    2.19.  Change
      of Lending Office.
      Each
      Lender agrees that, upon the occurrence of any event giving rise to the
      operation of Section 2.16 or 2.17(a) with respect to such Lender, it will,
      if
      requested by the Borrower, use reasonable efforts (subject to overall policy
      considerations of such Lender) to designate another lending office for any
      Loans
      affected by such event with the object of avoiding the consequences of such
      event; provided,
      that
      such designation is made on terms that, in the sole judgment of such Lender,
      cause such Lender and its lending office(s) to suffer no economic, legal or
      

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

      regulatory
        disadvantage, and provided,
        further,
        that
        nothing in this Section shall affect or postpone any of the obligations of
        any
        Borrower or the rights of any Lender pursuant to Section 2.16 or
        2.17(a).

    

     

    2.20.  Replacement
      of Lenders.
      The
      Borrower shall be permitted to replace any Lender that (a) requests
      reimbursement for amounts owing pursuant to Section 2.16 or 2.17(a) or (b)
      defaults in its obligation to make Loans hereunder, with a replacement financial
      institution; provided
      that (i)
      such replacement does not conflict with any Requirement of Law, (ii) no Event
      of
      Default shall have occurred and be continuing at the time of such replacement,
      (iii) prior to any such replacement, such Lender shall have taken no action
      under Section 2.19 which has eliminated the continued need for payment of
      amounts owing pursuant to Section 2.16 or 2.17(a), (iv) the replacement
      financial institution shall purchase, at par, all Loans and other amounts owing
      to such replaced Lender on or prior to the date of replacement, (v) the Borrower
      shall be liable to such replaced Lender under Section 2.18 if any Eurodollar
      Loan owing to such replaced Lender shall be purchased other than on the last
      day
      of the Interest Period relating thereto, (vi) the replacement financial
      institution, if not already a Lender, shall be reasonably satisfactory to the
      Administrative Agent, (vii) the replaced Lender shall be obligated to make
      such
      replacement in accordance with the provisions of Section 10.6 (provided that
      the
      Borrower shall be obligated to pay the registration and processing fee referred
      to therein), (viii) until such time as such replacement shall be consummated,
      the Borrower shall pay all additional amounts (if any) required pursuant to
      Section 2.16 or 2.17(a), as the case may be, and (ix) any such replacement
      shall not be deemed to be a waiver of any rights that the Borrower, the Agents
      or any other Lender shall have against the replaced Lender.

     

    In
      the
      event that any Lender (a “Non-Consenting
      Lender”)
      fails
      to consent to any proposed amendment, modification, termination, waiver or
      consent with respect to any provision hereof or of any other Credit Document
      that requires the unanimous approval of all of the Lenders or the approval
      of
      all of the Lenders directly affected thereby, in each case in accordance with
      the terms of Section 10.1, the Borrower shall be permitted to replace such
      Non-Consenting Lender with a replacement financial institution satisfactory
      to
      the Administrative Agent, so long as the consent of the Required Lenders shall
      have been obtained with respect to such amendment, modification, termination,
      waiver or consent; provided
      that
      (i) such replacement does not conflict with any applicable law, treaty,
      rule or regulation or determination of an arbitrator or a court or other
      Governmental Authority, (ii) the replacement financial institution shall
      purchase, at par, all Loans and other amounts owing to the Non-Consenting Lender
      pursuant to the Credit Documents on or prior to the date of replacement,
      (iii) the replacement financial institution shall approve the proposed
      amendment, modification, termination, waiver or consent, (iv) the Borrower
      shall
      be liable to the Non-Consenting Lender under Section 2.18 if any Eurodollar
      Loan
      owing to the Non-Consenting Lender shall be purchased other than on the last
      day
      of the Interest Period relating thereto, (v) the Non-Consenting Lender shall
      be
      obligated to make such replacement in accordance with the provisions of Section
      10.6(c) (provided that the Borrower shall be obligated to pay the registration
      and processing fee referred to therein), (vi) until such time as such
      replacement shall be consummated, the Borrower shall pay to the Non-Consenting
      Lender all additional amounts (if any) required pursuant to Section 2.16, 2.17
      or 2.18, as the case may be, (vii) the Borrower provides at least three Business
      Days’ prior notice to the Non-Consenting Lender, and (viii) any such replacement
      shall not be deemed to be a waiver of any rights that the Borrower, the
      Administrative Agent or any other Lender shall have against the Non-Consenting
      Lender. In the event any Non-Consenting Lender fails to execute the agreements
      required under Section 10.6 in connection with an assignment pursuant to this
      Section 2.20, the Borrower may, upon two Business Days’ prior notice to the
      Non-Consenting Lender, execute such agreements on behalf of the Non-Consenting
      Lender.

     

    SECTION
      3.    LETTERS
      OF CREDIT

     

    3.1.  L/C
      Commitment.
      (a)
      Subject to the terms and conditions hereof, each Issuing Lender, in reliance
      on
      the agreements of the other Revolving Lenders set forth in Section 3.4(a),
      agrees to 

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

      issue
        letters of credit (“Letters
        of Credit”)
        for
        the account of the Borrower on any Business Day during the Revolving Commitment
        Period in such form as may be approved from time to time by such Issuing
        Lender;
provided
        that no
        Issuing Lender shall issue any Letter of Credit if, after giving effect to
        such
        issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii)
        the
        aggregate amount of the Available Revolving Commitments would be less than
        zero.
        Each Letter of Credit shall (i) be denominated in Dollars, (ii) unless otherwise
        agreed by the Administrative Agent and the relevant Issuing Lender, have
        a face
        amount of at least $5,000 and (iii) expire no later than the earlier of (x)
        the
        first anniversary of its date of issuance and (y) the date that is five Business
        Days prior to the Revolving Termination Date, provided
        that any
        Letter of Credit with a one-year term may provide for the renewal thereof
        for
        additional one-year periods (which shall in no event extend beyond the date
        referred to in clause (y) above). It is understood that the letters of credit
        listed on Schedule 3.1 shall constitute “Letters of Credit” for the purposes of
        this Agreement and shall be deemed to have been issued under this
        Agreement.

    

     

    (b)  No
      Issuing Lender shall be obligated to issue any Letter of Credit hereunder if
      such issuance would conflict with, or cause such Issuing Lender or any L/C
      Participant to exceed any limits imposed by, any applicable Requirement of
      Law.

     

    3.2.  Procedure
      for Issuance of Letter of Credit.
      The
      Borrower may from time to time request that any Issuing Lender issue a Letter
      of
      Credit by delivering to such Issuing Lender an Application therefor, completed
      to the satisfaction of such Issuing Lender, and such other certificates,
      documents and other papers and information as such Issuing Lender may request.
      Upon receipt of any Application, the relevant Issuing Lender will process such
      Application and the certificates, documents and other papers and information
      delivered to it in connection therewith in accordance with its customary
      procedures and shall promptly issue the Letter of Credit requested thereby
      (but
      in no event shall such Issuing Lender be required to issue any Letter of Credit
      earlier than three (3) Business Days after its receipt of the Application
      therefor and all such other certificates, documents and other papers and
      information relating thereto) by issuing the original of such Letter of Credit
      to the beneficiary thereof or as otherwise may be agreed to by such Issuing
      Lender and the Borrower. The relevant Issuing Lender shall furnish a copy of
      such Letter of Credit to the Borrower promptly following the issuance thereof.
      The relevant Issuing Lender shall promptly furnish to the Administrative Agent,
      which shall in turn promptly furnish to the Lenders, notice of the issuance
      of
      each Letter of Credit (including the amount thereof).

     

    3.3.  Fees
      and Other Charges.
      (a) The
      Borrower will pay a fee on all outstanding Letters of Credit at a per annum
      rate
      equal to the Applicable Margin then in effect with respect to Eurodollar Loans
      under the Revolving Facility, shared ratably among the Revolving Lenders and
      payable quarterly in arrears on each L/C Fee Payment Date after the issuance
      date. In addition, the Borrower shall pay to the relevant Issuing Lender for
      its
      own account a fronting fee at a per annum rate of 0.125% or a lower rate
      separately agreed between the Borrower and such Issuing Lender on the undrawn
      and unexpired amount of each Letter of Credit issued by such Issuing Lender,
      payable quarterly in arrears on each L/C Fee Payment Date after the relevant
      issuance date.

     

    (b)  In
      addition to the foregoing fees, unless otherwise agreed by the relevant Issuing
      Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal
      and customary costs and expenses as are incurred or charged by such Issuing
      Lender in issuing, negotiating, effecting payment under, amending or otherwise
      administering any Letter of Credit issued by it.

     

    3.4.  L/C
      Participations.
      (a)
      Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
      Participant, and, to induce the Issuing Lenders to issue Letters of Credit
      hereunder, each L/C Participant irrevocably agrees to accept and purchase and
      hereby accepts and purchases from 

     

    
      
        
        

      

      
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      each
        Issuing Lender, on the terms and conditions hereinafter stated, for such
        L/C
        Participant’s own account and risk an undivided interest equal to such L/C
        Participant’s Revolving Percentage in each Issuing Lender’s obligations and
        rights under each Letter of Credit issued by it hereunder and the amount
        of each
        draft paid by such Issuing Lender thereunder. Each L/C Participant
        unconditionally and irrevocably agrees with each Issuing Lender that, if
        a draft
        is paid under any Letter of Credit issued by such Issuing Lender for which
        such
        Issuing Lender is not reimbursed in full by the Borrower in accordance with
        the
        terms of this Agreement, such L/C Participant shall pay to such Issuing Lender
        upon demand an amount equal to such L/C Participant’s Revolving Percentage of
        the amount of such draft, or any part thereof, that is not so reimbursed.
        Each
        L/C Participant’s obligation to make such payment to such Issuing Lender as
        contemplated by this Section 3.4(a), shall be absolute and unconditional
        and
        shall not be affected by any circumstance, including (A) any setoff,
        counterclaim, recoupment, defense or other right which such Lender may have
        against such Issuing Lender, the Borrower or any other Person for any reason
        whatsoever, (B) the occurrence or continuance of a Default or Event of Default,
        or (C) any other occurrence, event or condition, whether or not similar to
        any
        of the foregoing. No such payment by any L/C Participant shall relieve or
        otherwise impair the obligation of the Borrower to reimburse such Issuing
        Lender
        for the amount of any payment made by such Issuing Lender under any Letter
        of
        Credit, together with interest as provided herein.

    

     

    (b)  If
      any
      amount required to be paid by any L/C Participant to any Issuing Lender pursuant
      to Section 3.4(a) in respect of any unreimbursed portion of any payment made
      by
      such Issuing Lender under any Letter of Credit is paid to such Issuing Lender
      within three (3) Business Days after the date such payment is due, such L/C
      Participant shall pay to such Issuing Lender on demand an amount equal to the
      product of (i) such amount, times (ii) the daily average Federal Funds Effective
      Rate during the period from and including the date such payment is required
      to
      the date on which such payment is immediately available to such Issuing Lender,
      times (iii) a fraction the numerator of which is the number of days that elapse
      during such period and the denominator of which is 360. If any such amount
      required to be paid by any L/C Participant pursuant to Section 3.4(a) is not
      made available to the relevant Issuing Lender by such L/C Participant within
      three (3) Business Days after the date such payment is due, such Issuing Lender
      shall be entitled to recover from such L/C Participant, on demand, such amount
      with interest thereon calculated from such due date at the rate per annum
      applicable to ABR Loans under the Revolving Facility. A certificate of the
      relevant Issuing Lender submitted to any L/C Participant with respect to any
      amounts owing under this Section shall be conclusive in the absence of manifest
      error.

     

    (c)  Whenever,
      at any time after the relevant Issuing Lender has made payment under any Letter
      of Credit and has received from any L/C Participant its pro rata
      share of
      such payment in accordance with Section 3.4(a), such Issuing Lender receives
      any
      payment related to such Letter of Credit (whether directly from the Borrower
      or
      otherwise, including proceeds of collateral applied thereto by such Issuing
      Lender), or any payment of interest on account thereof, such Issuing Lender
      will
      distribute to each L/C Participant its pro rata
      share
      thereof; provided,
      however,
      that in
      the event that any such payment received by such Issuing Lender shall be
      required to be returned by such Issuing Lender, such L/C Participant shall
      return to such Issuing Lender the portion thereof previously distributed by
      such
      Issuing Lender to it.

     

    3.5.  Reimbursement
      Obligation of the Borrower.
      If any
      draft is paid under any Letter of Credit, the Borrower shall reimburse the
      relevant Issuing Lender for the amount of (a) the draft so paid and (b) any
      taxes, fees, charges or other costs or expenses incurred by such Issuing Lender
      in connection with such payment, not later than 1:00 P.M., New York City time,
      on the Business Day immediately following the day that the Borrower receives
      notice of payment of such draft. Each such payment shall be made to the relevant
      Issuing Lender in lawful money of the United States and in immediately available
      funds. Interest shall be payable on any and all amounts remaining unpaid by
      the
      Borrower under this Section from the date such amounts become payable (whether
      at stated maturity, by acceleration or 

     

    
      
        
        

      

      
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      otherwise)
        (or from the date the relevant draft is paid, if notice thereof is received
        by
        the Borrower prior to 10:00 A.M., New York City time, on such date) until
        payment in full at the rate set forth in (i) until the second Business Day
        following the date of the applicable drawing, Section 2.12(b) and (ii)
        thereafter, Section 2.12(c).

    

     

    3.6.  Obligations
      Absolute.
      The
      Borrower’s obligations under this Section 3 shall be absolute and unconditional
      under any and all circumstances and irrespective of any setoff, counterclaim
      or
      defense to payment that the Borrower may have or have had against any Issuing
      Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower
      also agrees with each Issuing Lender and L/C Participant that no Issuing Lender
      or L/C Participant shall be responsible for, and the Borrower’s Reimbursement
      Obligations under Section 3.5 shall not be affected by, among other things,
      the
      validity or genuineness of documents or of any endorsements thereon, even though
      such documents shall in fact prove to be invalid, fraudulent or forged, or
      any
      dispute between or among the Borrower and any beneficiary of any Letter of
      Credit or any other party to which such Letter of Credit may be transferred
      or
      any claims whatsoever of the Borrower against any beneficiary of such Letter
      of
      Credit or any such transferee. No Issuing Lender shall be liable for any error,
      omission, interruption or delay in transmission, dispatch or delivery of any
      message or advice, however transmitted, in connection with any Letter of Credit,
      except for errors or omissions found by a final non-appealable decision of
      a
      court of competent jurisdiction to have resulted from the gross negligence
      or
      willful misconduct of the relevant Issuing Lender. The Borrower agrees that
      any
      action taken or omitted by any Issuing Lender under or in connection with any
      Letter of Credit or the related drafts or documents, if done in the absence
      of
      gross negligence or willful misconduct and in accordance with the standards
      of
      care specified in the New York UCC, shall be binding on the Borrower and shall
      not result in any liability of any Issuing Lender to the Borrower.

     

    3.7.  Letter
      of Credit Payments.
      If any
      draft shall be presented for payment under any Letter of Credit, the relevant
      Issuing Lender shall promptly notify the Borrower of the date and amount
      thereof. The responsibility of each Issuing Lender to the Borrower in connection
      with any draft presented for payment under any Letter of Credit shall, in
      addition to any payment obligation expressly provided for in such Letter of
      Credit, be limited to determining that the documents (including each draft)
      delivered under such Letter of Credit in connection with such presentment are
      substantially in conformity with such Letter of Credit.

     

    3.8.  Applications.
      To the
      extent that any provision of any Application related to any Letter of Credit
      is
      inconsistent with the provisions of this Section 3, the provisions of this
      Section 3 shall apply.

     

    SECTION
      4.    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Administrative Agent and the Lenders to enter into this Agreement and to
      make the Loans and issue or participate in the Letters of Credit, Holdings
      and
      the Borrower hereby jointly and severally represent and warrant to the
      Administrative Agent and each Lender that:

     

    4.1.  Financial
      Condition.
      The
      audited consolidated balance sheet of the Borrower as at December 31, 2005,
      and
      the related audited consolidated statements of operations and cash flows for
      the
      fiscal year ended on such date, have been prepared based on the best information
      available to the Borrower as of the date of delivery thereof, and present fairly
      the consolidated financial condition of the Borrower as at such date, and the
      consolidated results of its operations and its consolidated cash flows for
      the
      period then ended. All such financial statements, including the related
      schedules and notes thereto, have been prepared in accordance with GAAP applied
      consistently throughout the periods involved (except as approved by KPMG and
      disclosed therein or as otherwise disclosed therein). The Borrower 

     

    
      
        
        

      

      
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      and
        its
        Subsidiaries do not have any material Guarantee Obligations, contingent
        liabilities and liabilities for taxes, or any long-term leases or unusual
        forward or long-term commitments, including any interest rate or foreign
        currency swap or exchange transaction or other obligation in respect of
        derivatives, that are not reflected in such financial
        statements.

    

     

    4.2.  No
      Change.
      Since
      December 31, 2005 there has been no event, development or circumstance that
      has
      had or could reasonably be expected to have a Material Adverse
      Effect.

     

    4.3.  Existence;
      Compliance with Law.
      Each of
      Holdings, the Borrower and its Subsidiaries (a) except in the case of any Shell
      Subsidiary and any former Shell Subsidiary until it becomes a Loan Party
      pursuant to Section 6.9, is duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its organization, (b) has the
      power and authority, and the legal right, to own and operate its property,
      to
      lease the property it operates as lessee and to conduct the business in which
      it
      is currently engaged, (c) is duly qualified as a foreign entity and in good
      standing under the laws of each jurisdiction where its ownership, lease or
      operation of property or the conduct of its business requires such qualification
      and (d) is in compliance with all Requirements of Law, in each case with respect
      to clauses (b), (c) and (d), except as could not, in the aggregate, reasonably
      be expected to have a Material Adverse Effect.

     

    4.4.  Power;
      Authorization; Enforceable Obligations.
      Each
      Loan Party has the power and authority, and the legal right, to make, deliver
      and perform the Loan Documents to which it is a party and, in the case of the
      Borrower, to borrow hereunder. Each Loan Party has taken all necessary action
      to
      authorize the execution, delivery and performance of the Loan Documents to
      which
      it is a party and, in the case of the Borrower, to authorize the borrowings
      on
      the terms and conditions of this Agreement. No consent or authorization of,
      filing with, notice to or other act by or in respect of, any Governmental
      Authority or any other Person is required in connection with the borrowings
      hereunder or with the execution, delivery, performance, validity or
      enforceability of this Agreement or any of the Loan Documents, other than those
      that have been obtained or made and are in full force and effect. Each Loan
      Document has been duly executed and delivered on behalf of each Loan Party
      party
      thereto. This Agreement constitutes, and each other Loan Document upon execution
      will constitute, a valid and legally binding obligation of each Loan Party
      party
      thereto, enforceable against each such Loan Party in accordance with its terms,
      except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors’ rights generally and by general equitable principles (whether
      enforcement is sought by proceedings in equity or at law).

     

    4.5.  No
      Legal Bar.
      The
      execution, delivery and performance of this Agreement and the other Loan
      Documents, the issuance of Letters of Credit, the borrowings hereunder and
      the
      use of the proceeds thereof, will not violate any material Requirement of Law
      or
      any material Contractual Obligation of any Designated Holding Company, the
      Borrower or any of its Subsidiaries and will not result in, or require, the
      creation or imposition of any Lien on any of their respective properties or
      revenues pursuant to any Requirement of Law or any such Contractual Obligation
      (other than the Liens created by the Guarantee and Collateral Agreement or
      permitted by Section 7.3(g) or (o)).

     

    4.6.  Litigation.
      No
      litigation, investigation or proceeding of or before any arbitrator or
      Governmental Authority is pending or, to the knowledge of Holdings or the
      Borrower, threatened by or against Holdings, the Borrower or any of its
      Subsidiaries, or against any of their respective properties or revenues (a)
      with
      respect to any of the Loan Documents or any of the transactions contemplated
      hereby or thereby, or (b) that could reasonably be expected to have a Material
      Adverse Effect.

     

    4.7.  No
      Default.
      None of
      Holdings, the Borrower or any of its Subsidiaries is in default under or with
      respect to any of its Contractual Obligations in any respect that could
      reasonably be 

     

    
      
        
        

      

      
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      expected
        to have a Material Adverse Effect. No Default or Event of Default has occurred
        and is continuing.

    

     

    4.8.  Ownership
      of Property; Liens.
      Each of
      Holdings, the Borrower and its Subsidiaries has marketable title to, or a valid
      leasehold interest in, all its real property, and good title to, or a valid
      leasehold interest in, all its other property (in each case except as could
      not
      reasonably be expected to have a Material Adverse Effect), and none of such
      property is subject to any Lien except Liens not prohibited by Section
      7.3.

     

    4.9.  Intellectual
      Property.
      Each of
      Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to
      use,
      all Intellectual Property necessary for the conduct of its business as currently
      conducted, except as could not reasonably be expected to have a Material Adverse
      Effect. No claim has been asserted and is pending by any Person challenging
      or
      questioning the use, validity or effectiveness of any Intellectual Property
      owned or licensed by Holdings, the Borrower or any of its Subsidiaries that
      could reasonably be expected to result in a breach of the representation and
      warranty set forth in the first sentence of this Section 4.9, nor does the
      Borrower know of any valid basis for any such claim. The use of all Intellectual
      Property necessary for the conduct of the business of the Borrower and its
      Subsidiaries, taken as a whole, does not infringe on the rights of any Person
      in
      such a manner that could reasonably be expected to result in a breach of the
      representation and warranty set forth in the first sentence of this Section
      4.9.

    


    4.10.  Taxes.
      Each of
      Holdings, the Borrower and each of its Subsidiaries (other than Shell
      Subsidiaries) has filed or caused to be filed all federal, state and other
      material tax returns that are required to be filed and has paid all taxes shown
      to be due and payable on said returns or on any assessments made against it
      or
      any of its property and all other taxes, fees or other charges imposed on it
      or
      any of its property by any Governmental Authority (other than those with respect
      to which the amount or validity thereof are currently being contested in good
      faith by appropriate proceedings and with respect to which reserves in
      conformity with GAAP have been provided on the books of Holdings, the Borrower
      or its Subsidiaries, as the case may be).

     

    4.11.  Federal
      Regulations.
      No part
      of the proceeds of any Loans will be used (a) for “buying” or “carrying” any
“margin stock” within the respective meanings of each of the quoted terms under
      Regulation U as now and from time to time hereafter in effect or for any purpose
      that violates the provisions of the Regulations of the Board. If requested
      by
      any Lender or the Administrative Agent, the Borrower will furnish to the
      Administrative Agent and each Lender a statement to the foregoing effect in
      conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable,
      referred to in Regulation U.

     

    4.12.  Labor
      Matters.
      Except
      as, in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect: (a) there are no strikes or other labor disputes against
Holdings,
      the Borrower or any of its Subsidiaries pending or, to the knowledge of
Holdings
      or the Borrower, threatened; (b) hours worked by, and payment made to, employees
      of Holdings,
      the Borrower and its Subsidiaries have not been in violation of the Fair Labor
      Standards Act or any other applicable Requirement of Law dealing with such
      matters; and (c) all payments due from Holdings, the Borrower
      or any of its Subsidiaries on account of employee health and welfare insurance
      have been paid or accrued as a liability on the books of Holdings,
      the Borrower or the relevant Subsidiary.

     

    4.13.  ERISA.
      Neither
      a Reportable Event nor an “accumulated funding deficiency” (within the meaning
      of Section 412 of the Code or Section 302 of ERISA) has occurred during the
      five-year period prior to the date on which this representation is made or
      deemed made with respect to any Plan, and each Plan has complied in all material
      respects with the applicable provisions of ERISA and the 

     

    
      
        
        

      

      
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      Code.
        No
        termination of a Single Employer Plan has occurred, and no Lien in favor
        of the
        PBGC or a Plan has arisen, during such five-year period. The present value
        of
        all accrued benefits under each Single Employer Plan (based on those assumptions
        used to fund such Plans) did not, as of the last annual valuation date prior
        to
        the date on which this representation is made or deemed made, exceed the
        value
        of the assets of such Plan allocable to such accrued benefits by more than
        $1,000,000. Neither any Loan Party nor any Commonly Controlled Entity has
        had a
        complete or partial withdrawal from any Multiemployer Plan that has resulted
        or
        could reasonably be expected to result in a material liability under ERISA,
        and
        neither any Loan Party nor, to any Loan Party’s knowledge, any Commonly
        Controlled Entity would become subject to any material liability under ERISA
        if
        any Loan Party or any Commonly Controlled Entity were to withdraw completely
        from all Multiemployer Plans as of the valuation date most closely preceding
        the
        date on which this representation is made or deemed made. No Multiemployer
        Plan
        of any Loan Party or any Commonly Controlled Entity is in Reorganization
        or
        Insolvent.

    

     

    4.14.  Investment
      Company Act; Other Regulations.
      No Loan
      Party is an “investment company”, or a company “controlled” by an “investment
      company”, within the meaning of the Investment Company Act of 1940, as amended.
      No Loan Party is subject to regulation under any Requirement of Law (other
      than
      Regulation X of the Board) that limits its ability to incur
      Indebtedness.

     

    4.15.  Subsidiaries.
      As of
      the Restatement Effective Date and, following the Restatement Effective Date,
      as
      of the date of the most recently delivered Compliance Certificate pursuant
      to
      Section 6.2(b), (a)
      Schedule 4.15 (as modified by such Compliance Certificate) sets forth the name
      and jurisdiction of organization of each Designated Holding Company, the
      Borrower and each of the
      Borrower’s Subsidiaries (except any Shell Subsidiary) and, as to each such
      Person, the percentage of each class of Equity Interests owned by Holdings,
      the Borrower and each of the Borrower’s Subsidiaries, and (b) except as set
      forth on Schedule 4.15 (as modified by such Compliance Certificate), there
      are
      no outstanding subscriptions, options, warrants, calls, rights or other
      agreements or commitments of any nature relating to any Equity Interests of
      the
      Borrower or any of its Subsidiaries (except any Shell Subsidiary), except as
      created by the Loan Documents.

     

    4.16.  Use
      of
      Proceeds.
      The
      proceeds of the Revolving Loans and New Term Loans, and the Letters of Credit,
      shall be used for general purposes, including to finance permitted Investments
      and permitted distributions to redeem Indebtedness of parent companies of the
      Borrower.

     

    4.17.  Environmental
      Matters.
      Except
      as, in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect:

     

    (a)  the
      facilities and properties owned, leased or operated by Holdings, the Borrower
      or
      any of its Subsidiaries (the “Properties”)
      do not
      contain, and have not previously contained, any Materials of Environmental
      Concern in amounts or concentrations or under circumstances that constitute
      or
      constituted a violation of, or could give rise to liability under, any
      Environmental Law;

     

    (b)  neither
      Holdings, the Borrower
      nor any
      of its Subsidiaries has received or is
      aware of
      any notice of violation, alleged violation, non-compliance, liability or
      potential liability regarding environmental matters or compliance with
      Environmental Laws with regard to any of the Properties or the business operated
      by Holdings,
      the Borrower or any of its Subsidiaries (the “Business”),
      nor
      does
      Holdings
      or the Borrower have knowledge or reason to believe that any such notice will
      be
      received or is being threatened;

     

    (c)  Materials
      of Environmental Concern have not been transported or disposed of from the
      Properties in violation of, or in a manner or to a location that could give
      rise
      to liability under, any 

     

    
      
        
        

      

      
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      Environmental
        Law, nor have any Materials of Environmental Concern been generated, treated,
        stored or disposed of at, on or under any of the Properties in violation
        of, or
        in a manner that could give rise to liability under, any applicable
        Environmental Law;

    

     

    (d)  no
      judicial proceeding or governmental or administrative action is pending or,
      to
      the knowledge of Holdings
      and the Borrower, threatened, under any Environmental Law to which Holdings,
      the
      Borrower or any Subsidiary is or will be named as a party with respect to the
      Properties or the Business, nor are there any consent decrees or other decrees,
      consent orders, administrative orders or other orders, or other administrative
      or judicial requirements outstanding under any Environmental Law with respect
      to
      the Properties or the Business;

     

    (e)  there
      has
      been no release or threat of release of Materials of Environmental Concern
      at or
      from the Properties, or arising from or related to the operations of Holdings,
      the Borrower or any Subsidiary in connection with the Properties or otherwise
      in
      connection with the Business, in violation of or in amounts or in a manner
      that
      could give rise to liability under Environmental Laws; 

     

    (f)  the
      Properties and all operations at the Properties are in compliance, and have
      in
      the last five years been in compliance, with all applicable Environmental Laws,
      and there is no contamination at, under or about the Properties or violation
      of
      any Environmental Law with respect to the Properties or the Business;
      and

     

    (g)  neither
      Holdings, the Borrower nor any of its respective Subsidiaries has assumed any
      liability of any other Person under Environmental Laws.

     

    4.18.  Certain
      Cable Television Matters.
      Except
      as, in the aggregate, could not reasonably be expected to result in a Material
      Adverse Effect:

     

    (a)  (i)
      Holdings, the Borrower and its Subsidiaries possess all Authorizations necessary
      to own, operate and construct the CATV Systems or otherwise for the operations
      of their businesses and are not in violation thereof and (ii) all such
      Authorizations are in full force and effect and no event has occurred that
      permits, or after notice or lapse of time could permit, the revocation,
      termination or material and adverse modification of any such Authorization;
      

     

    (b)  neither
      Holdings, the Borrower nor any of its Subsidiaries is in violation of any duty
      or obligation required by the Communications Act of 1934, as amended, or any
      FCC
      rule or regulation applicable to the operation of any portion of any of the
      CATV
      Systems; 

     

    (c)  (i)
      there
      is not pending or, to the best knowledge of Holdings
      or the Borrower, threatened, any action by the FCC to revoke, cancel, suspend
      or
      refuse to renew any FCC License held by Holdings,
      the Borrower or any of its Subsidiaries and (ii) there is not pending or, to
      the
      best knowledge of the
      Borrower, threatened, any action by the FCC to modify adversely, revoke, cancel,
      suspend or refuse to renew any other Authorization; and

     

    (d)  there
      is
      not issued or outstanding or, to the best knowledge of Holdings
      and the Borrower, threatened, any notice of any hearing, violation or complaint
      against Holdings,
      the Borrower or any of its Subsidiaries with respect to the operation of any
      portion of the CATV Systems and
      neither Holdings nor the Borrower has any knowledge that any Person intends
      to
      contest renewal of any Authorization.

     

    4.19.  Accuracy
      of Information, Etc.
      No
      statement or information (other than projections and pro forma
      financial information) contained in this Agreement, any other Loan Document,
      

     

    
      
        
        

      

      
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      the
        Confidential Information Memorandum or any other document, certificate or
        statement furnished by or on behalf of any Loan Party to the Agents or the
        Lenders, or any of them, for use in connection with the transactions
        contemplated by this Agreement or the other Loan Documents, as supplemented
        and
        updated from time to time (including through the filing of reports with the
        SEC)
        prior to the date this representation and warranty is made or deemed made
        and
        when taken as a whole with other such statements and information, contains
        any
        untrue statement of a material fact or omits to state a material fact necessary
        to make the statements contained herein or therein not misleading. The
        projections and pro forma
        financial information contained in the materials referenced above are based
        upon
        good faith estimates and assumptions believed by management of the Borrower
        to
        be reasonable at the time made, it being recognized by the Lenders that such
        financial information as it relates to future events is not to be viewed
        as fact
        and that actual results during the period or periods covered by such financial
        information may differ from the projected results set forth therein by a
        material amount. There is no fact known to any Loan Party (other than
        information of a general economic or political nature) that could reasonably
        be
        expected to have a Material Adverse Effect that has not been expressly disclosed
        herein, in the other Loan Documents, in the Confidential Information Memorandum,
        in reports filed with the SEC or in any other documents, certificates and
        statements furnished to the Agents and the Lenders for use in connection
        with
        the transactions contemplated hereby and by the other Loan
        Documents.

    

     

    4.20.  Security
      Interests.
      (a) The
      Guarantee and Collateral Agreement is effective to create or continue, as
      applicable, in favor of the Administrative Agent, for the benefit of the Secured
      Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid
      and enforceable security interest in the Collateral described therein and
      proceeds thereof. In the case of certificated Pledged Stock (constituting
      securities within the meaning of Section 8-102(a)(15) of the New York UCC)
      described in the Guarantee and Collateral Agreement, when certificates
      representing such Pledged Stock are delivered to the Administrative Agent,
      and
      in the case of the other Collateral described in the Guarantee and Collateral
      Agreement, when financing statements in appropriate form are filed in the
      offices specified on Schedule 4.20(a), the Guarantee and Collateral
      Agreement shall constitute a fully perfected Lien on, and security interest
      in,
      all right, title and interest of the parties thereto in such Collateral and
      the
      proceeds thereof, as security for the Obligations (as defined in the Guarantee
      and Collateral Agreement), in each case prior and superior in right to any
      other
      Person, other than with respect to Liens not prohibited by Section 7.3.


     

    (b)
      None
      of the Equity Interests of the Borrower and its Subsidiaries which are limited
      liability companies or partnerships constitutes a security under Section 8-103
      of the New York UCC or the corresponding code or statute of any other applicable
      jurisdiction.

     

    4.21.  Solvency.
      The
      Borrower and its Subsidiaries, taken as a whole, are, and after giving effect
      to
      the financing transactions referred to herein will be and will continue to
      be,
      Solvent.

     

    4.22.  Certain
      Tax Matters.
      As of
      the Restatement Effective Date, each of Holdings, the Borrower and each of
      its
      Subsidiaries (other than any such Subsidiary that is organized as a corporation)
      is a Flow-Through Entity.

     

    SECTION
      5.    CONDITIONS
      PRECEDENT

     

    5.1.  Conditions
      to Restatement Effective Date.
      The
      effectiveness of this Agreement is subject to the satisfaction of the following
      conditions precedent:

     

    (a)
      Lender
      Addenda.
      The
      Administrative Agent shall have received executed
      Addenda
      from the requisite Lenders
      necessary to authorize the Administrative Agent to enter into this Agreement
      on
      behalf of the Lenders.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (b)  Credit
      Agreement; Guarantee and Collateral Agreement.
      This
      Agreement shall have been executed and delivered by the Agents, Holdings and
      the
      Borrower. The Guarantee and Collateral Agreement shall have been executed and
      delivered by Holdings, the Borrower and the Subsidiary Guarantors.

     

    (c)  Payment
      of Fees, Expenses, Etc.
      The
      Borrower shall have paid all fees and expenses (i) required to be paid herein
      for which invoices have been presented or (ii) as otherwise agreed to be paid
      on
      the Restatement Effective Date.

     

    (d)  Solvency
      Certificate.
      The
      Administrative Agent shall have received a solvency certificate of the Borrower
      dated the Restatement Effective Date, reasonably satisfactory to the
      Administrative Agent.

     

    (e)  Legal
      Opinions.
      On
      the
      Restatement Effective Date, the Administrative Agent shall have received the
      legal opinion of Gibson, Dunn & Crutcher LLP, counsel to Holdings and the
      Borrower, which opinion shall be in form and substance reasonably satisfactory
      to the Administrative Agent.

     

    (f)  Filings.
      To the
      extent not already filed, Uniform Commercial Code financing
      statements required by the Guarantee and Collateral Agreement to be filed
      in order to perfect in favor of the Administrative Agent, for the benefit of
      the
      Lenders, a Lien on the Collateral described therein, prior and superior in
      right
      to any other Person (other than with respect to Liens not prohibited by Section
      7.3 (other than pursuant to Section 7.3(o)), shall be in proper form for
      filing.

     

    (g)   Pledged
      Stock; Stock Powers; Pledged Notes.
      To the
      extent not already delivered, the Administrative Agent shall have received
      (i) the certificates representing the Equity Interests (constituting
      securities within the meaning of Section 8-102(a)(15) of the New York UCC)
      pledged pursuant to the Guarantee and Collateral Agreement, together with an
      undated power or assignment for each such certificate executed in blank by
      a
      duly authorized officer of the pledgor thereof, and (ii) each promissory
      note (if any) pledged pursuant to the Guarantee and Collateral Agreement
      endorsed (without recourse) in blank (or accompanied by an executed transfer
      form in blank) by the pledgor thereof.

     

    (h)  Closing
      Certificate; Certified Certificate of Incorporation; Good Standing
      Certificates.
      The
      Administrative Agent shall have received (i) a certificate of each Loan
      Party, dated the Restatement Effective Date, substantially in the form of
      Exhibit C, with appropriate insertions and attachments and (ii) a good
      standing certificate for each Loan Party from its jurisdiction of
      organization.

     

    5.2.  Conditions
      to Each Extension of Credit.
      The
      agreement of each Lender to make any extension of credit requested to be made
      by
      it on any date (including its initial extension of credit) is subject to the
      satisfaction of the following conditions precedent:

     

    (a)  Representations
      and Warranties.
      Each of
      the representations and warranties made by any Loan Party in or pursuant to
      the
      Loan Documents shall be true and correct in all material respects on and as
      of
      such date as if made on and as of such date (except for any representation
      and
      warranty that is made as of a specified earlier date, in which case such
      representation and warranty shall have been true and correct in all material
      respects as of such earlier date). 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (b)  No
      Default.
      No
      Default or Event of Default shall have occurred and be continuing on such date
      or after giving effect to the extensions of credit requested to be made on
      such
      date. 

     

    Each
      borrowing by and issuance of a Letter of Credit on behalf of the Borrower
      hereunder shall constitute a representation and warranty by the Borrower as of
      the date of such extension of credit that the conditions contained in this
      Section 5.2 have been satisfied.

     

    SECTION
      6.    AFFIRMATIVE
      COVENANTS

     

    Holdings
      and the Borrower hereby agree that, so long as the Commitments remain in effect,
      any Letter of Credit remains outstanding or any Loan or other amount is owing
      to
      any Lender or any Agent hereunder, each of Holdings and the Borrower shall,
      and shall cause each Subsidiary of the Borrower to:

     

    6.1.  Financial
      Statements.
      Furnish
      to the Lenders through the Administrative Agent (including by means of
      IntraLinks or any similar posting):

     

    (a)  as
      soon
      as available, but in any event within 90 days after the end of each fiscal
      year
      of the Borrower, a copy of the audited consolidated balance sheet of the
      Borrower and its consolidated Subsidiaries as at the end of such year and the
      related audited consolidated statements of income and of cash flows for such
      year, setting forth in each case in comparative form the figures for the
      previous year, reported on without a “going concern” or like qualification or
      exception, or qualification arising out of the scope of the audit, by KPMG
      or
      other independent certified public accountants of nationally recognized
      standing; and

     

    (b)  as
      soon
      as available, but in any event not later than 45 days after the end of each
      of
      the first three quarterly periods of each fiscal year of the Borrower, the
      unaudited consolidated balance sheets of the Borrower and its consolidated
      Subsidiaries as at the end of such quarter and the related unaudited
      consolidated statements of income and of cash flows for such quarter and the
      portion of the fiscal year through the end of such quarter, setting forth in
      each case in comparative form the figures for the previous year, certified
      by a
      Responsible Officer as being fairly stated in all material respects (subject
      to
      normal year-end audit adjustments and the absence of footnotes).

     

    All
      such
      financial statements shall be complete and correct in all material respects
      and
      shall be prepared in reasonable detail and in accordance with GAAP applied
      consistently throughout the periods reflected therein and with prior periods
      (i)
      except as approved by such accountants or officer, as the case may be, and
      disclosed therein, and (ii) except that the consolidated statements of the
      Borrower and its consolidated Subsidiaries described above will not include
      the
      balance sheet and financial results of the Non-Recourse
      Subsidiaries.

     

    6.2.  Certificates;
      Other Information.
      Furnish
      to the Lenders through the Administrative Agent (including by means of
      IntraLinks or any similar posting) (or, in the case of clause (d) below, to
      the
      relevant Lender):

     

    (a)  concurrently
      with the delivery of the financial statements referred to in Section 6.1(a),
      a
      certificate of the independent certified public accountants reporting on such
      financial statements stating that in making the examination necessary therefor
      no knowledge was obtained of any Default or Event of Default under Section
      7.1,
      except as specified in such certificate;

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (b)  concurrently
      with the delivery of any financial statements pursuant to Section 6.1, (i)
      a
      certificate of a Responsible Officer stating that, to the best of each such
      Responsible Officer’s knowledge, each Loan Party during such period has observed
      or performed all of its covenants and other agreements, and satisfied every
      condition, contained in this Agreement and the other Loan Documents to which
      it
      is a party to be observed, performed or satisfied by it, and that such
      Responsible Officer has obtained no knowledge of any Default or Event of Default
      except as specified in such certificate and (ii) a Compliance Certificate
      containing all information and calculations necessary for determining compliance
      by Holdings, the Borrower and its Subsidiaries with the provisions of this
      Agreement referred to therein as of the last day of the fiscal quarter or fiscal
      year of the Borrower, as the case may be;

     

    (c)  as
      soon
      as available, and in any event no later than 60 days after the end of each
      fiscal year of the Borrower, a budget for the following fiscal year (which
      shall
      include projected Consolidated Operating Cash Flow and budgeted capital
      expenditures), and, as soon as available, material revisions, if any, of such
      budget with respect to such fiscal year (collectively, the “Budget”),
      which
      Budget shall in each case be accompanied by a certificate of a Responsible
      Officer stating that such Budget is based upon good faith estimates and
      assumptions believed by such Responsible Officer to be reasonable at the time
      made, it being recognized by the Lenders that any financial information
      contained therein as it relates to future events is not to be viewed as fact
      and
      that actual results during the period or periods covered by such financial
      information may differ from the projected results set forth therein by a
      material amount; and

     

    (d)  promptly,
      such additional financial and other information as any Lender may from time
      to
      time reasonably request.

     

    6.3.  Payment
      of Obligations.
      Pay,
      discharge or otherwise satisfy at or before maturity or before they become
      delinquent, as the case may be, all its obligations of whatever nature, except
      where failure to do so could not reasonably be expected to have a Material
      Adverse Effect or where the amount or validity thereof is currently being
      contested in good faith by appropriate proceedings and reserves in conformity
      with GAAP with respect thereto have been provided on the books of Holdings,
      the
      Borrower or its Subsidiaries, as the case may be.

     

    6.4.  Maintenance
      of Existence; Compliance.
      (a) (i)
      Other than with respect to Shell Subsidiaries, preserve, renew and keep in
      full
      force and effect its existence and (ii) take all reasonable action to maintain
      all rights, privileges and franchises necessary or desirable in the normal
      conduct of its business, except, in each case, as otherwise permitted by Section
      7.4 and except, in the case of clause (ii) above, to the extent that failure
      to
      do so could not reasonably be expected to have a Material Adverse Effect; and
      (b) comply with all Contractual Obligations and Requirements of Law except
      to
      the extent that failure to comply therewith could not, in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

     

    6.5.  Maintenance
      of Property; Insurance.
      (a)
      Except as in the aggregate could not reasonably be expected to have a Material
      Adverse Effect, keep all property useful and necessary in its business in good
      working order and condition, ordinary wear and tear excepted, and
      (b) maintain with financially sound and reputable insurance companies
      insurance on all its material property in at least such amounts and against
      at
      least such risks (but including in any event public liability, product liability
      and business interruption) as are usually insured against in the same general
      geographic area by companies engaged in the same or a similar
      business.

     

    
      
        
        

      

      
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    6.6.  Inspection
      of Property; Books and Records; Discussions.
      (a)
      Keep
      proper books of records and account in which full, true and correct entries
      in
      conformity with GAAP and all Requirements of Law shall be made of all material
      dealings and transactions in relation to its business and activities and (b)
      permit representatives of
      any
      Lender, coordinated through the Administrative Agent, to visit and inspect
      any
      of its properties and examine and make abstracts from any of its books and
      records at any reasonable time and as often as may reasonably be desired and
      to
      discuss the business, operations, properties and financial and other condition
      of Holdings, the Borrower and its Subsidiaries with officers and employees
      of
      Holdings, the Borrower and its Subsidiaries and with its independent certified
      public accountants.

     

    6.7.  Notices.
      Promptly give notice to the Lenders through the Administrative Agent (including
      by means of IntraLinks or any similar posting) of:

     

    (a)  the
      occurrence of any Default or Event of Default;

     

    (b)  any
      (i)
      default or event of default under any Contractual Obligation of Holdings, the
      Borrower or any of its Subsidiaries or (ii) litigation, investigation or
      proceeding that may exist at any time between Holdings, the Borrower or any
      of
      its Subsidiaries and any Governmental Authority, that, in either case, could
      reasonably be expected to have a Material Adverse Effect;

     

    (c)  any
      litigation or proceeding commenced against Holdings, the Borrower or any of
      its
      Subsidiaries which could reasonably be expected to result in a liability of
      $50,000,000 or more to the extent not covered by insurance or which could
      reasonably be expected to have a Material Adverse Effect;

     

    (d)  the
      following events: (i) the occurrence of any Reportable Event with respect to
      any
      Plan, a failure to make any required contribution to a Plan, the creation of
      any
      Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
      Reorganization or Insolvency of, any Multiemployer Plan, (ii) the institution
      of
      proceedings or the taking of any other action by the PBGC or any Loan Party
      or
      any Commonly Controlled Entity or any Multiemployer Plan with respect to the
      withdrawal from, or the termination, Reorganization or Insolvency of, any Plan
      or (iii) within five Business Days after the receipt thereof by any Loan Party
      or any Commonly Controlled Entity, a copy of any notice from the PBGC stating
      its intention to terminate a Plan or to have a trustee appointed to administer
      any Plan;

     

    (e)  any
      determination by the Borrower to treat the Loans and/or Letters of Credit as
      being a “reportable transaction” (within the meaning of Treasury Regulation
      Section 1.6011-4), and promptly thereafter, the Borrower shall deliver a duly
      completed copy of IRS Form 8886 or any successor form to the Administrative
      Agent; and

     

    (f)  any
      other
      development or event that has had or could reasonably be expected to have a
      Material Adverse Effect.

     

    Each
      notice pursuant to this Section 6.7 shall be accompanied by a statement of
      a
      Responsible Officer setting forth details of the occurrence referred to therein
      and stating what action Holdings, the Borrower or the relevant Subsidiary
      proposes to take with respect thereto.

     

    6.8.  Environmental
      Laws.
      (a)
      Except as, in the aggregate, could not reasonably be expected to result in
      a
      Material Adverse Effect, comply with, and ensure compliance by all tenants
      and
      subtenants, if any, with, all applicable Environmental Laws, and obtain and
      comply with and maintain, 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

       

      and
        ensure that all tenants and subtenants obtain and comply with and maintain,
        any
        and all licenses, approvals, notifications, registrations or permits required
        by
        applicable Environmental Laws.

    

     

    (b)
      Except as, in the aggregate, could not reasonably be expected to result in
      a
      Material Adverse Effect, conduct and complete all investigations, studies,
      sampling and testing, and all remedial, removal and other actions required
      under
      Environmental Laws and promptly comply with all lawful orders and directives
      of
      all Governmental Authorities regarding Environmental Laws.

     

    6.9.  Additional
      Collateral.
      With
      respect to any new Subsidiary (other than any type of Subsidiary referred to
      in
      clause (x) or (y) below so long as it qualifies as such or is subject to the
      restrictions referred to therein) created or acquired by the Borrower or any
      of
      its Subsidiaries (which shall be deemed to have occurred in the event that
      (x)
      any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary,
      Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such,
      or
      (y) any Subsidiary previously prohibited from, or unable to become, a Subsidiary
      Guarantor pursuant to Qualified Credit Support Limitations contained in the
      CCH
      Senior Note Indenture or any Qualified Indebtedness of any Qualified Parent
      Company that is a member of the CCI Group shall be permitted or able to become
      a
      Subsidiary Guarantor or such Indebtedness shall no longer be outstanding, it
      being understood that such Subsidiaries will not be required to become
      Subsidiary Guarantors until such time), promptly (a) execute and deliver to
      the
      Administrative Agent such amendments to the Guarantee and Collateral Agreement
      as the Administrative Agent deems necessary or advisable to grant to the
      Administrative Agent, for the benefit of the Lenders, or the Borrower, as the
      case may be, a perfected first priority security interest, subject to Liens
      not
      prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary
      and all other property of the type that would constitute Collateral of such
      new
      Subsidiary (including Intercompany Obligations) that are held by Holdings,
      the
      Borrower or any of its Subsidiaries, limited in the case of the Equity Interests
      of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests
      of
      such Foreign Subsidiary, and (ii) any Collateral with respect to such new
      Subsidiary as described in the Guarantee and Collateral Agreement, (b) deliver
      to the Administrative Agent the certificates, if any, representing such Equity
      Interests (constituting securities within the meaning of Section 8-102(a)(15)
      of
      the New York UCC), and any intercompany notes or other instruments evidencing
      Intercompany Obligations and all other rights and interests constituting
      Collateral, together with, as applicable, undated powers, instruments of
      transfer and endorsements, in blank, executed and delivered by a duly authorized
      officer of Holdings, the Borrower or such Subsidiary, as the case may be, and
      (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary
      (i) to deliver an Assumption Agreement with respect to the Guarantee and
      Collateral Agreement and (ii) to take such actions necessary or advisable to
      grant to the Administrative Agent for the benefit of the Lenders a perfected
      first priority security interest, subject to Liens not prohibited by Section
      7.3, in the Collateral described in the Guarantee and Collateral Agreement
      with
      respect to such new Subsidiary, including the filing of Uniform Commercial
      Code
      financing statements in such jurisdictions as may be required by the Guarantee
      and Collateral Agreement or by law or as may be requested by the Administrative
      Agent.

     

    6.10.  Regulated
      Subsidiaries.
      With
      respect to each Regulated Subsidiary, (a) take reasonable steps to obtain the
      consents required from any Governmental Authority to enable such Regulated
      Subsidiary (unless it is a Shell Subsidiary) to become a Loan Party and to
      enable the Loan Parties to pledge as Collateral all of the Equity Interests
      of
      such Regulated Subsidiary owned by them and (b) cause such Regulated Subsidiary
      to comply with the proviso contained in the definition thereof.

     

    SECTION
      7.    NEGATIVE
      COVENANTS

     

    Holdings
      and the Borrower agree that, so long as the Commitments remain in effect, any
      Letter of Credit remains outstanding or any Loan or other amount is owing to
      any
      Lender or any Agent 

     

    
      
        
        

      

      
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      hereunder,
        Holdings (solely with respect to Sections 7.2, 7.3, 7.4, 7.12, 7.14 and 7.15)
        and the Borrower shall not, and shall not permit any Subsidiary of the Borrower
        to, directly or indirectly:

    

     

    7.1.  Financial
      Condition Covenants.

     

    (a)  Consolidated
      Leverage Ratio.
      Permit
      the Consolidated Leverage Ratio determined as of the last day of any fiscal
      quarter of the Borrower to exceed 5.0 to 1.0.

     

    (b)  Consolidated
      First Lien Leverage Ratio.
      Permit
      the Consolidated First Lien Leverage Ratio determined as of the last day of
      any
      fiscal quarter of the Borrower to exceed 4.0 to 1.0.

     

    7.2.  Indebtedness.
      Create,
      issue, incur, assume, become liable in respect of or suffer to exist any
      Indebtedness, except:

     

    (a)  Indebtedness
      of any Loan Party pursuant to any Loan Document;

     

    (b)  (i)
      Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned
      Subsidiary Guarantor to the Borrower or any other Subsidiary; (ii) Indebtedness
      of any
      Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other
      Subsidiary of the Borrower that is not a Subsidiary Guarantor;
      and
      (iii) Indebtedness incurred by any Subsidiary resulting from Investments made
      pursuant to Section 7.7(h) in the form of intercompany loans;

     

    (c)  (i)
      Guarantee
      Obligations incurred in the ordinary course of business by the Borrower or
      any
      of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor
      or,
      if such Subsidiary is a Guarantor, obligations of the Borrower and (ii)
      Guarantee Obligations incurred in the ordinary course of business by any
      Subsidiary of the Borrower that is not a Subsidiary Guarantor of obligations
      of
      any other Subsidiary of the Borrower that is not a Subsidiary
      Guarantor;

     

    (d)  Indebtedness
      of the Borrower and its Subsidiaries (including, without limitation, Capital
      Lease Obligations) secured by Liens permitted by Section 7.3(f)(i) in an
      aggregate principal amount not to exceed $400,000,000 at any one time
      outstanding;

     

    (e)  Indebtedness
      of Holdings, the Borrower and Charter Communications Operating Capital Corp.
      (and Guarantee Obligations of any Guarantor in respect thereof) so long as
      (i)
      at the time of the incurrence or issuance of such Indebtedness, no Default
      or
      Event of Default shall have occurred and be continuing or would result
      therefrom, (ii) such Indebtedness shall have no scheduled amortization prior
      to
      the date that is six months after the final maturity of the Term Loans
      outstanding on the date such Indebtedness is incurred and (iii) the covenants
      and default provisions applicable to such Indebtedness shall be no more
      restrictive in any material respect than those contained in (i) in the case
      of
      Indebtedness of Holdings, the Holdings Senior Note Indenture or the Holdings
      Credit Agreement, or (ii) in the case of Indebtedness of the Borrower or Charter
      Communications Operating Capital Corp., the CCO Senior Note
      Indenture;

     

    (f)  Indebtedness
      of any Person that becomes a Subsidiary pursuant to an Investment permitted
      by
      Section 7.7, so long as (i) at the time of the incurrence or issuance of such
      Indebtedness, no Default or Event of Default shall have occurred and be
      continuing or would result therefrom, (ii) such Indebtedness existed at the
      time
      of such Investment and was not created in anticipation thereof, (iii) the
      Borrower shall use its reasonable best efforts to cause such Indebtedness to
      be
      repaid no later than 120 days after the date of such Investment, (iv) a


     

    
      
        
        

      

      
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      certificate
        of a Responsible Officer of the Borrower stating whether or not such
        Indebtedness subjects such new Subsidiary to any restriction of the type
        described in Section 7.13 (disregarding any exceptions contained in Section
        7.13) and setting forth the nature and extent of such restriction shall have
        been delivered to the Administrative Agent and (v) the aggregate outstanding
        principal amount of Indebtedness incurred pursuant to this paragraph shall
        not
        exceed $400,000,000; 

    

     

    (g)  Indebtedness
      of the Borrower or any of its Subsidiaries arising from the honoring by a bank
      or other financial institution of a check, draft or similar instrument drawn
      by
      the Borrower or such Subsidiary in the ordinary course of business against
      insufficient funds, so long as such Indebtedness is promptly
      repaid;

     

    (h)  letters
      of credit for the account of the Borrower or any of its Subsidiaries obtained
      other than pursuant to this Agreement, so long as the aggregate undrawn face
      amount thereof, together with any unreimbursed reimbursement obligations in
      respect thereof, does not exceed $75,000,000 at any one time; 

     

    (i)  unsecured
      Indebtedness of Holdings;

     

    (j)  Indebtedness
      incurred pursuant to the LaGrange Documents or any other sale and leaseback
      transaction permitted by Section 7.10; 

     

    (k)  Indebtedness
      of the Borrower and Charter Communications Operating Capital Corp. under the
      CCO
      Senior Notes and Guarantee Obligations of any Guarantor in respect
      thereof;

     

    (l)  
      additional Indebtedness of the Borrower or any of its Subsidiaries in an
      aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed
      $150,000,000 at any one time outstanding; and

     

    (m)  Indebtedness
      of Holdings under the Holdings Credit Agreement (it being understood that there
      is no limitation on the aggregate principal amount at any one time outstanding
      in respect thereof).

     

    7.3.  Liens.
      Create,
      incur, assume or suffer to exist any Lien upon any of its property, whether
      now
      owned or hereafter acquired, except:

     

    (a)  Liens
      for
      taxes, assessments and other governmental charges not yet due or that are being
      contested in good faith by appropriate proceedings, provided
      that
      adequate reserves with respect thereto are maintained on the books of Holdings,
      the Borrower or its Subsidiaries, as the case may be, in conformity with
      GAAP;

     

    (b)  carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
      arising in the ordinary course of business that are not overdue for a period
      of
      more than 30 days or that are being contested in good faith by appropriate
      proceedings;

     

    (c)  pledges
      or deposits in connection with workers’ compensation, unemployment insurance and
      other social security legislation;

     

    (d)  deposits
      made to secure the performance of bids, tenders, trade contracts, leases,
      statutory or regulatory obligations, surety and appeal bonds, bankers
      acceptances, government 

     

    
      
        
        

      

      
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      contracts,
        performance bonds and other obligations of a like nature incurred in the
        ordinary course of business, in each case excluding obligations for borrowed
        money;

    

     

    (e)  easements,
      rights-of-way, municipal and zoning ordinances, title defects, restrictions
      and
      other similar encumbrances incurred in the ordinary course of business that,
      in
      the aggregate, are not substantial in amount and that do not in any case
      materially detract from the value of the property subject thereto or materially
      interfere with the ordinary conduct of the business of Holdings, the Borrower
      or
      any of its Subsidiaries;

     

    (f)  Liens
      securing (i) Indebtedness of the Borrower or any of its Subsidiaries incurred
      pursuant to Section 7.2(d) to finance the acquisition of fixed or capital
      assets, provided
      that (A)
      such Liens shall be created substantially simultaneously with the acquisition
      of
      such fixed or capital assets, (B) such Liens do not at any time encumber any
      property other than the property financed by such Indebtedness and (C) the
      amount of Indebtedness secured thereby is not increased or (ii) Indebtedness
      of
      any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as
      such
      Liens do not at any time encumber any property other than the property of
      Excluded Acquired Subsidiaries;

     

    (g)  Liens
      on
      assets of the Borrower and any Guarantor, in each case constituting Collateral
      under the Guarantee and Collateral Agreement, securing Indebtedness of the
      Borrower or such Guarantor, as the case may be, incurred pursuant to Section
      7.2(k) or (m), subject to the Senior Note Intercreditor Agreement; 

     

    (h)  Liens
      created pursuant to the Guarantee and Collateral Agreement securing obligations
      of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge
      Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit
      issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender;
      

     

    (i)  any
      landlord’s Lien or other interest or title of a lessor under any lease or a
      licensor under a license entered into by the Borrower or any of its Subsidiaries
      in the ordinary course of its business and covering only the assets so leased
      or
      licensed;

     

    (j)  Liens
      created under Pole Agreements on cables and other property affixed to
      transmission poles or contained in underground conduits;

     

    (k)  Liens
      of
      or restrictions on the transfer of assets imposed by any Governmental Authority
      or other franchising authority, utilities or other regulatory bodies or any
      federal, state or local statute, regulation or ordinance, in each case arising
      in the ordinary course of business in connection with franchise agreements
      or
      Pole Agreements;

     

    (l)  Liens
      arising from judgments or decrees not constituting an Event of Default under
      Section 8(i);

     

    (m)  Liens
      arising under or in connection with the LaGrange Documents or any other sale
      and
      leaseback transaction permitted by Section 7.10;

     

    (n)  Liens
      consisting of cash collateral in an aggregate amount not exceeding $50,000,000
      at any time, securing Specified Hedge Agreements or letters of credit issued
      pursuant to Section 7.2(h);

     

    
      
        
        

      

      
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    (o)  second-priority
      Liens on assets constituting Collateral under the Guarantee and Collateral
      Agreement securing Indebtedness of the Borrower or any Guarantor incurred
      pursuant to Section 7.2(e), which Liens shall be on terms and conditions no
      less
      favorable to the interests of the Loan Parties and the Lenders in any material
      respect than those contained in the CCO Senior Note Indenture, and in any event
      subject to an intercreditor agreement on terms and conditions satisfactory
      to
      the Administrative Agent (it being agreed that the Senior Note Intercreditor
      Agreement as in effect on the Restatement Effective Date is
      satisfactory);

     

    (p)  Liens
      in
      favor of the Borrower created pursuant to the Silo Guarantee and Collateral
      Agreements as in effect on the Restatement Effective Date;

     

    (q)  third-priority
      Liens on Equity Interests of the Borrower securing Indebtedness of Holdings
      incurred pursuant to Section 7.2(e) or (m), which Liens shall be on terms and
      conditions no less favorable to the interests of the Loan Parties and the
      Lenders in any material respect than those contained in the Holdings Credit
      Agreement as in effect on the Restatement Effective Date, and in any event
      subject to an intercreditor agreement on terms and conditions satisfactory
      to
      the Administrative Agent (it being agreed that the Holdings Intercreditor
      Agreement as in effect on or shortly after the Restatement Effective Date is
      satisfactory); and

     

    (r)  Liens
      not
      otherwise permitted by this Section so long as neither (i) the aggregate
      outstanding principal amount of the obligations secured thereby nor (ii) the
      aggregate fair market value (determined as of the date such Lien is incurred)
      of
      the assets subject thereto exceeds $50,000,000 at any one time
      outstanding.

     

    7.4.  Fundamental
      Changes.
      Enter
      into any merger, consolidation or amalgamation, or liquidate, wind up or
      dissolve itself (or suffer any liquidation or dissolution), or Dispose of all
      or
      substantially all of its property or business, except that:

     

    (a)  (i)
      any
      Subsidiary of the Borrower may be merged or consolidated with or into any Wholly
      Owned Subsidiary Guarantor (provided
      that the
      Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity)
      and (ii) any Wholly Owned Subsidiary of the Borrower that is not a Subsidiary
      Guarantor may be merged or consolidated with or into any Wholly Owned Subsidiary
      of the Borrower; 

     

    (b)  any
      Subsidiary of the Borrower with no operations may be merged or consolidated
      with
      or into the Borrower (provided
      that the
      Borrower shall be the continuing or surviving entity);

     

    (c)  (i)
      any
      Subsidiary of the Borrower may Dispose of any or all of its assets (upon
      voluntary liquidation or otherwise) to any Wholly Owned Subsidiary Guarantor
      and
      (ii) any Subsidiary may dispose of any or all of its assets to any other Person
      to effect a Disposition permitted by Section 7.5(f);

     

    (d)  any
      Shell
      Subsidiary may be liquidated or dissolved or otherwise cease to exist;
      and

     

    (e)  so
      long
      as no Default or Event of Default has occurred or is continuing or would result
      therefrom, Holdings may be merged or consolidated with any Affiliate of the
      Charter Group (provided that either (i) Holdings is the continuing or surviving
      entity or (ii) if Holdings is not the continuing or surviving entity, such
      continuing or surviving entity assumes the obligations of Holdings under the
      Loan Documents to which it is a party pursuant to an 

     

    
      
        
        

      

      
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      instrument
        in form and substance reasonably satisfactory to the Administrative Agent
        and,
        in connection therewith, the Administrative Agent shall receive such legal
        opinions, certificates and other documents as they may reasonably
        request).

    

     

    7.5.  Disposition
      of Property.
      Dispose
      of any of its property, whether now owned or hereafter acquired, or, in the
      case
      of any Subsidiary, issue or sell any Equity Interests to any Person,
      except:

     

    (a)  the
      Disposition of obsolete, surplus or worn out property in the ordinary course
      of
      business;

     

    (b)  Dispositions
      of cash and Cash Equivalents, and the sale of inventory in the ordinary course
      of business;

     

    (c)  Dispositions
      expressly permitted by Section 7.4; 

     

    (d)  (i)
      the
      sale or issuance of any Subsidiary’s Equity Interests to the Borrower or any
      Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity
      Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor
      to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor;
      

     

    (e)  the
      sale
      or issuance of any Subsidiary’s Equity Interests to a Designated Holding
      Company; provided
      that (i)
      such Equity Interests are contributed as a capital contribution to the direct
      parent of such Subsidiary on the date of such sale or issuance (and, if such
      parent is a Wholly Owned Subsidiary such parent shall remain a Wholly Owned
      Subsidiary after such contribution) and (ii) no DHC Default shall have occurred
      and be continuing or would result therefrom;

     

    (f)  the
      Disposition (directly or indirectly through the Disposition of 100% of the
      Equity Interests of a Subsidiary) of operating assets by the Borrower or any
      of
      its Subsidiaries (it being understood that all Exchange Excess Amounts shall
      be
      deemed to constitute usage of availability in respect of Dispositions pursuant
      to this Section 7.5(f)), provided
      that (i)
      on the date of such Disposition (the “Disposition
      Date”;
      it
      being understood that, with respect to a series of related Dispositions required
      pursuant to a plan of Dispositions contained in a single agreement, the
      Disposition Date shall be the date of the first such Disposition), no Default
      or
      Event of Default shall have occurred and be continuing or would result
      therefrom; (ii) in any fiscal year, the Annualized Asset Cash Flow Amount
      attributable to the assets being disposed of, when added to the Annualized
      Asset
      Cash Flow Amount attributable to all other assets previously disposed of
      pursuant to this Section 7.5(f) in such fiscal year (but after the Restatement
      Effective Date), shall not exceed an amount equal to 25% of Annualized Operating
      Cash Flow for the last fiscal quarter of the immediately preceding fiscal year
      (calculated without regard to Section 1.2(e)); (iii) the Annualized Asset Cash
      Flow Amount attributable to the assets being disposed of, when added to the
      Annualized Asset Cash Flow Amount attributable to all other assets previously
      disposed of pursuant to this Section 7.5(f) during the period from the
      Restatement Effective Date to such Disposition Date, shall not exceed an amount
      equal to 50% of Annualized Pro Forma Operating Cash Flow determined as of such
      Disposition Date; (iv) except in the case of any Exchange, at least 75% of
      the
      proceeds of such Disposition shall be in the form of cash; and (v) the Net
      Cash
      Proceeds of such Disposition shall be applied to prepay the Term Loans to the
      extent required by Section 2.9(a); 

     

    
      
        
        

      

      
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    (g)  any
      Exchange by the Borrower and its Subsidiaries; provided
      that (i)
      on the relevant Exchange Date, no Default or Event of Default shall have
      occurred and be continuing or would result therefrom; (ii) in the event that
      the
      Annualized Asset Cash Flow Amount attributable to the assets being Exchanged
      exceeds the annualized asset cash flow amount (determined in a manner comparable
      to the manner in which Annualized Asset Cash Flow Amounts are determined
      hereunder) of the assets received in connection with such Exchange (such excess
      amount, an “Exchange
      Excess Amount”),
      then,
      the Disposition of such Exchange Excess Amount shall be permitted by clauses
      (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such
      Exchange, if any, shall be applied to prepay the Term Loans to the extent
      required by Section 2.9(a);

     

    (h)  Dispositions
      by the Borrower and its Subsidiaries of property acquired after the Restatement
      Effective Date (other than property acquired in connection with Exchanges of
      property owned on the Restatement Effective Date), so long as (i) no Default
      or
      Event of Default shall have occurred and be continuing or would result
      therefrom, (ii) a definitive agreement to consummate such Disposition is
      executed no later than twelve months after the date on which relevant property
      is acquired and (iii) such Disposition is consummated within eighteen months
      after the date on which the relevant property is acquired;

     

    (i)  Dispositions
      consisting of capital contributions permitted by Section 7.7(h);

     

    (j)  the
      Disposition by the Borrower and its Subsidiaries of other property having a
      fair
      market value not to exceed $10,000,000 in the aggregate for any fiscal year
      of
      the Borrower; and

     

    (k)  Dispositions
      of Investments permitted by Section 7.7(h); provided
      that (i)
      no Default or Event of Default shall have occurred and be continuing or would
      result therefrom and (ii) such Disposition is made for fair market
      value.

     

    It
      is
      understood that this Section 7.5 does not apply to the sale or issuance of
      the
      Equity Interests of the Borrower.

    


    7.6.  Restricted
      Payments.
      Declare
      or pay any dividend (other than dividends payable solely in common stock of
      the
      Person making such dividend) on, or make any payment on account of, or set
      apart
      assets for a sinking or other analogous fund for, the purchase, redemption,
      defeasance, retirement or other acquisition of, any Equity Interests of
      Holdings, the Borrower or any Subsidiary, whether now or hereafter outstanding,
      or make any other distribution in respect thereof, either directly or
      indirectly, whether in cash or property or in obligations of Holdings, the
      Borrower or any Subsidiary (collectively, “Restricted
      Payments”),
      except that:

     

    (a)  (i)
      any
      Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned
      Subsidiary Guarantor and (ii) any Subsidiary of the Borrower that is not a
      Subsidiary Guarantor may make Restricted Payments to any other Subsidiary of
      the
      Borrower;

     

    (b)  the
      Borrower may make distributions (directly or indirectly) to any Qualified Parent
      Company or any Affiliate of the Borrower for the purpose of enabling such Person
      to make interest payments in respect of its Qualified Indebtedness (other than
      interest that becomes due as a result of the acceleration of the maturity of
      such Indebtedness after an event of default or similar event), provided
      that (i)
      no Default or Event of Default shall have occurred and be continuing or would
      result therefrom, (ii) no DHC Default shall have occurred and be continuing
      or
      would result therefrom (unless the use of proceeds of such distribution


     

    
      
        
        

      

      
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      cures
        all
        such DHC Defaults) and (iii) each such distribution shall be made no earlier
        than 15 Business Days prior to the date the relevant interest payment is
        due
        (provided
        that
        this clause (iii) shall not apply to distributions in an aggregate amount
        not
        exceeding $50,000,000 (to be refreshed upon the making of any interest payment
        with such distributions in the amount of such interest payment) made directly
        or
        indirectly to CCHC or CCI for the purpose of enabling such Persons to make
        scheduled interest payments on their Indebtedness);

    

     

    (c)  the
      Borrower may make distributions to any Qualified Parent Company to be used
      to
      repay, repurchase, redeem, cancel or otherwise acquire or retire (collectively,
      “Debt
      Repayment”)
      any
      such Person’s Indebtedness for borrowed money; provided
      that (i)
      no Default or Event of Default shall have occurred and be continuing or would
      result therefrom, (ii) no DHC Default shall have occurred and be continuing
      or
      would result therefrom (unless the use of proceeds of such distribution cures
      all such DHC Defaults), (iii) Available Liquidity shall, after giving
pro forma
      effect
      to such distribution, be at least $250,000,000 and (iv) such distribution shall
      be made no earlier than 60 days prior to the date the relevant Debt Repayment
      is
      made;

     

    (d)  in
      respect of any calendar year or portion thereof during which the Borrower is
      a
      Flow-Through Entity, so long as no Default or Event of Default has occurred
      and
      is continuing or would result therefrom, and without duplication of Section
      7.7(k), the Borrower may make distributions (directly or indirectly) to the
      direct or indirect holders of the Equity Interests of the Borrower that are
      not
      Flow-Through Entities, in an amount sufficient to permit each such holder to
      pay
      the actual income taxes (including required estimated tax installments) that
      are
      required to be paid by it with respect to the combined taxable income of the
      Qualified Parent Companies, the Borrower, its Subsidiaries in any calendar
      year,
      as estimated by the Borrower in good faith;

     

    (e)  so
      long
      as no Default or Event of Default has occurred and is continuing or would result
      therefrom, the Borrower may make distributions to any of its Affiliates for
      purposes other than Debt Repayment; provided
      that the
      aggregate of all distributions made under this Section 7.6(e) shall not exceed
      $100,000,000 during the term of this Agreement;

     

    (f)  so
      long
      as no Default or Event of Default has occurred and is continuing or would result
      therefrom, the Borrower may make distributions to any Qualified Parent Company
      or direct payments to be used to repurchase, redeem or otherwise acquire or
      retire for value any Equity Interests of any Qualified Parent Company held
      by
      any member of management of Holdings or any other Qualified Parent Company,
      the
      Borrower or any of its Subsidiaries pursuant to any management equity
      subscription agreement, stock option agreement or similar agreement or
      arrangement, provided that the aggregate amount of such distributions shall
      not
      exceed $10,000,000 in any fiscal year of the Borrower;

     

    (g)  the
      Borrower may make distributions to any Qualified Parent Company to permit such
      Qualified Parent Company to pay (i) attorneys’ fees, investment banking fees,
      accountants’ fees, underwriting discounts and commissions and other customary
      fees and expenses (including any commitment and other fees payable in connection
      with credit facilities) actually incurred in connection with any issuance,
      sale
      or incurrence by such Qualified Parent Company of Equity Interests or
      Indebtedness or any exchange of securities or a tender for outstanding debt
      securities, (ii) the costs and expenses of any offer to exchange privately
      placed securities in respect of the foregoing for publicly registered securities
      or any similar concept having a comparable purpose, or (iii) other
      administrative expenses (including legal, accounting, other professional fees
      and costs, printing and other such fees and expenses) 

     

    
      
        
        

      

      
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      incurred
        in
        the ordinary course of business, in an aggregate amount in the case of this
        clause (iii) not to exceed $5,000,000 in any fiscal year; and

    

     

    (h)  so
      long
      as no Default or Event of Default has occurred and is continuing or would result
      therefrom, the Borrower may make Restricted Payments in the amount of any
      payment or amount received, directly or indirectly, by it from any Non-Recourse
      Subsidiary concurrently with the receipt of such payment or amount.

     

    7.7.  Investments.
      Make
      any advance, loan, extension of credit (by way of guaranty or otherwise) or
      capital contribution to, or purchase any Equity Interests, bonds, notes,
      debentures or other debt securities of, or any assets constituting a significant
      part of a business unit of, or make any other investment in, any Person (all
      of
      the foregoing, “Investments”),
      except:

     

    (a)  extensions
      of trade credit in the ordinary course of business;

     

    (b)  investments
      in Cash Equivalents;

     

    (c)  Guarantee
      Obligations permitted by Section 7.2;

     

    (d)  loans
      and
      advances to employees of the Borrower or any of its Subsidiaries in the ordinary
      course of business (including for travel, entertainment and relocation expenses)
      in an aggregate amount not to exceed $5,000,000 at any one time
      outstanding;

     

    (e)  Investments
      (including capital expenditures) (i) by the Borrower or any of its Subsidiaries
      in (x) the Borrower or any Subsidiary that, prior to such Investment, is a
      Wholly Owned Subsidiary Guarantor, or (y) any then existing Subsidiary that
      is
      not a Subsidiary Guarantor if such Subsidiary becomes a Wholly Owned Subsidiary
      Guarantor concurrently with the making of such Investment and (ii) by any
      Subsidiary of the Borrower that is not a Subsidiary Guarantor in any other
      Subsidiary of the Borrower that is not a Subsidiary Guarantor;

     

    (f)  acquisitions
      by the Borrower or any Wholly Owned Subsidiary Guarantor of operating assets
      (substantially all of which pertain to a Permitted Line of Business), directly
      through an asset acquisition or indirectly through the acquisition of 100%
      of
      the Equity Interests of a Person substantially engaged in a Permitted Line
      of
      Business, provided,
      that
      (i) no Default or Event of Default shall have occurred and be continuing or
      would result therefrom and (ii) at no time shall the aggregate Consideration
      paid during the period from the Restatement Effective Date through such time
      in
      connection with any such acquisitions of Equity Interests of Persons who,
      together with their Subsidiaries, are not Wholly Owned Subsidiary Guarantors
      at
      such time, exceed $750,000,000;

     

    (g)  the
      Borrower or any of its Subsidiaries may contribute operating assets to any
      Non-Recourse Subsidiary so long as (i) such Disposition is permitted pursuant
      to
      Section 7.5(f), (ii) no Default or Event of Default shall have occurred and
      be
      continuing or would result therefrom, (iii) after giving effect thereto, the
      Consolidated Leverage Ratio shall be equal to or lower than the Consolidated
      Leverage Ratio in effect immediately prior thereto and (iv) the Equity Interests
      received by the Borrower or any of its Subsidiaries in connection therewith
      shall be pledged as Collateral (either directly or through a holding company
      parent of such Non-Recourse Subsidiary so long as such parent is a Wholly Owned
      Subsidiary Guarantor); and

     

    
      
        
        

      

      
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    (h)  in
      addition to Investments otherwise expressly permitted by this Section,
      Investments by the Borrower or any of its Subsidiaries in an aggregate amount
      outstanding at any time (initially valued at cost and giving effect to all
      payments received in respect thereof whether constituting dividends, prepayment,
      interest, return on capital or principal or otherwise unless such payments
      are
      from a Non-Recourse Subsidiary and applied to make a Restricted Payment under
      Section 7.6(h) or an Investment under Section 7.7 (l) or 7.7(m)), not to exceed
      the sum of $300,000,000 plus
      the
      aggregate amount of cash and assets (valued at fair market value) contributed
      by
      any Designated Holding Company to the Borrower after April 27, 2004 in the
      form
      of common equity; provided,
      that
      (i) no such Investment may be made at any time when a Default or Event of
      Default has occurred and is continuing or would result therefrom, (ii) none
      of
      the proceeds of such Investment may be used directly or indirectly to repay,
      repurchase, redeem or otherwise acquire or retire for value Indebtedness of
      any
      Qualified Parent Company or otherwise in a manner that would be prohibited
      by
      Section 7.6 if the Borrower or any Subsidiary (directly or indirectly) used
      such
      proceeds in such manner and (iii) Available Liquidity, shall, after giving
      pro forma
      effect
      to such Investment, be at least $250,000,000;

     

    (i)  any
      Excluded Acquired Subsidiary may make investments in any other Excluded Acquired
      Subsidiary;

     

    (j)  the
      Borrower may purchase or otherwise acquire Indebtedness of a Qualified Parent
      Company in connection with any Debt Repayment so long as (i) such Debt Repayment
      is consummated within 60 days after such purchase, (ii) the amount expended
      to
      effectuate such purchase (or, in the case of a debt-for-debt exchange, the
      principal amount of the Indebtedness issued in exchange for such Qualified
      Parent Company Indebtedness) could, on the date such purchase is made (the
      “Test
      Date”),
      have
      been distributed to a Qualified Parent Company to effectuate a Debt Repayment
      pursuant to Section 7.6(c), and (iii) on the date such Debt Repayment is
      consummated, no Default or Event of Default shall have occurred and be
      continuing;

     

    (k)  in
      respect of any calendar year or portion thereof during which the Borrower or
      any
      of its Subsidiaries is a Flow-Through Entity, so long as no Default or Event
      of
      Default has occurred and is continuing or would result therefrom, and without
      duplication of Section 7.6(d), the Borrower and its Subsidiaries may make a
      loan
      or advance (directly or indirectly) to the direct or indirect holders of the
      Equity Interests of the Borrower or its Subsidiaries that are not Flow-Through
      Entities, in an amount sufficient to permit each such holder to pay the actual
      income taxes (including required estimated tax installments) that are required
      to be paid by it with respect to the taxable income of the Qualified Parent
      Companies, the Borrower or its Subsidiaries, as applicable, in any calendar
      year, as estimated by the Borrower in good faith;

     

    (l)  so
      long
      as no Default or Event of Default has occurred and is continuing or would result
      therefrom, the Borrower and its Subsidiaries may make Investments in any
      Non-Recourse Subsidiary with the proceeds of distributions from any Non-Recourse
      Subsidiary concurrently with the receipt of such proceeds; and

     

    (m)  the
      Borrower and its Subsidiaries may contribute operating assets to a Wholly Owned
      Subsidiary, provided
      that (i)
      no Default or Event of Default has occurred and is continuing or would result
      therefrom, (ii) a binding Contractual Obligation with a counterparty other
      than
      a member of the Charter Group to Dispose of such assets or Wholly Owned
      Subsidiary is in effect at the time of such contribution, (iii) such Disposition
      is consummated in accordance with Section 7.5(f) within five Business Days
      of
      such contribution or, if such 

     

    
      
        
        

      

      
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      Disposition
        is not so consummated, then within eight Business Days of such contribution
        such
        contribution is reversed or such Wholly Owned Subsidiary complies with Section
        6.9 and (iv) such Wholly Owned Subsidiary shall not make any Investments
        with
        such assets or the proceeds thereof, including pursuant to Section 7.7(e)(ii)
        or
        (iv).

    

     

    Notwithstanding
      anything to the contrary in this Agreement, in no event shall the sum of (i)
      the
      aggregate amount of letters of credit and surety arrangements (including
      unreimbursed reimbursement obligations in respect thereof) and security deposits
      posted by the Borrower or any of its Subsidiaries in connection with potential
      Investments (including pursuant to letters of intent) and (ii) the aggregate
      outstanding amount of L/C Obligations, exceed $350,000,000 at any one
      time.

     

    7.8.  Certain
      Payments and Modifications Relating to Indebtedness and Management
      Fees. 
      (a) Make or offer to make any payment, prepayment, repurchase, purchase or
      redemption in respect of, or otherwise optionally or voluntarily defease or
      segregate funds with respect to (collectively, “prepayment”), any Specified
      Long-Term Indebtedness, the CCO Senior Notes or, unless otherwise agreed by
      the
      Administrative Agent, Indebtedness under the CCVIII Credit Agreement, other
      than
      (i) the payment of scheduled interest payments required to be made in cash,
      (ii)
      the prepayment of Specified Subordinated Debt with the proceeds of other
      Specified Long-Term Indebtedness or of Loans or with cash on hand, (iii) the
      prepayment of any Specified Long-Term Indebtedness or the CCO Senior Notes
      with
      the proceeds of other Specified Long-Term Indebtedness, so long as such new
      Indebtedness has covenants and event of default provisions no more restrictive
      in any material respect than those applicable to the Indebtedness being
      refinanced, (iv) the prepayment of any Specified Long-Term Indebtedness or
      the
      CCO Senior Notes with the proceeds of capital contributions made to Holdings,
      and then contributed to the Borrower, in each case in the form of common equity,
      (v) the prepayment of any Specified Long-Term Indebtedness or the CCO Senior
      Notes effected solely by exchanging such debt for Indebtedness of a Qualified
      Parent Company, (vi) the prepayment of the CCO Senior Notes from the proceeds
      of
      Incremental Term Loans so long as (x) no Default or Event of Default has
      occurred and is continuing or would result therefrom and (y) Available Liquidity
      shall, after giving pro forma
      effect
      to such prepayment, be at least $250,000,000, and (vii) the prepayment of
      Indebtedness under the CCVIII Credit Agreement with the Net Cash Proceeds of
      assets Disposed of by, or any Recovery Event at, CC VIII Operating, LLC or
      any
      of its Subsidiaries. 

     

    (b)  Amend,
      modify, waive or otherwise change, or consent or agree to any amendment,
      modification, waiver or other change to any of the terms of any Specified
      Long-Term Indebtedness or the CCO Senior Note Indenture other than any such
      amendment, modification, waiver or other change that would extend the maturity
      or reduce the amount of any payment of principal thereof or reduce the rate
      or
      extend any date for payment of interest thereon or is immaterial to the
      interests of the Lenders or does not result in such Indebtedness failing to
      meet
      the relevant conditions of Section 7.2(e).

     

    (c)  Make
      or
      agree to make any payment in respect of management fees to any Person, directly
      or indirectly, other than (i) to the Borrower or a Wholly Owned Subsidiary
      Guarantor and
      (ii)
      any amounts required to be paid or reimbursed to the manager under the
      Management Fee Agreement with respect to actual costs, fees, expenses, and
      other
      similar amounts thereunder, without any mark-up or premium.

     

    (d)  Amend,
      modify, waive or otherwise change, or consent or agree to any amendment,
      modification, waiver or other change to, any of the terms of the Management
      Fee
      Agreement, other than any such amendment, modification, waiver or other change
      that (i) (x) would extend the due date or reduce (or increase to the amount
      permitted by Section 7.8(c)) the amount of any payment thereunder or (y) does
      not adversely affect the interests of the Lenders (it being understood that
      a
      change in the manager 

     

    
      
        
        

      

      
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      thereunder
        to another member of the Charter Group does not adversely affect the interests
        of the Lenders) and (ii) does not involve the payment of a consent
        fee.

    

     

    (e)  (i)
      Assign any of its rights or obligations, or any amounts owing to it, under
      the
      CCVIII Credit Agreement (other than pursuant to Liens permitted by Section
      7.3(g), (h) or (o)) or (ii) amend, modify, waive or otherwise change any of
      the
      terms thereof in a manner that could materially and adversely affect the
      interests of the Lenders, in each case without the prior written consent of
      the
      Administrative Agent.

     

    7.9.  Transactions
      with Affiliates.
      Enter
      into any transaction, including any purchase, sale, lease or exchange of
      property, the rendering of any service or the payment of any management,
      advisory or similar fees, with any Affiliate (other than transactions between
      or
      among Holdings, the Borrower or any Subsidiary Guarantor) unless such
      transaction is (a) not prohibited under this Agreement and (b) upon
      fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
      as the case may be, in any material respect than it would obtain in a comparable
      arm’s length transaction with a Person that is not an Affiliate. The foregoing
      restrictions shall not apply to transactions expressly permitted by Section
      7.6,
      Section 7.7(h) or Section 7.8(c) or amounts paid under the Management Fee
      Agreement.

     

    7.10.  Sales
      and Leasebacks.
      Enter
      into any arrangement (other than pursuant to the LaGrange Documents) with any
      Person (other than Subsidiaries of the Borrower) providing for the leasing
      by
      the Borrower or any Subsidiary of real or personal property that has been or
      is
      to be sold or transferred by the Borrower or such Subsidiary to such Person
      or
      to any other Person to whom funds have been or are to be advanced by such Person
      on the security of such property or rental obligations of the Borrower or such
      Subsidiary unless, after giving effect thereto, the aggregate outstanding amount
      of Attributable Debt does not exceed $175,000,000.

     

    7.11.  Changes
      in Fiscal Periods.
      Permit
      the fiscal year of the Borrower to end on a day other than December 31 or change
      the Borrower’s method of determining fiscal quarters.

     

    7.12.  Negative
      Pledge Clauses.
      Enter
      into or suffer to exist or become effective any agreement that prohibits or
      limits the ability of Holdings, the Borrower or any of its Subsidiaries to
      create, incur, assume or suffer to exist any Lien upon any of its property
      or
      revenues, whether now owned or hereafter acquired, to secure obligations under
      this Agreement or the other Loan Documents (regardless of amount) other than
      (a)
      this Agreement and the other Loan Documents, (b) any agreements governing any
      purchase money Liens or Capital Lease Obligations otherwise permitted hereby
      (in
      which case, any prohibition or limitation shall only be effective against the
      assets financed thereby), (c) pursuant to Contractual Obligations assumed in
      connection with Investments (but not created in contemplation thereof) so long
      as the maximum aggregate liabilities of Holdings, the Borrower and its
      Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d) any
      agreement governing Indebtedness of Holdings permitted hereby, or Indebtedness
      of a Qualified Parent Company, so long as such restrictions are no more onerous
      in any material respect than those contained in the CCH Senior Note Indenture
      as
      in effect on the Restatement Effective Date (other than restrictions based
      on
      satisfying a leverage ratio condition), (e) the prohibitions and limitations
      on
      the LaGrange Entities pursuant to the LaGrange Documents, (f) pursuant to
      agreements governing Indebtedness assumed in connection with the acquisition
      of
      any Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long
      as such Indebtedness is permitted under Section 7.2(f) or (l) and such
      Indebtedness was not created or incurred in contemplation of such acquisition
      and such restrictions apply only to such acquired Subsidiary and its
      Subsidiaries, (g) as contained in the Holdings Credit Documents as in effect
      on
      or shortly after the Restatement Effective Date or in any other agreement
      governing Indebtedness secured by Liens described in Section 7.3(q) so long
      as
      such restrictions are not more onerous in any material respect than those
      contained in the Holdings Credit Documents as in effect on or shortly after
      the
      Restatement Effective 

     

    
      
        
        

      

      
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      Date,
        (h)
        as contained in the CCO Senior Note Indenture as in effect on the Restatement
        Effective Date or in any other agreement governing Indebtedness secured by
        Liens
        described in Section 7.3(o) so long as such restrictions are no more onerous
        in
        any material respect than those contained in the CCO Senior Note Indenture
        and
        the related collateral and guarantee agreement as in effect on the Restatement
        Effective Date, (i) as contained in any QPC Indenture as in effect on the
        Restatement Effective Date, (j) customary provisions in leases and licenses
        entered into in the ordinary course of business or as required in any franchise
        permit, (k) customary restrictions in an agreement to Dispose of assets in
        a
        transaction permitted under Section 7.5 solely to the extent that such
        restriction applies solely to the assets to be so Disposed and (l) as contained
        in the Silo Credit Agreements or the Silo Guarantee and Collateral Agreements
        as
        in effect on the Restatement Effective Date.

    

     

    7.13.  Clauses
      Restricting Subsidiary Distributions.
      Enter
      into or suffer to exist or become effective any consensual encumbrance or
      restriction on the ability of any Subsidiary of the Borrower to (a) make
      Restricted Payments in respect of any Equity Interests of such Subsidiary held
      by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of
      the
      Borrower, (b) make loans or advances to, or other Investments in, the Borrower
      or any other Subsidiary of the Borrower or (c) transfer any of its assets to
      the
      Borrower or any other Subsidiary of the Borrower, except for such encumbrances
      or restrictions existing under or by reason of (i) any restrictions existing
      under the Loan Documents, (ii) any restrictions with respect to a Subsidiary
      imposed pursuant to an agreement that has been entered into in connection with
      the Disposition of all or substantially all of the Equity Interests or assets
      of
      such Subsidiary in a transaction otherwise permitted by this Agreement, (iii)
      any restrictions referred to in clauses (a), (b) and (c) above contained in
      the
      CCH Senior Note Indenture as in effect on the Restatement Effective Date or
      in
      any other agreement governing Indebtedness (including Indebtedness of a
      Qualified Parent Company) so long as such restrictions are no more onerous
      in
      any material respect than those contained in the CCH Senior Note Indenture
      as in
      effect on the Restatement Effective Date (other than restrictions based on
      satisfying a leverage ratio condition or equity proceeds and capital
      contributions baskets), (iv) the encumbrances and restrictions on the LaGrange
      Entities pursuant to the LaGrange Documents, (v) any restrictions contained
      in
      documents governing Indebtedness permitted under Section 7.2(e), 7.2(i) or
      7.2(l) so long as such restrictions are no more onerous in any material respect
      than those contained in the Loan Documents or the CCO Senior Note Indenture,
      (vi) any restrictions contained in agreements governing Indebtedness assumed
      in
      connection with the acquisition of any Person that becomes a Subsidiary pursuant
      to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section
      7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation
      of such acquisition and such restrictions apply only to such acquired Subsidiary
      and its Subsidiaries, (vii) restrictions contained in the Holdings Credit
      Documents as in effect on or shortly after the Restatement Effective Date or
      in
      any other agreement governing Indebtedness secured by Liens described in Section
      7.3(q) so long as such restrictions are no more onerous in any material respect
      than those contained in the Holdings Credit Documents as in effect on or shortly
      after the Restatement Effective Date, (viii) restrictions contained in the
      CCO
      Senior Note Indenture as in effect on the Restatement Effective Date or in
      any
      other agreement governing Indebtedness secured by Liens described in Section
      7.3(o) so long as such restrictions are no more onerous in any material respect
      than those contained in the CCO Senior Note Indenture as in effect on the
      Restatement Effective Date, (ix) restrictions contained in any QPC Indenture
      as
      in effect on the Restatement Effective Date, (x) restrictions contained in
      the
      organizational documents of CC VIII, LLC, and other documents governing the
      CCVIII Interest, (xi) customary restrictions in an agreement to Dispose of
      assets in a transaction permitted under Section 7.5 to the extent that such
      restriction applies solely to such assets, (xii) customary anti-assignment
      provisions in leases and licenses entered into in the ordinary course of
      business or as required in any franchise permit, (xiii) restrictions governing
      Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers
      of the assets financed with such Indebtedness, and (xiv) restrictions contained
      in the Silo Credit Agreements as in effect on the Restatement Effective
      Date.

     

    
      
        
        

      

      
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    7.14.  Lines
      of Business; Holding Company Status.
      (a)
      Enter into any business, either directly or through any Subsidiary, except
      for
      (i) those businesses in which the Borrower and its Subsidiaries are engaged
      on
      the Restatement Effective Date and (ii) businesses which are reasonably similar
      or related thereto or reasonable extensions thereof (collectively, “Permitted
      Lines of Business”).

     

    (b)  In
      the
      case of the Borrower, (i) conduct, transact or otherwise engage in, or commit
      to
      conduct, transact or otherwise engage in, any business or operations other
      than
      those incidental to its ownership of the Equity Interests of other Persons
      (including cash management and related investing activities) or (ii) own, lease,
      manage or otherwise operate any properties or assets other than (x) Equity
      Interests of other Persons (including cash management and related investing
      activities), (y) Intercompany Obligations and (z) temporary ownership of assets
      (pending contribution to a Subsidiary Guarantor) other than real estate,
      fixtures or franchise agreements; provided
      that,
      for the avoidance of doubt, this paragraph (b) shall not prohibit the Borrower
      from entering into Commercial Contracts.

     

    (c)  In
      the
      case of Holdings, (i) conduct, transact or otherwise engage in, commit to
      conduct, transact or otherwise engage in any business or operations other than
      those incidental to its ownership of the Equity Interests of the Borrower or
      of
      any other Person, (ii) own, lease, manage or otherwise operate any properties
      or
      assets other than Equity Interests of the Borrower, Intercompany Obligations,
      Indebtedness owing by any Person and the Equity Interests of any other Person,
      (iii) incur any obligations or liabilities other than obligations under the
      Loan
      Documents, Indebtedness permitted to be incurred by it under Section 7.2 and
      other customary obligations incidental to its existence and ownership and
      liabilities and obligations related to the purchase or ownership of Indebtedness
      that it is not prohibited from purchasing or owning pursuant to any Loan
      Document or (iv) use any proceeds or amounts received from the Borrower or
      any
      of its Subsidiaries for
      purposes of enabling it to effect any transaction prohibited under Section
      7.7(h)(ii).

     

    (d)  In
      the
      case of Charter Communications Operating Capital Corp., (i) conduct, transact
      or
      otherwise engage in, commit to conduct, transact or otherwise engage in any
      business or operations, (ii) own, lease, manage or otherwise operate any
      properties or assets or (iii) incur any obligations or liabilities other than
      obligations under the Loan Documents, Indebtedness under Section 7.2(e) or
      (k)
      and other customary obligations incidental to its existence.

     

    7.15.  Investments
      in the Borrower.
      In the
      case of Holdings, make any Investment in the Borrower other than in the form
      of
      a capital contribution, a loan so long as such loan is evidenced by a note
      and
      pledged to the Administrative Agent pursuant to the Guarantee and Collateral
      Agreement or a Guarantee Obligation in respect of any obligation of the
      Borrower.

     

    SECTION
      8.    EVENTS
      OF
      DEFAULT

     

    If
      any of
      the following events shall occur and be continuing:

     

    (a)  the
      Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation
      when due in accordance with the terms hereof; or the Borrower shall fail to
      pay
      any interest on any Loan or Reimbursement Obligation, or any other amount
      payable hereunder or under any other Loan Document, within five days after
      any
      such interest or other amount becomes due in accordance with the terms hereof;
      or

     

    (b)  any
      representation or warranty made or deemed made by any Loan Party herein or
      in
      any other Loan Document or that is contained in any certificate, document or
      financial or other statement furnished by it at any time under or in connection
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      such
        other Loan Document shall prove to have been inaccurate in any material respect
        on or as of the date made or deemed made; or

    

     

    (c)  any
      Loan
      Party shall default in the observance or performance of any agreement contained
      in clause (i) or (ii) of Section 6.4(a) (with respect to Holdings and the
      Borrower only), Section 6.7(a), Section 6.10 or Section 7 of this Agreement
      or
      Sections 6.4 and 6.5(b) of the Guarantee and Collateral Agreement;
      or

     

    (d)  
      any Loan
      Party shall default in the observance or performance of any other agreement
      contained in this Agreement or any other Loan Document (other than as provided
      in paragraphs (a) through (c) of this Section), and such default shall continue
      unremedied for a period of 30 days after notice to the Borrower from the
      Administrative Agent or the Required Lenders; or

     

    (e)  Holdings,
      the Borrower or any of its Subsidiaries shall (i) default in making any payment
      of any principal of any Indebtedness (including, without duplication, any
      Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on
      the
      scheduled or original due date with respect thereto or (ii) default in making
      any payment of any interest on any such Indebtedness beyond the period of grace,
      if any, provided in the instrument or agreement under which such Indebtedness
      was created; or (iii) default in the observance or performance of any other
      agreement or condition relating to any such Indebtedness or contained in any
      instrument or agreement evidencing, securing or relating thereto, or any other
      event shall occur or condition exist, the effect of which default or other
      event
      or condition is to cause, or to permit the holder or beneficiary of such
      Indebtedness (or a trustee or agent on behalf of such holder or beneficiary)
      to
      cause, with the giving of notice if required, such Indebtedness to become due
      prior to its stated maturity or (in the case of any such Indebtedness
      constituting a Guarantee Obligation) to become payable; provided,
      that, a
      default, event or condition described in clause (i), (ii) or (iii) of this
      paragraph (e) shall not at any time constitute an Event of Default unless,
      at
      such time, one or more defaults, events or conditions of the type described
      in
      clause (i), (ii) or (iii) of this paragraph (e) shall have occurred and be
      continuing with respect to such Indebtedness the outstanding aggregate principal
      amount of which exceeds $100,000,000; or

     

    (f)  any
      Designated Holding Company other than Holdings shall (i) default in making
      any
      payment of any principal of any Indebtedness (including, without duplication,
      any Guarantee Obligation in respect of Indebtedness) on the scheduled or
      original due date with respect thereto or (ii) default in making any payment
      of
      any interest on any such Indebtedness or default in the observance or
      performance of any other agreement or condition relating to any such
      Indebtedness or contained in any instrument or agreement evidencing, securing
      or
      relating thereto, or any other event shall occur or condition exist, if such
      default or other event or condition, in each case with respect to this clause
      (ii), results in the acceleration of such Indebtedness prior to its stated
      maturity or (in the case of any such Indebtedness constituting a Guarantee
      Obligation) causes such Indebtedness to become payable; provided,
      that a
      default, event or condition described in clause (i) or (ii) of this paragraph
      (f) shall not at any time constitute an Event of Default unless, at such time,
      one or more defaults, events or conditions of the type described in clause
      (i)
      or (ii) of this paragraph (f) shall have occurred and be continuing with respect
      to such Indebtedness the outstanding aggregate principal amount of which exceeds
      $200,000,000; or

     

    (g)  (i)
      any
      Designated Holding Company, the Borrower or any of its Subsidiaries shall
      commence any case, proceeding or other action (A) under any existing or future
      law of any jurisdiction, domestic or foreign, relating to bankruptcy,
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      debtors,
        seeking to have an order for relief entered with respect to it, or seeking
        to
        adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
        adjustment, winding-up, liquidation, dissolution, composition or other relief
        with respect to it or its debts, or (B) seeking appointment of a receiver,
        trustee, custodian, conservator or other similar official for it or for all
        or
        any substantial part of their assets or any Designated Holding Company, the
        Borrower or any of its Subsidiaries shall make a general assignment for the
        benefit of its creditors; or (ii) there shall be commenced against any
        Designated Holding Company, the Borrower or any of its Subsidiaries any case,
        proceeding or other action of a nature referred to in clause (i) above that
        (A)
        results in the entry of an order for relief or any such adjudication or
        appointment or (B) remains undismissed, undischarged or unbonded for a period
        of
        60 days; or (iii) there shall be commenced against any Designated Holding
        Company, the Borrower or any of its Subsidiaries any case, proceeding or
        other
        action seeking issuance of a warrant of attachment, execution, distraint
        or
        similar process against all or any substantial part of its assets that results
        in the entry of an order for any such relief that shall not have been vacated,
        discharged, or stayed or bonded pending appeal within 60 days from the entry
        thereof; or (iv) any Designated Holding Company, the Borrower or any of its
        Subsidiaries shall take any action in furtherance of, or indicating its consent
        to, approval of, or acquiescence in, any of the acts set forth in clause
        (i),
        (ii), or (iii) above; or (v) any Designated Holding Company, the Borrower
        or any
        of its Subsidiaries shall generally not, or shall be unable to, or shall
        admit
        in writing its inability to, pay its debts as they become due;
        or

    

     

    (h)  
      (i) any
“accumulated funding deficiency” (as defined in Section 302 of ERISA), whether
      or not waived, shall exist with respect to any Plan or any Lien in favor of
      the
      PBGC or a Plan shall arise on the assets of any Loan Party or any Commonly
      Controlled Entity, (ii) a Reportable Event shall occur with respect to, or
      proceedings shall commence to have a trustee appointed, or a trustee shall
      be
      appointed, to administer or to terminate, any Single Employer Plan, which
      Reportable Event or commencement of proceedings or appointment of a trustee
      is,
      in the reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, (iii) any Single
      Employer Plan shall terminate for purposes of Title IV of ERISA or (iv) any
      Loan Party or any Commonly Controlled Entity shall, or in the reasonable opinion
      of the Required Lenders is likely to, incur any liability in connection with
      a
      withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan;
      and in each case in clauses (i) through (iv) above, such event or condition,
      together with all other such events or conditions, if any, could, in the sole
      judgment of the Required Lenders, reasonably be expected to have a Material
      Adverse Effect; or

     

    (i)  one
      or
      more judgments or decrees shall be entered against Holdings, the Borrower or
      any
      of its Subsidiaries involving in the aggregate a liability (to the extent not
      paid or fully covered by insurance as to which the relevant insurance company
      has not declined coverage) of $100,000,000 or more, and all such judgments
      or
      decrees shall not have been vacated, discharged, stayed or bonded pending appeal
      within 30 days from the entry thereof; or

     

    (j)  (i)
      the
      Guarantee and Collateral Agreement shall cease, for any reason (other than
      the
      gross negligence or willful misconduct of the Administrative Agent), to be
      in
      full force and effect with respect to any material portion of the Collateral,
      or
      any Loan Party or any Affiliate of any Loan Party shall so assert, or (ii)
      any
      Lien created by the Guarantee and Collateral Agreement shall cease to be
      enforceable and of the same effect and priority purported to be created thereby
      with respect to any material portion of the Collateral (other than in connection
      with releases in accordance with Section 10.14) or any Loan Party or any
      Affiliate of any Loan Party shall so assert; or

     

    
      
        
        

      

      
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    (k)  (i)
      the
      Paul Allen Group shall cease to have the power, directly or indirectly, to
      vote
      or direct the voting of Equity Interests having at least 35% (determined on
      a
      fully diluted basis) of the ordinary voting power for the management of the
      Borrower; (ii) the consummation of any transaction (including, without
      limitation, any merger or consolidation) the result of which is that any
“person” or “group” (as such terms are used in Section 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended), other than the Paul Allen Group
      has the power, directly or indirectly, to vote or direct the voting of Equity
      Interests having more than 35% (determined on a fully diluted basis) of the
      ordinary voting power for the management of the Borrower, unless the Paul Allen
      Group has the power, directly or indirectly, to vote or direct the voting of
      Equity Interests having a greater percentage (determined on a fully diluted
      basis) of the ordinary voting power for the management of the Borrower than
      such
“person” or “group”, (iii) a Specified Change of Control shall occur; or (iv)
      the Borrower shall cease to be a direct Wholly Owned Subsidiary of Holdings
      (other than in connection with an issuance or sale of Equity Interests in the
      Borrower to CCH; provided
      that (x)
      such Equity Interests are contributed to Holdings on the date of such issuance
      and (y) no DHC Default shall have occurred and be continuing or result
      therefrom); or

     

    (l)  
      the
      Borrower or any of its Subsidiaries shall have received a notice of termination
      or suspension with respect to any of its CATV Franchises or CATV Systems from
      the FCC or any Governmental Authority or other franchising authority or the
      Borrower or any of its Subsidiaries or the grantors of any CATV Franchises
      or
      CATV Systems shall fail to renew such CATV Franchises or CATV Systems at the
      stated expiration thereof (in each case other than (x) as a result of changes
      in
      law or regulation or other circumstances which result in any CATV Franchise
      no
      longer being required in connection with operation of the relevant CATV System
      or (y) at a time when such CATV Franchise is not required for operation of
      such
      CATV System) if the percentage represented by such CATV Franchises or CATV
      Systems and any other CATV Franchises or CATV Systems which are then so
      terminated, suspended or not renewed of Consolidated Operating Cash Flow for
      the
      12-month period preceding the date of the termination, suspension or failure
      to
      renew, as the case may be, (giving pro forma
      effect
      to any acquisitions or Dispositions that have occurred since the beginning
      of
      such 12-month period as if such acquisitions or Dispositions had occurred at
      the
      beginning of such 12-month period), would exceed 10%, unless (i) an alternative
      CATV Franchise or CATV System in form and substance reasonably satisfactory
      to
      the Required Lenders shall have been procured and come into effect prior to
      or
      concurrently with the termination or expiration date of such terminated,
      suspended or non-renewed CATV Franchise or CATV System or (ii) the Borrower
      or
      such Subsidiary continues to operate and retain the revenues received from
      such
      systems after the stated termination or expiration and (x) is engaged in
      negotiations to renew or extend such franchise rights and obtains such renewal
      or extension within one year following the stated termination or expiration,
      provided that such negotiations have not been terminated by either party
      thereto, such franchise rights or the equivalent thereof have not been awarded
      on an exclusive basis to a third Person and no final determination (within
      the
      meaning of Section 635 of the Communications Act of 1934, as amended) has been
      made that the Borrower or such Subsidiary is not entitled to the renewal or
      extension thereof or (y) the relevant Governmental Authority or other
      franchising authority has not challenged the authority of the Borrower or such
      Subsidiary to operate the CATV System in the relevant jurisdiction; or


     

    (m)  
      except
      as required or otherwise expressly permitted in this Agreement (i) in the case
      of any Designated Holding Company or any Non-Recourse Subsidiary, fail to
      satisfy customary formalities with respect to organizational separateness,
      including, without limitation, (A) the maintenance of separate books and records
      and (B) the maintenance of separate bank accounts in its own name; (ii) in
      the
      case of any Designated Holding Company 

     

    
      
        
        

      

      
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      or
        any
        Non-Recourse Subsidiary, fail to act solely in their own names or the names
        of
        their managers and through authorized officers and agents; (iii) in the case
        of
        the Borrower or any of its Subsidiaries, make or agree to make any payment
        to a
        creditor of any Designated Holding Company or any Non-Recourse Subsidiary
        in its
        capacity as such; or (iv) in the case of any Designated Holding Company,
        any
        Non-Recourse Subsidiary, the Borrower or any of its Subsidiaries, (x) commingle
        any money or other assets of any Designated Holding Company or any Non-Recourse
        Subsidiary with any money or other assets of the Borrower or any of its
        Subsidiaries or (y) take any action, or conduct its affairs in a manner,
        which
        could reasonably be expected to result in the separate organizational existence
        of each Designated Holding Company or each Non-Recourse Subsidiary from the
        Borrower and its Subsidiaries being ignored under any circumstance, and such
        failure, action, agreement, event, condition or circumstance described in
        any
        clause of this paragraph (m) shall continue unremedied for a period of 30
        days
        after notice to the Borrower from the Administrative Agent or the Required
        Lenders;

    

     

    then,
      and
      in any such event, (A) if such event is an Event of Default specified in clause
      (i) or (ii) of paragraph (g) above with respect to the Borrower, automatically
      the Commitments shall immediately terminate and the Loans hereunder (with
      accrued interest thereon) and all other amounts owing under this Agreement
      and
      the other Loan Documents (including all amounts of L/C Obligations, whether
      or
      not the beneficiaries of the then outstanding Letters of Credit shall have
      presented the documents required thereunder) shall immediately become due and
      payable, and (B) if such event is any other Event of Default, either or both
      of
      the following actions may be taken: (i) with the consent of the Required
      Lenders, the Administrative Agent may, or upon the request of the Required
      Lenders, the Administrative Agent shall, by notice to the Borrower declare
      the
      Commitments to be terminated forthwith, whereupon the Commitments shall
      immediately terminate; and (ii) with the consent of the Required Lenders, the
      Administrative Agent may, or upon the request of the Required Lenders, the
      Administrative Agent shall, by notice to the Borrower, declare the Loans
      hereunder (with accrued interest thereon) and all other amounts owing under
      this
      Agreement and the other Loan Documents (including all amounts of L/C
      Obligations, whether or not the beneficiaries of the then outstanding Letters
      of
      Credit shall have presented the documents required thereunder) to be due and
      payable forthwith, whereupon the same shall immediately become due and payable.
      With respect to all Letters of Credit with respect to which presentment for
      honor shall not have occurred at the time of an acceleration pursuant to this
      paragraph, the Borrower shall at such time deposit in a cash collateral account
      opened by the Administrative Agent an amount equal to the aggregate then undrawn
      and unexpired amount of such Letters of Credit. Amounts held in such cash
      collateral account shall be applied by the Administrative Agent to the payment
      of drafts drawn under such Letters of Credit, and the unused portion thereof
      after all such Letters of Credit shall have expired or been fully drawn upon,
      if
      any, shall be applied to repay other obligations of the Borrower hereunder
      and
      under the other Loan Documents. After all such Letters of Credit shall have
      expired or been fully drawn upon, all Reimbursement Obligations shall have
      been
      satisfied and all other obligations of the Borrower hereunder and under the
      other Loan Documents shall have been paid in full, the balance, if any, in
      such
      cash collateral account shall be returned to the Borrower (or such other Person
      as may be lawfully entitled thereto). Except as expressly provided above in
      this
      Section, presentment, demand, protest and all other notices of any kind are
      hereby expressly waived by the Borrower. 

     

    Notwithstanding
      anything to the contrary herein, no Default or Event of Default shall be deemed
      to occur pursuant to Section 8(e) or 8(f), and no DHC Default shall be deemed
      to
      occur, due to the existence of (a) a “Default” or “Event of Default” under any
      indenture as in effect on the Restatement Effective Date governing DHC Debt,
      or
      any acceleration of, or any attempt to accelerate, such DHC Debt, in each case
      resulting solely from the existence of the provisions contained in Section
      7 of
      the Senior Note Intercreditor Agreement, or (b) any cross-default,
      cross-acceleration or similar provision in any Indebtedness of any Qualified
      Parent Company that is applicable, or is invoked, solely as a result of the
      

     

    
      
        
        

      

      
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      circumstances
        described in clause (a) above, in each case so long as (i) the Borrower is
        in
        compliance with the provisions of Section 11.04 of the CCO Senior Note Indenture
        and (ii) no enforcement action against the assets of Holdings, the Borrower
        or
        any of its Subsidiaries by or on behalf of the holders of any such DHC Debt
        has
        occurred in respect of any judgment, decree or similar pronouncement, interim,
        final or otherwise, in connection with the foregoing, unless such enforcement
        action has been effectively stayed within 30 days from the entry thereof;
        provided, that a Default and an Event of Default shall nevertheless be deemed
        to
        be in existence if (x) the Second Lien Guarantees (as defined in the Senior
        Note
        Intercreditor Agreement) are not automatically released ab initio
        at the
        time and in the manner contemplated by Section 11.04 of the CCO Senior Note
        Indenture or (y) substantially concurrently with such release, any acceleration
        or attempted acceleration described above is not rescinded. It is understood
        that this paragraph does not apply to any cross-default, cross-acceleration
        or
        similar provision in any Indebtedness other than Indebtedness of any Qualified
        Parent Company.

    

     

    SECTION
      9.    THE
      AGENTS

     

    9.1.  Appointment.
      Each
      Lender hereby irrevocably designates and appoints the Administrative Agent
      as
      the agent of such Lender under this Agreement and the other Loan Documents,
      and
      each such Lender irrevocably authorizes the Administrative Agent, in such
      capacity, to take such action on its behalf under the provisions of this
      Agreement and the other Loan Documents and to exercise such powers and perform
      such duties as are expressly delegated to the Administrative Agent by the terms
      of this Agreement and the other Loan Documents, together with such other powers
      as are reasonably incidental thereto. Notwithstanding any provision to the
      contrary elsewhere in this Agreement, the Administrative Agent shall not have
      any duties or responsibilities, except those expressly set forth herein, or
      any
      fiduciary relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Administrative Agent.

     

    9.2.  Delegation
      of Duties.
      The
      Administrative Agent may execute any of its duties under this Agreement and
      the
      other Loan Documents by or through agents or attorneys in fact and shall be
      entitled to advice of counsel concerning all matters pertaining to such duties.
      The Administrative Agent shall not be responsible for the negligence or
      misconduct of any agents or attorneys in fact selected by it with reasonable
      care.

     

    9.3.  Exculpatory
      Provisions.
      Neither
      any Agent nor any of their respective officers, directors, employees, agents,
      attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
      taken or omitted to be taken by it or such Person under or in connection with
      this Agreement or any other Loan Document (except to the extent that any of
      the
      foregoing are found by a final and nonappealable decision of a court of
      competent jurisdiction to have resulted from its or such Person’s own gross
      negligence or willful misconduct) or (ii) responsible in any manner to any
      of
      the Lenders for any recitals, statements, representations or warranties made
      by
      any Loan Party or any officer thereof contained in this Agreement or any other
      Loan Document or in any certificate, report, statement or other document
      referred to or provided for in, or received by the Agents under or in connection
      with, this Agreement or any other Loan Document or for the value, validity,
      effectiveness, genuineness, enforceability or sufficiency of this Agreement
      or
      any other Loan Document or for any failure of any Loan Party a party thereto
      to
      perform its obligations hereunder or thereunder. The Agents shall not be under
      any obligation to any Lender to ascertain or to inquire as to the observance
      or
      performance of any of the agreements contained in, or conditions of, this
      Agreement or any other Loan Document, or to inspect the properties, books or
      records of any Loan Party.

     

    9.4.  Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any instrument, writing, resolution, notice, consent,


     

    
      
        
        

      

      
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      certificate,
        affidavit, letter, telecopy, telex or teletype message, statement, order
        or
        other document or conversation believed by it to be genuine and correct and
        to
        have been signed, sent or made by the proper Person or Persons and upon advice
        and statements of legal counsel (including counsel to Holdings or the Borrower),
        independent accountants and other experts selected by the Administrative
        Agent.
        The Administrative Agent may deem and treat the payee of any Note as the
        owner
        thereof for all purposes unless a written notice of assignment, negotiation
        or
        transfer thereof shall have been filed with the Administrative Agent. The
        Administrative Agent shall be fully justified in failing or refusing to take
        any
        action under this Agreement or any other Loan Document unless it shall first
        receive such advice or concurrence of the Required Lenders (or, if so specified
        by this Agreement, all Lenders) as it deems appropriate or it shall first
        be
        indemnified to its satisfaction by the Lenders against any and all liability
        and
        expense that may be incurred by it by reason of taking or continuing to take
        any
        such action. The Administrative Agent shall in all cases be fully protected
        in
        acting, or in refraining from acting, under this Agreement and the other
        Loan
        Documents in accordance with a request of the Required Lenders (or, if so
        specified by this Agreement, all Lenders), and such request and any action
        taken
        or failure to act pursuant thereto shall be binding upon all the Lenders
        and all
        future holders of the Loans.

    

     

    9.5.  Notice
      of Default.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default unless the Administrative Agent
      has received notice from a Lender, Holdings or the Borrower referring to this
      Agreement, describing such Default or Event of Default and stating that such
      notice is a “notice of default”. In the event that the Administrative Agent
      receives such a notice, the Administrative Agent shall give notice thereof
      to
      the Lenders. The Administrative Agent shall take such action with respect to
      such Default or Event of Default as shall be reasonably directed by the Required
      Lenders (or, if so specified by this Agreement, all Lenders); provided
      that
      unless and until the Administrative Agent shall have received such directions,
      the Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Default or Event of
      Default as it shall deem advisable in the best interests of the
      Lenders.

     

    9.6.  Non-Reliance
      on Agents and Other Lenders.
      Each
      Lender expressly acknowledges that neither the Agents nor any of their
      respective officers, directors, employees, agents, attorneys-in-fact or
      affiliates have made any representations or warranties to it and that no act
      by
      any Agent hereafter taken, including any review of the affairs of a Loan Party
      or any affiliate of a Loan Party, shall be deemed to constitute any
      representation or warranty by any Agent to any Lender. Each Lender represents
      to
      the Agents that it has, independently and without reliance upon any Agent or
      any
      other Lender, and based on such documents and information as it has deemed
      appropriate, made its own appraisal of and investigation into the business,
      operations, property, financial and other condition and creditworthiness of
      the
      Loan Parties and their affiliates and made its own decision to make its Loans
      hereunder and enter into this Agreement. Each Lender also represents that it
      will, independently and without reliance upon any Agent or any other Lender,
      and
      based on such documents and information as it shall deem appropriate at the
      time, continue to make its own credit analysis, appraisals and decisions in
      taking or not taking action under this Agreement and the other Loan Documents,
      and to make such investigation as it deems necessary to inform itself as to
      the
      business, operations, property, financial and other condition and
      creditworthiness of the Loan Parties and their affiliates. Except for notices,
      reports and other documents expressly required to be furnished to the Lenders
      by
      the Administrative Agent hereunder, the Administrative Agent shall not have
      any
      duty or responsibility to provide any Lender with any credit or other
      information concerning the business, operations, property, condition (financial
      or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
      of a Loan Party that may come into the possession of the Administrative Agent
      or
      any of its officers, directors, employees, agents, attorneys-in-fact or
      affiliates.

     

    
      
        
        

      

      
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    9.7.  Indemnification.
      The
      Lenders agree to indemnify each Agent and each Co-Lead Arranger and Joint
      Bookrunner (as such terms are defined on the cover page hereof) in its capacity
      as such (to the extent not reimbursed by Holdings or the Borrower and without
      limiting the obligation of Holdings or the Borrower to do so), ratably according
      to their respective Aggregate Exposure Percentages in effect on the date on
      which indemnification is sought under this Section (or, if indemnification
      is
      sought after the date upon which the Commitments shall have terminated and
      the
      Loans shall have been paid in full, ratably in accordance with such Aggregate
      Exposure Percentages immediately prior to such date), from and against any
      and
      all liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements of any kind whatsoever that may at
      any
      time (whether before or after the payment of the Loans) be imposed on, incurred
      by or asserted against such Agent in any way relating to or arising out of,
      the
      Commitments, this Agreement, any of the other Loan Documents or any documents
      contemplated by or referred to herein or therein or the transactions
      contemplated hereby or thereby or any action taken or omitted by such Agent
      under or in connection with any of the foregoing; provided
      that no
      Lender shall be liable for the payment of any portion of such liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements that are found by a final and nonappealable decision
      of a court of competent jurisdiction to have resulted from such Agent’s gross
      negligence or willful misconduct. The agreements in this Section shall survive
      the payment of the Loans and all other amounts payable hereunder.

     

    9.8.  Agent
      in Its Individual Capacity.
      Each
      Agent and its affiliates may make loans to, accept deposits from and generally
      engage in any kind of business with any Loan Party as though such Agent were
      not
      an Agent. With respect to its Loans made or renewed by it and with respect
      to
      any Letter of Credit issued or participated in by it, each Agent shall have
      the
      same rights and powers under this Agreement and the other Loan Documents as
      any
      Lender and may exercise the same as though it were not an Agent, and the terms
      “Lender” and “Lenders” shall include each Agent in its individual
      capacity.

     

    9.9.  Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
      the Lenders and the Borrower. If the Administrative Agent shall resign as
      Administrative Agent under this Agreement and the other Loan Documents, then
      the
      Required Lenders shall appoint from among the Lenders a successor agent for
      the
      Lenders, which successor agent shall (unless an Event of Default under Section
      8(a) or Section 8(g) with respect to the Borrower shall have occurred and be
      continuing) be subject to approval by the Borrower (which approval shall not
      be
      unreasonably withheld or delayed), whereupon such successor agent shall succeed
      to the rights, powers and duties of the Administrative Agent, and the term
      “Administrative Agent” shall mean such successor agent effective upon such
      appointment and approval, and the former Administrative Agent’s rights, powers
      and duties as Administrative Agent shall be terminated, without any other or
      further act or deed on the part of such former Administrative Agent or any
      of
      the parties to this Agreement or any holders of the Loans. If no successor
      agent
      has accepted appointment as Administrative Agent by the date that is 30 days
      following a retiring Administrative Agent’s notice of resignation, the retiring
      Administrative Agent’s resignation shall nevertheless thereupon become
      effective, and the Lenders shall assume and perform all of the duties of the
      Administrative Agent hereunder until such time, if any, as the Required Lenders
      appoint a successor agent as provided for above. After any retiring
      Administrative Agent’s resignation as Administrative Agent, the provisions of
      this Section 9 shall inure to its benefit as to any actions taken or omitted
      to
      be taken by it while it was Administrative Agent under this Agreement and the
      other Loan Documents.

     

    9.10.  Co-Documentation
      Agents and Syndication Agents.
      The
      Co-Documentation Agents and Syndication Agents shall have no duties or
      responsibilities hereunder in their capacity as such.

     

    
      
        
        

      

      
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    SECTION
      10.    MISCELLANEOUS

     

    10.1.  Amendments
      and Waivers.
      Neither
      this Agreement, any other Loan Document, nor any terms hereof or thereof may
      be
      amended, supplemented or modified except in accordance with the provisions
      of
      this Section 10.1. The Required Lenders and each Loan Party party to the
      relevant Loan Document may, or, with the written consent of the Required
      Lenders, the Administrative Agent and each Loan Party party to the relevant
      Loan
      Document may, from time to time, (a) enter into written amendments, supplements
      or modifications hereto and to the other Loan Documents for the purpose of
      adding any provisions to this Agreement or the other Loan Documents or changing
      in any manner the rights of the Lenders or of the Loan Parties hereunder or
      thereunder or (b) waive, on such terms and conditions as the Required Lenders
      or
      the Administrative Agent, as the case may be, may specify in such instrument,
      any of the requirements of this Agreement or the other Loan Documents or any
      Default or Event of Default and its consequences; provided,
      however,
      that no
      such waiver and no such amendment, supplement or modification shall (i) forgive
      the principal amount or extend the final scheduled date of maturity of any
      Loan,
      extend the scheduled date of or reduce the amount of any amortization payment
      in
      respect of any Term Loan, reduce the stated rate of any interest or fee payable
      hereunder or extend the scheduled date of any payment thereof, or increase
      the
      amount or extend the expiration date of any Lender’s Commitment, in each case
      without the consent of each Lender directly affected thereby;
      (ii) eliminate or reduce any voting rights under this Section 10.1 or
      reduce any percentage specified in the definition of Required Lenders, consent
      to the assignment or transfer by the Borrower of any of its rights and
      obligations under this Agreement and the other Loan Documents, release all
      or
      substantially all of the Collateral or release all or substantially all of
      the
      Subsidiary Guarantors from their obligations under the Guarantee and Collateral
      Agreement (in each case except in connection with Dispositions consummated
      or
      approved in accordance with the other terms of this Agreement), in each case
      without the written consent of all Lenders; (iii) reduce the percentage
      specified in the definition of Majority Facility Lenders with respect to any
      Facility without the written consent of all Lenders under such Facility; (iv)
      amend, modify or waive any provision of Section 9 without the written consent
      of
      the Administrative Agent; (v) amend, modify or waive any provision of Section
      2.4 or 2.5 without the written consent of the Swingline Lender; or (vi) amend,
      modify or waive any provision of Section 3 without the written consent of each
      affected Issuing Lender. Any such waiver and any such amendment, supplement
      or
      modification shall apply equally to each of the Lenders and shall be binding
      upon the Loan Parties, the Lenders, the Agents and all future holders of the
      Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents
      shall be restored to their former position and rights hereunder and under the
      other Loan Documents, and any Default or Event of Default waived shall be deemed
      to be cured and not continuing; but no such waiver shall extend to any
      subsequent or other Default or Event of Default, or impair any right consequent
      thereon. It is understood that, with respect to any voting required by this
      Section 10.1, all members of a particular Specified Intracreditor Group shall
      vote as a single unit. 

     

    In
      addition, notwithstanding the foregoing, this Agreement may be amended with
      the
      written consent of the Administrative Agent, the Borrower and the Lenders
      providing the relevant Replacement Term Loans (as defined below) to permit
      the
      refinancing or modification of all outstanding Term Loans (“Replaced
      Term Loans”)
      with a
      replacement term loan facility hereunder (“Replacement
      Term Loans”),
      provided
      that (a)
      the aggregate principal amount of such Replacement Term Loans shall not exceed
      the aggregate principal amount of such Replaced Term Loans, (b) the Applicable
      Margin for such Replacement Term Loans shall not be higher than the Applicable
      Margin for such Replaced Term Loans, (c) the weighted average life to maturity
      of such Replacement Term Loans shall not be shorter than the weighted average
      life to maturity of such Replaced Term Loans at the time of such refinancing
      and
      (d) all other terms applicable to such Replacement Term Loans shall be
      substantially identical to, or less favorable to the Lenders providing such
      Replacement Term Loans than, those applicable to such Replaced Term Loans,
      except to the extent necessary to provide for covenants and other terms
      applicable 

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

       

      to
        any
        period after the latest final maturity of the Term Loans in effect immediately
        prior to such refinancing.

    

     

    In
      addition, notwithstanding the foregoing, this Agreement may be amended with
      the
      written consent of the Administrative Agent, the Borrower and the Lenders
      providing the relevant Replacement Existing Term Loans (as defined below) to
      permit the refinancing or modification of any or all outstanding Existing Term
      Loans (“Replaced
      Existing Term Loans”)
      with
      replacement term loans hereunder in the same aggregate principal amount
      (“Replacement
      Existing Term Loans”),
      provided
      that all
      terms applicable to such Replacement Existing Term Loans shall be substantially
      identical to those applicable to the New Term Loans. Each Lender agrees that
      no
      prior notice shall be required to be given to prepay Existing Term Loans
      pursuant to this paragraph and no amounts shall be payable by the Borrower
      under
      Section 2.18 in connection therewith. In the case of any such replacement,
      the
      Borrower agrees to take all actions reasonably requested by the Administrative
      Agent (without taking any actions which would result in incurring any
      obligations under Section 2.18) such that, as promptly as practicable after
      the
      borrowing thereof, each Term Lender shall hold a ratable portion of each
      Eurodollar Tranche applicable to the Term Loans.

     

    In
      addition, notwithstanding the foregoing, this Agreement may be amended with
      the
      written consent of the Administrative Agent, the Borrower and the Lenders
      providing the relevant Replacement Revolving Commitments (as defined below)
      to
      permit the replacement or modification of all outstanding Revolving Commitments
      (“Replaced
      Revolving Commitments”)
      with a
      replacement revolving credit facility hereunder (“Replacement
      Revolving Commitments”),
      provided
      that (a)
      the aggregate amount of such Replacement Revolving Commitments shall not exceed
      the aggregate amount of such Replaced Revolving Commitments, (b) such
      Replacement Revolving Commitments shall not have a scheduled termination or
      any
      scheduled reductions prior to April 27, 2010 and (c) all other terms applicable
      to such Replacement Revolving Commitments shall be substantially identical
      to,
      or less favorable to the Lenders providing such Replacement Revolving
      Commitments than, those applicable to such Replaced Revolving Commitments,
      except to the extent necessary to provide for covenants and other terms
      applicable to any period after the latest final maturity of the Term
      Loans.

     

    10.2.  Notices.
      All
      notices, requests and demands to or upon the respective parties hereto to be
      effective shall be in writing (including by telecopy or electronic mail), and,
      unless otherwise expressly provided herein, shall be deemed to have been duly
      given or made when delivered, or three (3) Business Days after being deposited
      in the mail, postage prepaid, or, in the case of telecopy notice, when received,
      addressed as follows in the case of Holdings, the Borrower and the
      Administrative Agent, and as set forth in an administrative questionnaire
      delivered to the Administrative Agent in the case of the Lenders, or to such
      other address as may be hereafter notified by the respective parties
      hereto:

     

    
      	
              Any
                Loan Party:

            	
              c/o
                Charter Communications Holdings, LLC

              12405
                Powerscourt Drive

              St.
                Louis, Missouri 63131

              Attention:
                Senior Vice President - Strategic Planning

              Telecopy:
                (314) 965-6492

              Telephone:
                (314) 543-2474

              Email:
                eloise.schmitz@chartercom.com

               

              and

               

              Attention:
                General Counsel

              Telecopy:
                (314) 965-8793

              Telephone:
                (314) 543-2308

              
                Email:
                  grier.raclin@chartercom.com

              

            


    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

     

      	
            	
               

              with
                a copy to:

               

              Gibson,
                Dunn & Crutcher LLP

              200
                Park Avenue

              New
                York, NY 10166-0193

              Attention:
                Joerg H. Esdorn

              Telecopy:
                (212) 351-5276

              Telephone:
                (212) 351-3851

              Email:
                jesdorn@gibsondunn.com 

            


    

    
      	
               

              The
                Administrative Agent:

            	
               

              JPMorgan
                Chase Bank

              1111
                Fannin Street, 10th
                Floor

              Houston,
                Texas 77002

              Attention:
                Shadia Aminu

              Telecopy:
                (713) 750-2358

              Telephone:
                (713) 750-7933

              Email:
                shadia.o.aminu@jpmchase.com

            
	 	 


    

     

    provided
      that (a)
      any notice, request or demand to or upon the Administrative Agent or the Lenders
      shall not be effective until received and (b) any failure to deliver a notice,
      request or demand made to or upon any Loan Party to the second and third
      addressees identified above under “Any Loan Party:” shall not affect the
      effectiveness thereof.

     

    10.3.  No
      Waiver; Cumulative Remedies.
      No
      failure to exercise and no delay in exercising, on the part of any Agent or
      any
      Lender, any right, remedy, power or privilege hereunder or under the other
      Loan
      Documents shall operate as a waiver thereof; nor shall any single or partial
      exercise of any right, remedy, power or privilege hereunder preclude any other
      or further exercise thereof or the exercise of any other right, remedy, power
      or
      privilege. The rights, remedies, powers and privileges herein provided are
      cumulative and not exclusive of any rights, remedies, powers and privileges
      provided by law.

     

    10.4.  Survival
      of Representations and Warranties.
      All
      representations and warranties made hereunder, in the other Loan Documents
      and
      in any document, certificate or statement delivered pursuant hereto or in
      connection herewith shall survive the execution and delivery of this Agreement
      and the making of the Loans and other extensions of credit
      hereunder.

     

    10.5.  Payment
      of Expenses and Taxes.
      The
      Borrower agrees (a) to pay or reimburse the Administrative Agent for all its
      reasonable out-of-pocket costs and expenses incurred in connection with the
      development, preparation and execution of, and any amendment, supplement or
      modification to, or waiver or forbearance of, this Agreement and the other
      Loan
      Documents and any other documents prepared in connection herewith or therewith,
      and the consummation and administration of the transactions contemplated hereby
      and thereby, including the reasonable fees and disbursements of one firm of
      counsel to the Administrative Agent and filing and recording fees and expenses,
      (b) to pay or reimburse each Lender and each Agent for all its costs and
      expenses incurred in connection with the enforcement or preservation of any
      rights, privileges, powers or remedies under this Agreement, the other Loan
      Documents and any such other documents, including the fees and disbursements
      of
      one firm of counsel selected by the Administrative Agent, together with any
      special or local counsel, to the Administrative Agent and not more than one
      other firm of counsel to the Lenders, (c) to pay, indemnify, and hold each
      Lender, each Co-Lead Arranger and Joint Bookrunner (as such terms are defined
      on
      the 

     

    
      
        
        

      

      
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      cover
        page hereof) and each Agent harmless from, any and all recording
        and filing fees and any and all liabilities with respect to, or resulting
        from
        any delay in paying, stamp, excise and other taxes, if any, that may be payable
        or determined to be payable in connection with the execution and delivery
        of, or
        consummation or administration of any of the transactions contemplated by,
        or
        any amendment, supplement or modification of, or any waiver or consent under
        or
        in respect of, this Agreement, the other Loan Documents and any such other
        documents, (d) if any Event of Default shall have occurred, to pay or reimburse
        all reasonable fees and expenses of a financial advisor engaged on behalf
        of, or
        for the benefit of, the Agents and the Lenders accruing from and after the
        occurrence of such Event of Default, (e) to pay, indemnify, and hold each
        Lender, each Agent, their advisors and affiliates and their respective officers,
        directors, trustees, employees, agents and controlling persons (each, an
        “Indemnitee”)
        harmless from and against any and all other liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or disbursements
        of any kind or nature whatsoever with respect to the execution, delivery,
        enforcement, performance and administration of this Agreement, the other
        Loan
        Documents and any such other documents, including any of the foregoing relating
        to the use of proceeds of the Loans or the violation of, noncompliance with
        or
        liability under, any Environmental Law applicable to the operations of Holdings,
        the Borrower any of its Subsidiaries or any of the Properties and the reasonable
        fees and expenses of legal counsel in connection with claims, actions or
        proceedings by any Indemnitee against any Loan Party under any Loan Document,
        and (f) to pay, indemnify, and hold each Indemnitee harmless from and against
        any actual or prospective claim, litigation, investigation or proceeding
        relating to any of the matters described in clauses (a) through (d) above,
        whether based on contract, tort or any other theory (including any investigation
        of, preparation for, or defense of any pending or threatened claim,
        investigation, litigation or proceeding, and regardless of whether such claim,
        investigation, litigation or proceeding is brought by any Loan Party, its
        directors, shareholders or creditors or an Indemnitee, whether or not any
        Indemnitee is a party thereto and whether or not the Restatement Effective
        Date
        has occurred) and the reasonable fees and expenses of legal counsel in
        connection with any such claim, litigation, investigation or proceeding (all
        the
        foregoing in clauses (e) and (f), collectively, the “Indemnified Liabilities”),
        provided, that the Borrower shall have no obligation hereunder to any Indemnitee
        with respect to Indemnified Liabilities to the extent such Indemnified
        Liabilities are found by a final non-appealable decision of a court of competent
        jurisdiction to have resulted from the gross negligence or willful misconduct
        of
        such Indemnitee. Without limiting the foregoing, and to the extent permitted
        by
        applicable law, the Borrower agrees not to assert and to cause its Subsidiaries
        not to assert, and hereby waives and agrees to cause its Subsidiaries to
        so
        waive, all rights for contribution or any other rights of recovery with respect
        to all claims, demands, penalties, fines, liabilities, settlements, damages,
        costs and expenses of whatever kind or nature, under or related to Environmental
        Laws, that any of them might have by statute or otherwise against any
        Indemnitee. All amounts due under this Section 10.5 shall be payable not
        later
        than 15 days after written demand therefor. Statements payable by the Borrower
        pursuant to this Section 10.5 shall be submitted to Eloise E. Schmitz (Telephone
        No. (314) 543-2474) (Telecopy No. (314) 965-6492), at the address of the
        Borrower set forth in Section 10.2, or to such other Person or address as
        may be
        hereafter designated by the Borrower in a written notice to the Administrative
        Agent. The agreements in this Section 10.5 shall survive repayment of the
        Loans
        and all other amounts payable hereunder.

    

     

    10.6.  Successors
      and Assigns; Participations and Assignments.
      (a) The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby
      (including any Affiliate of the Issuing Lender that issues any Letter of
      Credit), except that (i) the Borrower may not assign or otherwise transfer
      any
      of its rights or obligations hereunder without the prior written consent of
      each
      Lender (and any attempted assignment or transfer by the Borrower without such
      consent shall be null and void) and (ii) no Lender may assign or otherwise
      transfer its rights or obligations hereunder except in accordance with this
      Section.

     

    
      
        
        

      

      
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              (b)(i)
      Subject to the conditions
      set forth in paragraph (b)(ii) below, any Lender may assign to one or more
      assignees (each, an “Assignee”)
      all or
      a portion of its rights and obligations under this Agreement (including all
      or a
      portion of its Commitments and the Loans at the time owing to it) with the
      prior
      written consent of:

    


    (A)
      the
      Borrower (such consent not to be unreasonably withheld or delayed), provided
      that no
      consent of the Borrower shall be required for an assignment to (I) a Lender,
      an
      affiliate of a Lender, an Approved Fund (as defined below), other than in the
      case of any assignment of a Revolving Commitment to an Assignee that is not
      already a Revolving Lender, or (II) if an Event of Default under Section 8.1(a)
      or (g) has occurred and is continuing, any other Person; and

    


    (B) the
      Administrative Agent (such consent not to be unreasonably withheld or delayed),
      provided
      that no
      consent of the Administrative Agent shall be required for an assignment of
      all
      or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an
      Approved Fund.

    


    (ii)
      Assignments shall be subject to the following additional conditions:


     

    (A)
      except in the case of an assignment of the entire remaining amount of the
      assigning Lender’s Commitments or Loans under any Facility, (x) the amount of
      the Commitments or Loans of the assigning Lender subject to each such assignment
      (as of the trade date specified in the Assignment and Assumption with respect
      to
      such assignment or, if no trade date is so specified, as of the date such
      Assignment and Assumption is delivered to the Administrative Agent) shall not
      be
      less than $5,000,000, in the case of the Revolving Facility ($1,000,000 if
      the
      Assignee is a Lender, an affiliate of a Lender or an Approved Fund) or,
      $1,000,000 in the case of the Term Facility or the Incremental Term Facility
      ($250,000
      if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund)
      and
      (y) the Aggregate Exposure of such assigning Lender shall not fall below
      $3,000,000 in the case of the Revolving Facility ($1,000,000 if the Assignee
      is
      a Lender, an affiliate of a Lender or an Approved Fund) or $1,000,000 in the
      case of in
      the
      case of the Term Facility or the Incremental Term Facility ($250,000
      if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund),
      unless, in each case, each of the Borrower and the Administrative Agent
      otherwise consent provided
      that (1)
      no such consent of the Borrower shall be required if an Event of Default under
      Section 8.1(a) or (g) has occurred and is continuing and (2) such amounts shall
      be aggregated in respect of each Lender and its affiliates or Approved Funds,
      if
      any; 

    


    (B)
      the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500; and 

    


    (C) the
      Assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent
      an administrative questionnaire in which the Assignee designates one or more
      credit contacts to whom all syndicate-level information (which may contain
      material non-public information about the Borrower and its Affiliates and their
      related parties or their respective securities) will be made available and
      who
      may receive such information in accordance with the assignee’s compliance
      procedures and applicable laws, including Federal and state securities
      laws.

    


    For
      the
      purposes of this Section 10.6, “Approved
      Fund”
means
      any Person (other than a natural person) that is engaged in making, purchasing,
      holding or investing in bank loans and similar extensions of credit in the
      ordinary course and that is administered or managed by (a) a Lender, (b) an
      Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
      administers or manages a Lender.

     

    
      
        
        

      

      
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              (iii)
      Subject to acceptance and
      recording thereof pursuant to paragraph (b)(iv) below, from and after the
      effective date specified in each Assignment and Assumption the Assignee
      thereunder shall be a party hereto and, to the extent of the interest assigned
      by such Assignment and Assumption, have the rights and obligations of a Lender
      under this Agreement, and the assigning Lender thereunder shall, to the extent
      of the interest assigned by such Assignment and Assumption, be released from
      its
      obliga-tions under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto but shall continue
      to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.5). Any
      assignment or transfer by a Lender of rights or obligations under this Agreement
      that does not comply with this Section 10.6 shall be treated for purposes of
      this Agreement as a sale by such Lender of a participation in such rights and
      obligations in accordance with paragraph (c) of this Section.

    


    (iv)
      The
      Administrative Agent, acting for this purpose as an agent of the Borrower,
      shall
      maintain at one of its offices a copy of each Assignment and Assumption
      delivered to it and a register for the recordation of the names and addresses
      of
      the Lenders, and the Commitments of, and principal amount of the Loans and
      L/C
      Obligations owing to, each Lender pursuant to the terms hereof from time to
      time
      (the “Register”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent, the Issuing Lender and the Lenders may treat each Person
      whose name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement, notwithstanding notice to the
      contrary.

    


    (v)
      Upon
      its receipt of a duly completed Assignment and Assumption executed by an
      assigning Lender and an Assignee, the Assignee’s completed administrative
      questionnaire (unless the Assignee shall already be a Lender hereunder), the
      processing and recordation fee referred to in paragraph (b) of this Section
      and any written consent to such assignment required by paragraph (b) of this
      Section, the Administrative Agent shall accept such Assignment and Assumption
      and record the information contained therein in the Register. No assignment
      shall be effective for purposes of this Agreement unless it has been recorded
      in
      the Register as provided in this paragraph.

    


    (c)(i)
      Any Lender may, without the consent of the Borrower or the Administrative Agent,
      sell participations to one or more banks or other entities (a “Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitments and the Loans owing to it);
      provided
      that
      (A) such Lender’s obligations under this Agreement shall remain unchanged,
      (B) such Lender shall remain solely responsible to the other parties hereto
      for the performance of such obligations and (C) the Borrower, the
      Administrative Agent, the Issuing Lender and the other Lenders shall continue
      to
      deal solely and directly with such Lender in connection with such Lender’s
      rights and obligations under this Agreement. Any agreement pursuant to which
      a
      Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce this Agreement and to approve any amendment,
      modification or waiver of any provision of this Agreement; provided
      that
      such agreement may provide that such Lender will not, without the consent of
      the
      Participant, agree to any amendment, modification or waiver that (1) requires
      the consent of each Lender directly affected thereby pursuant to the proviso
      to
      the second sentence of Section 10.1 and (2) directly affects such Participant.
      Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
      Participant shall be entitled to the benefits of Sections 2.16, 2.17, 2.18
      and
      10.5 to the same extent as if it were a Lender and had acquired its interest
      by
      assignment pursuant to paragraph (b) of this Section. To the extent permitted
      by
      law, each Participant also shall be entitled to the benefits of
      Section 10.7(b) as though it were a Lender, provided such Participant shall
      be subject to Section 10.7(a) as though it were a Lender.

    


    (ii)
      A
      Participant shall not be entitled to receive any greater payment under Section
      2.16 or 2.17 than the applicable Lender would have been entitled to receive
      with
      respect to the participation sold to such Participant, unless the sale of the
      participation to such Participant is made with the 

     

    
      
        
        

      

      
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      Borrower’s
        prior written consent. Any Participant that is a Non-U.S. Lender shall not
        be
        entitled to the benefits of Section 2.17 unless such Participant complies
        with Section 2.17(d). 

    

    


    (d)  Any
      Lender may, without the consent of the Borrower or the Administrative Agent,
      at
      any time pledge or assign a security interest in all or any portion of its
      rights under this Agreement to secure obligations of such Lender, including
      any
      pledge or assignment to secure obligations to a Federal Reserve Bank, and this
      Section shall not apply to any such pledge or assignment of a security interest;
      provided
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or Assignee for
      such
      Lender as a party hereto.

    


    (e)
      The
      Borrower, at the Borrower’s sole expense, upon receipt of written notice from
      the relevant Lender, agrees to issue Notes to any Lender requiring Notes to
      facilitate transactions of the type described in paragraph (d)
      above.

     

    (f)
      Notwithstanding the foregoing, any Conduit Lender may assign any or all of
      the
      Loans it may have funded hereunder to its designating Lender without the consent
      of the Borrower or the Administrative Agent and without regard to the
      limitations set forth in Section 10.6(b). Each of Holdings, the Borrower, each
      Lender and the Administrative Agent hereby confirms that it will not institute
      against a Conduit Lender or join any other Person in instituting against a
      Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or
      liquidation proceeding under any state bankruptcy or similar law, for one year
      and one day after the payment in full of the latest maturing commercial paper
      note issued by such Conduit Lender; provided,
      however, that each Lender designating any Conduit Lender hereby agrees to
      indemnify, save and hold harmless each other party hereto for any loss, cost,
      damage or expense arising out of its inability to institute such a proceeding
      against such Conduit Lender during such period of forbearance.

     

    10.7.  Adjustments;
      Set-off.
      (a)
      Except to the extent that this Agreement expressly provides for payments to
      be
      allocated to a particular Lender or to the Lenders under a particular Facility,
      if any Lender (a “Benefitted
      Lender”)
      shall
      receive any payment of all or part of the amounts owing to it hereunder, or
      receive any collateral in respect thereof (whether voluntarily or involuntarily,
      by set-off, pursuant to events or proceedings of the nature referred to in
      Section 8(e), or otherwise), in a greater proportion than any such payment
      to or
      collateral received by any other Lender, if any, in respect of the amounts
      owing
      to such other Lender hereunder, such Benefitted Lender shall purchase for cash
      from the other Lenders a participating interest in such portion of the amounts
      owing to each such other Lender hereunder, or shall provide such other Lenders
      with the benefits of any such collateral, as shall be necessary to cause such
      Benefitted Lender to share the excess payment or benefits of such collateral
      ratably with each of the Lenders; provided, however, that if all or any portion
      of such excess payment or benefits is thereafter recovered from such Benefitted
      Lender, such purchase shall be rescinded, and the purchase price and benefits
      returned, to the extent of such recovery, but without interest.

     

    (b)  In
      addition to any rights and remedies of the Lenders provided by law, each Lender
      shall have the right, without prior notice to Holdings
      or the Borrower, any such notice being expressly waived by Holdings
      and the Borrower to the extent permitted by applicable law, upon any amount
      becoming due and payable by Holdings
      or the Borrower hereunder (whether at the stated maturity, by acceleration
      or
      otherwise), to set off and appropriate and apply against such amount any and
      all
      deposits (general or special, time or demand, provisional or final), in any
      currency, and any other credits, indebtedness or claims, in any currency, in
      each case whether direct or indirect, absolute or contingent, matured or
      unmatured, at any time held or owing by such Lender or any branch or agency
      thereof to or for the credit or the account of
      Holdings
      or the Borrower, as the case may be. Each Lender agrees promptly to notify
      the
      Borrower and the Administrative Agent after any such setoff and application
      made


     

    
      
        
        

      

      
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      by
        such
        Lender, provided
        that the
        failure to give such notice shall not affect the validity of such setoff
        and
        application.

    

     

    10.8.  Counterparts.
      This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument. Delivery of an
      executed signature page of this Agreement by facsimile transmission shall be
      effective as delivery of a manually executed counterpart hereof. A set of the
      copies of this Agreement signed by all the parties shall be lodged with the
      Borrower and the Administrative Agent.

     

    10.9.  Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    10.10.  Integration.
      This
      Agreement and the other Loan Documents represent the agreement of Holdings,
      the
      Borrower, the Agents and the Lenders with respect to the subject matter hereof,
      and there are no promises, undertakings, representations or warranties by any
      Agent or any Lender relative to the subject matter hereof not expressly set
      forth or referred to herein or in the other Loan Documents.

     

    10.11.  GOVERNING
      LAW.
      THIS
      AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
      SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
      LAW
      OF THE STATE OF NEW YORK.

     

    10.12.  Submission
      to Jurisdiction; Waivers.
      Each of
      Holdings and the Borrower hereby irrevocably and unconditionally:

     

    (a)  submits
      for itself and its property in any legal action or proceeding relating to this
      Agreement and the other Loan Documents to which it is a party, or for
      recognition and enforcement of any judgment in respect thereof, to the
      non-exclusive general jurisdiction of the courts of the State of New York,
      the
      courts of the United States for the Southern District of New York, and
      appellate courts from any thereof;

     

    (b)  consents
      that any such action or proceeding may be brought in such courts and waives
      any
      objection that it may now or hereafter have to the venue of any such action
      or
      proceeding in any such court or that such action or proceeding was brought
      in an
      inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
      that service of process in any such action or proceeding may be effected by
      mailing a copy thereof by registered or certified mail (or any substantially
      similar form of mail), postage prepaid, to Holdings or the Borrower, as the
      case
      may be at its address set forth in Section 10.2 or at such other address of
      which the Administrative Agent shall have been notified pursuant
      thereto;

     

    (d)  agrees
      that nothing herein shall affect the right to effect service of process in
      any
      other manner permitted by law or shall limit the right to sue in any other
      jurisdiction; and

     

    
      
        
        

      

      
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    (e)  waives,
      to the maximum extent not prohibited by law, any right it may have to claim
      or
      recover in any legal action or proceeding referred to in this Section any
      special, exemplary, punitive or consequential damages.

     

    10.13.  Acknowledgments.
      Each of
      Holdings and the Borrower hereby acknowledges that:

     

    (a)  it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Agreement and the other Loan Documents;

     

    (b)  neither
      any Agent nor any Lender has any fiduciary relationship with or duty to Holdings
      or the Borrower arising out of or in connection with this Agreement or any
      of
      the other Loan Documents, and the relationship between the Agents and Lenders,
      on one hand, and Holdings and the Borrower, on the other hand, in connection
      herewith or therewith is solely that of debtor and creditor; and

     

    (c)  no
      joint
      venture is created hereby or by the other Loan Documents or otherwise exists
      by
      virtue of the transactions contemplated hereby among the Agents and the Lenders
      or among Holdings the Borrower and the Agents and the Lenders.

     

    10.14.  Release
      of Guarantees and Liens.
      (a)
      Notwithstanding anything to the contrary contained herein or in any other Loan
      Document, the Administrative Agent is hereby irrevocably authorized by each
      Lender (without requirement of notice to or consent of any Lender except as
      expressly required by Section 10.1) and is hereby required to promptly take
      any
      action requested by the Borrower having the effect of releasing any Collateral
      or guarantee obligations (i) to the extent necessary to permit consummation
      of
      any transaction not prohibited by any Loan Document or that has been consented
      to in accordance with Section 10.1 or (ii) under the circumstances described
      in
      paragraph (b) below. Any such release of Collateral may be effected pursuant
      to
      a Release or such other documentation as shall be reasonably acceptable to
      the
      Administrative Agent.

    


    (b)  At
      such
      time as the Loans, the Reimbursement Obligations and the other obligations
      under
      the Loan Documents (other than (i) obligations under or in respect of Hedge
      Agreements and (ii) contingent indemnification obligations) shall have been
      paid
      in full, the Revolving Commitments have been terminated and no Letters of Credit
      shall be outstanding, the Collateral shall be released from the Liens created
      by
      the Guarantee and Collateral Agreement, and the Guarantee and Collateral
      Agreement and all obligations (other than those expressly stated to survive
      such
      termination) of the Administrative Agent and each Loan Party under the Guarantee
      and Collateral Agreement shall terminate, all without delivery of any instrument
      or performance of any act by any Person.

     

    10.15.  Confidentiality.
      Each
      Agent and each Lender agrees to keep confidential all non-public information
      provided to it by any Loan Party pursuant to this Agreement that is designated
      by such Loan Party as confidential; provided
      that
      nothing herein shall prevent any Agent or any Lender from disclosing any such
      information (a) to any Agent, any Lender or any affiliate of any Lender or
      any
      Approved Fund, (b) to any Transferee or prospective Transferee that agrees
      to
      comply with the provisions of this Section, (c) to its employees, directors,
      agents, attorneys, accountants and other professional advisors or those of
      any
      of its affiliates who have a need to know, (d) upon the request or demand of
      any
      Governmental Authority, (e) in response to any order of any court or other
      Governmental Authority or as may otherwise be required pursuant to any
      Requirement of Law, (f) if requested or required to do so in connection with
      any
      litigation or similar proceeding, (g) that has been publicly disclosed,
      (h) to any nationally recognized rating agency that requires access to
      information about a Lender’s investment portfolio in connection with ratings
      issued with respect to such Lender, (i) in connection with the exercise


     

    
      
        
        

      

      
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      of
        any
        remedy hereunder or under any other Loan Document, (j) to
        any
        creditor or direct or indirect contractual counterparty in swap agreements
        or
        such creditor or contractual counterparty’s professional advisor (so long as
        such contractual counterparty or professional advisor to such contractual
        counterparty agrees to be bound by the provisions of this Section 10.15),
        (k) to
        a Person that is an investor or prospective investor in a Securitization
        that
        agrees that its access to information regarding the Borrower and the Loans
        is
        solely for purposes of evaluating an investment in such Securitization
(so
        long
        as such Person agrees to be bound by the provisions of this Section
        10.15),
        or
        (l) to a Person that is a trustee, collateral manager, servicer, noteholder
        or secured party in a Securitization in connection with the administration,
        servicing and reporting on the assets serving as collateral for such
        Securitization (so
        long
        as such Person agrees to be bound by the provisions of this Section
        10.15).

    

    


    Each
      Lender acknowledges that information furnished to it pursuant to this Agreement
      or the other Loan Documents may include material non-public information
      concerning the Borrower and its Affiliates and their related parties or their
      respective securities, and confirms that it has developed compliance procedures
      regarding the use of material non-public information and that it will handle
      such material non-public information in accordance with those procedures and
      applicable law, including Federal and state securities laws.

    


    All
      information, including requests for waivers and amendments, furnished by the
      Borrower or the Administrative Agent pursuant to, or in the course of
      administering, this Agreement or the other Loan Documents will be
      syndicate-level information, which may contain material non-public information
      about the Borrower and its Affiliates and their related parties or their
      respective securities. Accordingly, each Lender represents to the Borrower
      and
      the Administrative Agent that it has identified in its administrative
      questionnaire a credit contact who may receive information that may contain
      material non-public information in accordance with its compliance procedures
      and
      applicable law, including Federal and state securities laws.

    


    10.16.  WAIVERS
      OF JURY TRIAL.
      HOLDINGS, THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
      TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
      THEREIN.

     

    10.17.  USA
      Patriot Act.
      Each
      Lender hereby notifies the Borrower that pursuant to the requirements of the
      USA
      Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
      (the “Patriot Act”), it is required to obtain, verify and record information
      that identifies the Borrower, which information includes the name and address
      of
      the Borrower and other information that will allow such Lender to identify
      the
      Borrower in accordance with the Patriot Act.

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered by their proper and duly authorized officers as of the
      day and year first above written.

     

    CCO
      HOLDINGS, LLC

     

    By:
      /s/
      Eloise Schmitz   

    Name:
      Eloise
      Schmitz

    Title:
      Senior Vice President - Strategic Planning

     

    CHARTER
      COMMUNICATIONS OPERATING, LLC

     

    By:
      /s/
      Eloise Schmitz   

    Name:
      Eloise Schmitz

    Title:
      Senior Vice President - Strategic Planning

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Administrative Agent and as a Syndication Agent

     

    By:
      /s/
      Tracy Navin Ewing  

    Name:
      Tracy Navin Ewing

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BANK
      OF
      AMERICA, N.A.,

     

    as
      a
      Syndication Agent

     

    By:
      /s/
      William A. Bowen, Jr.  

    Name:
      William A. Bowen, Jr.

    Title:
      Managing Director

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CITICORP
      NORTH AMERICA, INC.,

    as
      a
      Co-Documentation Agent

     

    By:
      /s/
      Eric Davis   

    Name:
      Eric Davis

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CREDIT
      SUISSE SECURITIES (USA) LLC,

    as
      a
      Co-Documentation Agent

     

    By:
      /s/
      Eric Federman   

    Name:
      Eric Federman

    Title:
      Managing Director

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DEUTSCHE
      BANK SECURITIES INC.,

    as
      a
      Co-Documentation Agent

     

    By:
      /s/
      Malcolm Morris   

    Name:
      Malcolm
      Morris

    Title:
      Managing Director

     

    By:
      /s/
      Gregory Shefrin   

    Name:
      Gregory Shefrin

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GENERAL
      ELECTRIC CAPITAL CORPORATION,

    as
      a
      Co-Documentation Agent

     

    By:
      /s/
      Karl Kiefier   

    Name:
      Karl
      Kiefier

    Title:
      Duly Authorized Signatory