Exhibit 10.3


     

    Exhibit
      10.3

     

    
      

      

    

     

    


    $350,000,000

    


    CREDIT
      AGREEMENT

    


    CCO
      HOLDINGS, LLC,

    as
      Borrower,

    


    BANC
      OF
      AMERICA SECURITIES LLC

    and
      J. P.
      MORGAN SECURITIES INC.,

    as
      Co-Lead Arrangers

    


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

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

    DEUTSCHE
      BANK SECURITIES INC.

    as
      Joint
      Bookrunners

    


    BANK
      OF
      AMERICA, N.A.

    as
      Administrative Agent

    


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

    as
      Co-Syndication Agents

    


    and

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

    And
      DEUTSCHE BANK SECURITIES INC.

    as
      Co-Documentation Agents

     

    Dated
      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

                	
                  29

                


        

         

        
          
            	SECTION 2.
                    AMOUNT AND TERMS OF COMMITMENTS	
                    29

                  
	 	 	 	 
	 	Section
                    2.1.	
                    Commitments

                  	
                     29

                  
	 	Section
                    2.2.	
                    Procedure
                      for Borrowing

                  	
                     30

                  
	 	Section
                    2.3.	
                    Repayment
                      of Loans

                  	
                     30

                  
	 	Section
                    2.4.	[RESERVED]	
                    30

                  
	 	Section
                    2.5.	[RESERVED]	
                     30

                  
	 	Section
                    2.6.	Fees	
                    30

                  
	 	Section
                    2.7.	[RESERVED]	
                     30

                  
	 	Section
                    2.8.	Optional
                    Prepayments	
                     30

                  
	 	Section
                    2.9.	Mandatory
                    Prepayments	
                     31

                  
	 	Section
                    2.10.	Conversion
                    and Continuation Options	
                     31

                  
	 	Section 2.11.	Limitations on Eurodollar
                    Tranches	
                     31

                  
	 	Section
                    2.12.	Interest
                    Rates and Payment Dates	
                     32

                  
	 	Section
                    2.13.	Computation
                    of Interest and Fees	
                     32

                  
	 	Section
                    2.14.	Inability
                    to Determine Interest Rate	
                     32

                  
	 	Section
                    2.15.	Pro
                    Rata Treatment and Payments	
                     33

                  
	 	Section
                    2.16.	Requirements
                    of Law	
                     34

                  
	 	Section
                    2.17.	Taxes	
                     35

                  
	 	Section
                    2.18.	Indemnity	
                     36

                  
	 	 Section
                    2.19.	Change
                    of Lending Office	
                     37

                  
	 	 Section
                    2.20.	Replacement
                    of Lenders	
                     37

                  


          

                                                                

          
            
              	SECTION 3.
                      [RESERVED]	
                      38

                    


            

             

            
              
                
                  
                    	SECTION 4. REPRESENTATIONS
                            AND
                            WARRANTIES	
                            38

                          
	 	 	 	
                             

                          
	 	Section
                            4.1.	
                            Financial
                              Condition

                          	
                            38

                          
	 	Section
                            4.2.	
                            No
                              Change

                          	
                             38

                          
	 	Section
                            4.3.	Existence;
                            Compliance with Law	
                             38

                          
	 	Section
                            4.4.	Power;
                            Authorization; Enforceable Obligations	
                             38

                          
	 	Section
                            4.5.	No
                            Legal Bar	
                            39

                          
	 	Section
                            4.6.	Litigation	
                             39

                          
	 	Section
                            4.7.	No
                            Default	
                             39

                          
	 	Section
                            4.8.	
                            Ownership
                              of Property; Liens

                          	
                             39

                          
	 	Section
                            4.9.	
                            Intellectual
                              Property

                          	
                             39

                          
	 	Section
                            4.10.	Taxes	
                             39

                          
	 	Section 4.11.	Federal
                            Regulations	
                            39

                          


                  

                  
                    	
                          	Section
                            4.12.	
                            Labor
                              Matters

                          	
                            40

                          
	 	Section
                            4.13.	ERISA	
                            40

                          
	 	Section
                            4.14.	Investment
                            Company Act; Other Regulations	
                             40

                          
	 	Section
                            4.15.	Subsidiaries	
                            40

                          
	 	Section
                            4.16.	Use
                            of Proceeds	
                             40

                          
	 	Section 4.17.	Environmental Matters	
                            41

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
                    
                      

                        Page

                         

                      

                      
                        
                          
                            
                              	 	Section
                                      4.18.	
                                      Certain
                                        Cable Television Matters

                                    	
                                       41

                                    
	 	Section
                                      4.19.	
                                      Accuracy
                                        of Information, Etc.

                                    	
                                       42

                                    
	 	Section
                                      4.20.	Security
                                      Interests	
                                       42

                                    
	 	Section
                                      4.21.	Solvency	
                                       43

                                    
	 	Section
                                      4.22.	Certain
                                      Tax Matters	
                                       43

                                    


                            

                             

                          

                        

                      

                    

                    
                      
                        
                          	SECTION
                                  5. CONDITIONS PRECEDENT	
                                  43

                                
	 	 	 	 
	 	Section
                                  5.1.	
                                  
                                    Conditions
                                      to Initial Borrowing

                                  

                                	
                                  43

                                
	 	Section
                                  5.2.	
                                  Conditions
                                    to the Extension of Credit

                                	
                                   43

                                


                        

                      

                    

                  

                

              

            

             

          

        

        
          
            	SECTION 6. COVENANTS	
                    44

                  
	 	 	 	
                     

                  
	 	Section
                    6.1.	
                    [RESERVED]

                  	
                    44

                  
	 	Section
                    6.2.	
                    
                      [RESERVED]

                    

                  	
                    44

                  
	 	Section
                    6.3.	Reports	
                     45

                  
	 	Section
                    6.4.	Compliance
                    Certificate	
                     45

                  
	 	Section
                    6.5.	Payment
                    of Taxes	
                    45

                  
	 	Section
                    6.6	Stay,
                    Extension and Usury Laws	
                     45

                  
	 	Section
                    6.7.	Restricted
                    Payments	
                     45

                  
	 	Section
                    6.8.	
                    Investments

                  	
                     48

                  
	 	Section
                    6.9.	
                    Dividend
                      and Other Payment Restrictions Affecting Subsidiaries

                  	
                     49

                  
	 	Section
                    6.10.	Incurrence
                    of Indebtedness and Issuance of Preferred Stock	
                     50

                  
	 	Section 6.11.	Asset Sales	
                     53

                  
	 	Section
                    6.12.	Sales
                    and Leasebacks	
                     55

                  
	 	Section
                    6.13.	Transactions
                    with Affiliates	
                     55

                  
	 	Section
                    6.14.	Liens	
                     56

                  
	 	Section
                    6.15.	Existence	
                     56

                  
	 	Section
                    6.16.	Change
                    of Control	
                     56

                  
	 	Section
                    6.17.	Limitations
                    on Issuances of Guarantees of Indebtedness	
                     57

                  
	 	Section
                    6.18.	[RESERVED]	
                     58

                  
	 	Section
                    6.19.	Application
                    of Fall-Away Covenants	
                     58

                  
	 	Section
                    6.20.	Fundamental
                    Changes	
                     58

                  


          

           

          
            
              
                
                  
                    	SECTION
                            7. [RESERVED]	
                            59

                          


                  

                

              

               

            

          

          
            
              
                
                  
                    
                      	SECTION
                              8. EVENTS OF
                              DEFAULT	
                              59

                            


                    

                    
                      
                        	 	 	 	 
	 	Section
                                8.1	Events
                                of Default	
                                59

                              


                      

                      
                        	
                              	Section
                                8.2.	
                                
                                  Acceleration

                                

                              	
                                61

                              
	 	Section
                                8.3.	Other
                                Remedies	
                                 61

                              
	 	Section
                                8.4.	Waiver
                                of Existing Defaults	
                                 61

                              
	 	Section
                                8.5.	Priorities	
                                 61

                              


                      

                    

                     

                    
                      	SECTION
                              9. THE AGENTS	
                              62

                            
	 	 	 	 
	 	Section
                              9.1	Appointment	
                              62

                            


                    

                    
                      	
                            	Section
                              9.2.	
                              
                                Delegation
                                  of Duties

                              

                            	
                              62

                            
	 	Section
                              9.3.	Exculpatory
                              Provisions	
                               62

                            


                    

                    
                      	
                            	Section
                              9.4.	Reliance
                              by Administrative Agent	
                               62

                            
	 	Section
                              9.5.	Notice
                              of Default	
                               63

                            
	 	Section
                              9.6.	Non-Reliance
                              on Agents and Other Lenders	
                               63

                            
	 	Section
                              9.7.	Indemnification	
                               63

                            
	 	Section
                              9.8.	Agent
                              in Its Individual Capacity	
                               64

                            
	 	Section
                              9.9.	Successor
                              Administrative Agent	
                              64

                            


                    

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    
                       

                      
                        
                          Page

                           

                        

                        
                          
                            
                              
                                
                                  	 	Section
                                          9.10.	Co-Documentation
                                          Agents and Co-Syndication Agents	
                                          64

                                        
	 	Section
                                          9.11.	Intercreditor
                                          Agreement	
                                          64

                                        


                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
            
              	SECTION
                      10. MISCELLANEOUS	
                      64

                    
	 	 	 	 
	 	Section
                      10.1	
                      
                        Amendments
                          and Waivers

                      

                    	
                       64

                    
	 	Section
                      10.2	
                      
                        Notices

                      

                    	
                      66

                    
	 	Section 10.3	
                      No
                        Waiver; Cumulative Remedies

                    	
                       67

                    
	 	Section 10.4	Survival
                      of Representations and Warranties	
                       67

                    
	 	Section
                      10.5	Payment
                      of Expenses and Taxes	
                       67

                    
	 	Section
                      10.6	Successors
                      and Assigns; Participations and Assignments	
                       68

                    
	 	Section
                      10.7	
                      Adjustments;
                        Set-off

                    	
                      71

                    
	 	Section
                      10.8	Counterparts	
                       71

                    
	 	Section
                      10.9	Severability	
                       71

                    
	 	Section
                      10.10	Integration	
                       72

                    
	 	Section
                      10.11	GOVERNING
                      LAW	
                       72

                    
	 	Section
                      10.12	Submission
                      to Jurisdiction; Waivers	
                      72

                    
	 	Section
                      10.13	Acknowledgments	
                      72

                    
	 	Section
                      10.14	Release
                      of Liens	
                      73

                    
	 	Section
                      10.15	Confidentiality	
                       73

                    
	 	Section
                      10.16	WAIVERS
                      OF JURY TRIAL	
                       74

                    
	 	Section
                      10.17	USA
                      Patriot Act	
                       74

                    


            

          

           

        

      

    

     

    SCHEDULES:

     

    1.1 Term
      Commitments

    4.15 Subsidiaries

    4.20(a)
       UCC
      Filing Jurisdictions

    


    EXHIBITS:

     

    A Form
      of
      Pledge Agreement

    B Form
      of
      Intercreditor Agreement

    C Form
      of
      Closing Certificate

    D [RESERVED]

    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 [RESERVED]

    I Form
      of
      Notice of Borrowing

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    CREDIT
      AGREEMENT, dated as of March 6, 2007, among CCO HOLDINGS, LLC, a Delaware
      limited liability company (the “Borrower”),
      the
      several banks and other financial institutions or entities from time to time
      parties to this Agreement (the “Lenders”),
      BANK
      OF AMERICA, N.A., as Administrative Agent (in such capacity, together with
      any
      successor, the “Administrative
      Agent”),
      BANC
      OF
      AMERICA SECURITIES LLC
      and
J.P.
      MORGAN SECURITIES INC.,
      as
      co-syndication agents (in such capacity, the “Co-Syndication
      Agents”),
      and
      CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE
      BANK SECURITIES INC., as co-documentation agents (in such capacity, the
“Co-Documentation
      Agents”).

     

    W
      I T
      N E S S E T H
      :

     

    WHEREAS,
      the parties hereto wish to provide for the making of Loans and Incremental
      Loans
      (each as defined below) by the Lenders to the Borrower on the terms set forth
      herein.

     

    NOW,
      THEREFORE, in consideration of the above premises, the parties hereto hereby
      agree 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.

     

    “Acquired
      Debt”:
      with
      respect to any specified Person:

     

    (1) Indebtedness
      of any other Person existing at the time such other Person is merged with or
      into or became a Subsidiary of such specified Person, whether or not such
      Indebtedness is incurred in connection with, or in contemplation of, such other
      Person merging with or into, or becoming a Subsidiary of, such specified Person;
      and

     

    (2) Indebtedness
      secured by a Lien encumbering any asset acquired by such specified
      Person.

    


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

     

    “Affiliate”:
      as to
      any specified Person, any other Person directly or indirectly controlling or
      controlled by or under direct or indirect common control with such specified
      Person. For purposes of this definition, “control,” as used with respect to any
      Person, shall mean the possession, directly or indirectly, of the power to
      direct or cause the direction of the management or policies of such Person,
      whether through the ownership of voting securities, by agreement or otherwise;
      provided
      that
      beneficial ownership of 10% or more of the Voting Stock of a Person shall be
      deemed to be control. For purposes of this definition, the terms “controlling,”
“controlled by,” and “under common control with” shall have correlative
      meanings.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Affiliate
      Transaction”:
      as
      defined in Section 6.13.

     

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

     

    “Aggregate
      Exposure”:
      with
      respect to any Lender at any time, an amount equal to the sum of (1) the
      aggregate Term Commitment of such Lender in effect at such time and (2) the
      aggregate then unpaid principal amount of such Lender’s Loans.

     

    “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
      Credit Agreement, as further amended, supplemented or otherwise modified from
      time to time.

     

    “Applicable
      Margin”:
      (a) with respect to ABR Loans other than Incremental Loans, 1.5% per annum
      and, with respect to Eurodollar Loans other than Incremental Loans, 2.50% per
      annum; and

     

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

     

    “Approved
      Fund”:
      as
      defined in Section 10.6.

     

    “Asset
      Acquisition”
means
      (a) an Investment by the Borrower or any of its Restricted Subsidiaries in
      any other Person pursuant to which such Person shall become a Restricted
      Subsidiary of the Borrower or any of its Restricted Subsidiaries or shall be
      merged with or into the Borrower or any of its Restricted Subsidiaries, or
      (b) the acquisition by the Borrower or any of its Restricted Subsidiaries
      of the assets of any Person which constitute all or substantially all of the
      assets of such Person, any division or line of business of such Person or any
      other properties or assets of such Person other than in the ordinary course
      of
      business.

     

    “Asset
      Sale”:

     

    (1) the
      sale,
      lease, conveyance or other disposition of any assets or rights by the Borrower
      or a Restricted Subsidiary, other than sales of inventory in the ordinary course
      of the Cable Related Business; provided
      that the
      sale, conveyance or other disposition of all or substantially all of the assets
      of the Borrower and its Subsidiaries, taken as a whole, shall be governed by
      Section 6.19 and/or Section 6.16 and not by the provisions of
      Section 6.11; and

     

    (2) the
      issuance of Equity Interests by any Restricted Subsidiary of the Borrower or
      the
      sale by the Borrower or any Restricted Subsidiary of the Borrower of Equity
      Interests of any Restricted Subsidiary of the Borrower.

     

    Notwithstanding
      the preceding, the following items shall not be deemed to be Asset
      Sales:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (1) any
      single transaction or series of related transactions that: (a) involves
      assets having a fair market value of less than $100 million; or (b) results
      in net proceeds to the Borrower and its Restricted Subsidiaries of less than
      $100 million;

     

    (2) a
      transfer of assets between or among the Borrower and/or its Restricted
      Subsidiaries;

     

    (3) an
      issuance of Equity Interests by a Restricted Subsidiary of the Borrower to
      the
      Borrower or to another Wholly Owned Restricted Subsidiary of the
      Borrower;

     

    (4) a
      Restricted Payment that is permitted by Section 6.7, a Restricted
      Investment that is permitted by Section 6.8 or a Permitted
      Investment;

     

    (5) the
      incurrence of Liens not prohibited by this Agreement and the disposition of
      assets related to such Liens by the secured party pursuant to a foreclosure;
      and

     

    (6) any
      disposition of cash or Cash Equivalents.

     

    “Asset
      Sale Offer”:
      as
      defined in Section 6.11.

     

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

     

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

     

    “Attributable
      Debt”:
      in
      respect of a sale and leaseback transaction, 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
      option of the lessee, 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 CATV Franchises, FCC Licenses and Pole Agreements.

     

    
      “Bank
        of America” means Bank of America, N.A. and its successors.

       

    

    “Bankruptcy
      Law”:
      Title
      11, U.S. Code or any federal or state law of any jurisdiction relating to
      bankruptcy, insolvency, winding up, liquidation, reorganization or relief of
      debtors.

     

    “Beneficial
      Owner”
has
      the
      meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
      Exchange Act, except that in calculating the beneficial ownership of any
      particular “person” (as such term is used in Section 13(d)(3) of the
      Exchange Act) such “person” shall be deemed to have beneficial ownership of all
      securities that such “person” has the right to acquire, whether such right is
      currently exercisable or is exercisable only upon the occurrence of a subsequent
      condition.

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    “Board
      of Directors”:
      the
      board of directors or comparable governing body of CCI or, if so specified,
      the
      Borrower, in either case, as constituted as of the date of any determination
      required to be made, or action required to be taken, pursuant to this
      Agreement.

     

    “Borrower”:
      as
      defined in the preamble hereto.

     

    “Borrowing
      Date”:
      each
      Business Day specified by the Borrower in a Notice of Borrowing as the date
      on
      which the Borrower requests the relevant Lenders to make the Loans hereunder;
      provided that in no event shall any Borrowing Date (other than for Incremental
      Loans) occur after April 15, 2007.

     

    “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 London interbank eurodollar
      market.

     

    “Cable
      Related Business”:
      the
      business of owning cable television systems and businesses ancillary,
      complementary or related thereto.

     

    “Capital
      Lease Obligation”:
      at the
      time any determination thereof is to be made, the amount of the liability in
      respect of a capital lease that would at that time be required to be capitalized
      on a balance sheet in accordance with GAAP.

     

    “Capital
      Stock”:

     

    (1) in
      the
      case of a corporation, corporate stock;

     

    (2) in
      the
      case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock;

     

    (3) in
      the
      case of a partnership or limited liability company, partnership or membership
      interests (whether general or limited); and

     

    (4) any
      other
      interest (other than any debt obligation) or participation that confers on
      a
      Person the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.

    


    “Capital
      Stock Sale Proceeds”:
      the
      aggregate net proceeds (including the fair market value of the non-cash
      proceeds, as determined by an independent appraisal firm) received by the
      Borrower from and after October 1, 2003, in each case:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (1) as
      a
      contribution to the common equity capital or from the issue or sale of Equity
      Interests (other than Disqualified Stock and other than issuances or sales
      to a
      Subsidiary of the Borrower) of the Borrower after October 1, 2003,
      or

     

    (2) from
      the
      issue or sale of convertible or exchangeable Disqualified Stock or convertible
      or exchangeable debt securities of the Borrower that have been converted into
      or
      exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Subsidiary of the
      Borrower).

    


    “Cash
      Equivalents”:

     

    (1) United
      States dollars;

     

    (2) securities
      issued or directly and fully guaranteed or insured by the United States
      government or any agency or instrumentality thereof (provided
      that the
      full faith and credit of the United States is pledged in support thereof) having
      maturities of not more than twelve months from the date of
      acquisition;

     

    (3) certificates
      of deposit and eurodollar time deposits with maturities of twelve months or
      less
      from the date of acquisition, bankers’ acceptances with maturities not exceeding
      six months and overnight bank deposits, in each case, with any domestic
      commercial bank having combined capital and surplus in excess of $500 million
      and a Thompson Bank Watch Rating at the time of acquisition of “B” or
      better;

     

    (4) repurchase
      obligations with a term of not more than seven days for underlying securities
      of
      the types described in clauses (2) and (3) above entered into with any
      financial institution meeting the qualifications specified in clause (3)
      above;

     

    (5) commercial
      paper having a rating at the time of acquisition of at least “P-1” from Moody’s
      or at least “A-1” from S&P and in each case maturing within twelve months
      after the date of acquisition;

     

    (6) corporate
      debt obligations maturing within twelve months after the date of acquisition
      thereof, rated at the time of acquisition at least “Aaa” or “P-1” by Moody’s or
“AAA” or “A-1” by S&P;

     

    (7) auction-rate
      Preferred Stocks of any corporation maturing not later than 45 days after the
      date of acquisition thereof, rated at the time of acquisition at least “Aaa” by
      Moody’s or “AAA” by S&P;

     

    (8) securities
      issued by any state, commonwealth or territory of the United States, or by
      any
      political subdivision or taxing authority thereof, maturing not later than
      six
      months after the date of acquisition thereof, rated at the time of acquisition
      at least “A” by Moody’s or S&P; and

     

    (9) money
      market or mutual funds at least 90% of the assets of which constitute Cash
      Equivalents of the kinds described in clauses (1) through (8) 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 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      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
      I”:
      CCH I,
      LLC, a Delaware limited liability company, and any successor Person
      thereto.

     

    “CCH I
      Indenture”:
      collectively (a) the indenture pursuant to which the CCH I Notes were
      issued and (b) any indentures, note purchase agreements or similar documents
      entered into by CCH I and/or CCH I Capital Corp. on or after the
      Effective Date for the purpose of incurring Indebtedness in exchange for, or
      the
      proceeds of which are used to refinance, any of the Indebtedness outstanding
      under the CCH I Indenture described in the foregoing clause (a), in each
      case, together with all instruments and other agreements entered into by
      CCH I or CCH I Capital Corp. in connection therewith, as the same may
      be refinanced, replaced, amended, supplemented or otherwise modified from time
      to time.

     

    “CCH I
      Notes”:
      the
      11.00% Senior Secured Notes due 2015 issued by CCH I and CCH I Capital
      Corp.

     

    “CCH
      II”:
      CCH
      II, LLC, a Delaware limited liability company, and any successor Person
      thereto.

     

    “CCH
      II
      Indentures”:
      collectively, (a) the indentures entered into by CCH II and CCH II Capital
      Corp., a Delaware corporation, with respect to their 10.25% Senior Notes due
      2010 and their 10.25% Senior Notes due 2013 and (b) any indentures, note
      purchase agreements or similar documents entered into by CCH II and/or CCH
      II
      Capital Corp. for the purpose of incurring Indebtedness in exchange for, or
      the
      proceeds of which are used to refinance, any of the Indebtedness outstanding
      under the CCH II Indentures described in the foregoing clause (a), in each
      case,
      together with all instruments and other agreements entered into by CCH II or
      CCH
      II Capital Corp. in connection therewith, as the same may be refinanced,
      replaced, amended, supplemented or otherwise modified from time to
      time.

     

    “CCHC”:
      CCHC,
      LLC, a Delaware limited liability company, and any successor Person
      thereto.

     

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

     

    “CCI
      Indentures”:
      collectively, (a) the indenture entered into by CCI with respect to its 5.875%
      Convertible Senior Notes due 2009, and (b) any indentures, note purchase
      agreements or similar documents entered into by CCI for the purpose of incurring
      Indebtedness in exchange for, or the proceeds of which are used to refinance,
      any of the Indebtedness outstanding under the CCI Indenture described in the
      foregoing clause (a), in each case, together with all instruments and other
      agreements entered into by CCI in connection therewith, as the same may be
      refinanced, replaced, amended, supplemented or otherwise modified from time
      to
      time.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “CCO”:
      Charter Communications Operating, LLC, a Delaware limited liability company,
      and
      any successor Person thereto.

     

    “CCO
      First Lien Administrative Agent”:
      JPMorgan Chase Bank, N.A.

     

    “CCO
      First Lien Credit Agreement”:
      the
      Amended and Restated Credit Agreement dated as of March 18, 1999, as amended
      and
      restated as of April 27, 2004 and April 28, 2006 and as further amended and
      restated as of March 6, 2007, among CCO, the Borrower, the financial
      institutions from time to time parties thereto, the CCO First Lien
      Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A.,
      as
      syndication agents, Citigroup Global Markets Inc., Deutsche Bank Securities
      Inc., General Electric Capital Corporation and Credit Suisse Securities (USA)
      LLC, as revolving facility co-documentation agents, and Citigroup Global Markets
      Inc., Credit Suisse Securities (USA) LLC, General Electric Capital Corporation
      and Deutsche Bank Securities Inc., as term facility co-documentation agents,
      as
      such agreement may be amended, restated, modified, renewed, refunded, replaced
      or refinanced in whole or in part from time to time.

     

    “CCO
      Senior Note Indenture”:
      collectively, (a) the indenture entered into by CCO and Charter Communications
      Operating Capital Corp. with respect to its 8% Senior Second Lien Notes due
      2012
      and its 8 3/8% Senior Second Lien Notes due 2014 and (b) any indentures, note
      purchase agreements or similar documents entered into by CCO and/or Charter
      Communications Operating Capital Corp. for the purpose of incurring Indebtedness
      in exchange for, or the proceeds of which are used to refinance, any of the
      Indebtedness outstanding under the CCO Senior Note Indenture described in the
      foregoing clause (a), in each case, together with all instruments and other
      agreements entered into by CCO or Charter Communications Operating Capital
      Corp.
      in connection therewith, as the same may be refinanced, replaced, amended,
      supplemented or otherwise modified from time to time.

     

    “Change
      of Control”:
      the
      occurrence of any of the following:

     

    (1) the
      sale,
      transfer, conveyance or other disposition (other than by way of merger or
      consolidation), in one or a series of related transactions, of all or
      substantially all of the assets of the Borrower and its Subsidiaries, taken
      as a
      whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person”
(as such term is used in Section 13(d)(3) of the Exchange Act) other than
Paul
      G.
      Allen and the Related Parties;

     

    (2) the
      adoption of a plan relating to the liquidation or dissolution of the Borrower
      or
      a Parent (except the liquidation of any Parent into any other
      Parent);

     

    (3) the
      consummation of any transaction, including any merger or consolidation, the
      result of which is that any “person” (as defined above) other than Paul G. Allen
      and Related Parties becomes the Beneficial Owner, directly or indirectly, of
      more than 35% of the Voting Stock of the Borrower or a Parent, measured by
      voting power rather than the number of shares, unless Paul G. Allen or a Related
      Party Beneficially Owns, directly or indirectly, a greater percentage of Voting
      Stock of the Borrower or such Parent, as the case may be, measured by voting
      power rather than the number of shares, than such person;

     

    (4) after
      the
      Effective Date, the first day on which a majority of the members of the Board
      of
      Directors of CCI are not Continuing Directors;

     

    (5) the
      Borrower or a Parent consolidates with, or merges with or into, any Person,
      or
      any Person consolidates with, or merges with or into, the Borrower or a Parent,
      in any such 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      event
        pursuant to a transaction in which any of the outstanding Voting Stock of
        the
        Borrower or such Parent is converted into or exchanged for cash, securities
        or
        other property, other than any such transaction where the Voting Stock of
        the
        Borrower or such Parent outstanding immediately prior to such transaction
        is
        converted into or exchanged for Voting Stock (other than Disqualified Stock)
        of
        the surviving or transferee Person constituting a majority of the outstanding
        shares of such Voting Stock of such surviving or transferee Person immediately
        after giving effect to such issuance; or

    

     

    (6) (i) Charter
      Communications Holding Company, LLC shall cease to own beneficially, directly
      or
      indirectly, 100% of the Capital Stock of Charter Holdings or (ii) Charter
      Holdings shall cease to own beneficially, directly or indirectly, 100% of the
      Capital Stock of the Borrower.

    


    “Change
      of Control Offer”:
      as
      defined in Section 6.16.

     

    “Change
      of Control Payment”:
      as
      defined in Section 6.16.

     

    “Change
      of Control Payment Date”:
      as
      defined in Section 6.16.

     

    “Charter
      Holdings”:
      Charter Communications Holdings, LLC, a Delaware limited liability company,
      and
      any successor Person thereto.

     

    “Charter
      Holdings Indentures”:
      collectively (a) the indentures entered into by Charter Holdings and
      Charter Communications Holdings Capital Corporation in connection with the
      issuance of the 8.250% Senior Notes Due 2007 dated March 1999, 8.625% Senior
      Notes Due 2009 dated March 1999, 9.920% Senior Discount Notes Due 2011 dated
      March 1999, 10.00% Senior Notes Due 2009 dated January 2000, 10.250% Senior
      Notes Due 2010 dated January 2000, 11.750% Senior Discount Notes Due 2010 dated
      January 2000, 10.75% Senior Notes Due 2009 dated January 2001, 11.125% Senior
      Notes Due 2011 dated January 2001, 13.50% Senior Discount Notes Due 2011 dated
      January 2001, 9.625% Senior Notes Due 2009 dated May 2001, 10.00% Senior Notes
      Due 2011 dated May 2001, 11.750% Senior Discount Notes Due 2011 dated May 2001,
      9.625% Senior Notes Due 2009 dated January 2002, 10.00% Senior Notes Due 2011
      dated January 2002, and 12.125% Senior Discount Notes Due 2012 dated January
      2002, and (b) any indentures, note purchase agreements or similar documents
      entered into by Charter Holdings and/or Charter Communications Holdings Capital
      Corporation on or after the Effective Date for the purpose of incurring
      Indebtedness in exchange for, or proceeds of which are used to refinance, any
      of
      the Indebtedness described in the foregoing clause (a), in each case,
      together with all instruments and other agreements entered into by Charter
      Holdings or Charter Communications Holdings Capital Corporation in connection
      therewith, as the same may be refinanced, replaced, amended, supplemented or
      otherwise modified from time to time.

     

    “Charter
      Refinancing Indebtedness”:
      any
      Indebtedness of a Charter Refinancing Subsidiary issued in exchange for, or
      the
      net proceeds of which are used within 90 days after the date of issuance thereof
      to extend, repay, refinance, renew, replace, defease, purchase, acquire or
      refund (including successive extensions, refinancings, renewals, replacements,
      defeasances, purchases, acquisitions or refunds), (i) Indebtedness initially
      incurred under any one or more of the CCI Indentures, the Charter Holdings
      Indentures, the CIH Indenture, the CCH I Indenture, the CCH II Indentures,
      the
      Holdings Indentures or this Agreement or (ii) any other Indebtedness of the
      Borrower or any Restricted Subsidiary of the Borrower up to an aggregate
      principal amount of $1.5 billion pursuant to this clause (ii); provided
      that:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (1) the
      principal amount (or accreted value, if applicable) of such Charter Refinancing
      Indebtedness does not exceed the principal amount (or accreted value, if
      applicable) of, plus accrued interest and premium, if any, on the Indebtedness
      so extended, refinanced, renewed, replaced, defeased, purchased, acquired or
      refunded (plus the amount of reasonable fees, commissions and expenses incurred
      in connection therewith); and

     

    (2) such
      Charter Refinancing Indebtedness has a final maturity date later than the final
      maturity date of, and has a Weighted Average Life to Maturity equal to or
      greater than the Weighted Average Life to Maturity of, the Indebtedness being
      extended, refinanced, renewed, replaced, defeased, purchased, acquired or
      refunded.

    


    “Charter
      Refinancing Subsidiary”:
      any
      direct or indirect, wholly owned Subsidiary (and any related corporate
      co-obligor if such Subsidiary is a limited liability company or other
      association not taxed as a corporation) of CCI or Charter Communications Holding
      Company, LLC, which is or becomes a Parent.

     

    “CIH”:
      CCH I
      Holdings, LLC, a Delaware limited liability company, and any successor Person
      thereto.

     

    “CIH
      Indenture”:
      collectively (a) the indenture pursuant to which the CIH Notes were issued
      and (b) any indentures, note purchase agreements or similar documents
      entered into by CIH and/or CCH I Holdings Capital Corp. on or after the
      Effective Date for the purpose of incurring Indebtedness in exchange for, or
      the
      proceeds of which are used to refinance, any of the Indebtedness outstanding
      under the CIH Indenture described in the foregoing clause (a), in each
      case, together with all instruments and other agreements entered into by CIH
      or
      CCH I Holdings Capital Corp. in connection therewith, as the same may be
      refinanced, replaced, amended, supplemented or otherwise modified from time
      to
      time.

     

    “CIH
      Notes”:
      each
      of the following series of notes issued by CIH and CCH I Holdings Capital Corp.:
      The 11.125% Senior Accreting Notes Due 2014, the 9.920% Senior Accreting Notes
      Due 2014, the 10.00% Senior Accreting Notes Due 2014, the 11.75% Senior
      Accreting Notes Due 2014, the 13.50% Senior Accreting Notes Due 2014, and the
      12.125% Senior Accreting Notes Due 2015.

     

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

     

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

     

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

     

    “Collateral”:
      the
      assets that from time to time secure the Loans.

     

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

     

    “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 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

      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 this Agreement, including materials
      incorporated by reference therein.

     

    “Consolidated
      EBITDA”:
      with
      respect to any Person, for any period, the consolidated net income (or net
      loss)
      of such Person and its Restricted Subsidiaries for such period calculated in
      accordance with GAAP plus, to the extent such amount was deducted in calculating
      such net income:

     

    (1) Consolidated
      Interest Expense;

     

    (2) income
      taxes;

     

    (3) depreciation
      expense;

     

    (4) amortization
      expense;

     

    (5) all
      other
      non-cash items, extraordinary items and nonrecurring and unusual items
      (including any restructuring charges and charges related to litigation
      settlements or judgments) and the cumulative effects of changes in accounting
      principles reducing such net income, less all non-cash items, extraordinary
      items, nonrecurring and unusual items and cumulative effects of changes in
      accounting principles increasing such net income;

     

    (6) amounts
      actually paid during such period pursuant to a deferred compensation plan;
      and

     

    (7) for
      purposes of Section 6.10 only, Management Fees;

     

    all
      as
      determined on a consolidated basis for such Person and its Restricted
      Subsidiaries in conformity with GAAP, provided
      that
      Consolidated EBITDA shall not include:

     

    (x) the
      net
      income (or net loss) of any Person that is not a Restricted Subsidiary
      (“Other
      Person”),
      except (i) with respect to net income, to the extent of the amount of
      dividends or other distributions actually paid to such Person or any of its
      Restricted Subsidiaries by such Other Person during such period; and
      (ii) with respect to net losses, to the extent of the amount of investments
      made by such Person or any Restricted Subsidiary of such Person in such Other
      Person during such period;

     

    (y) solely
      for the purposes of calculating the amount of Restricted Payments that may
      be
      made pursuant to Section 6.7(c)(3) (and in such case, except to the extent
      includable pursuant to clause (x) above), the net income (or net loss) of
      any Other Person accrued prior to the date it becomes a Restricted Subsidiary
      or
      is merged into or consolidated with such Person or any Restricted Subsidiaries
      or all or substantially all of the property and assets of such Other Person
      are
      acquired by such Person or any of its Restricted Subsidiaries; and

     

    (z) the
      net
      income of any Restricted Subsidiary of the Borrower to the extent that the
      declaration or payment of dividends or similar distributions by such Restricted
      Subsidiary of such 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

      net
        income is not at the time of determination of such Consolidated EBITDA permitted
        by the operation of the terms of such Restricted Subsidiary’s charter or any
        agreement, instrument, judgment, decree, order, statute, rule or governmental
        regulation applicable to such Restricted Subsidiary (other than any agreement
        or
        instrument evidencing Indebtedness or Preferred Stock (i) outstanding on
        the Effective Date, or (ii) incurred or issued thereafter in compliance
        with Section 6.10, provided
        that
        (a) the terms of any such agreement or instrument (other than Existing
        Indebtedness and any modifications, increases or refinancings that are not
        materially more restrictive taken as a whole) restricting the declaration
        and
        payment of dividends or similar distributions apply only in the event of
        a
        default with respect to a financial covenant or a covenant relating to payment,
        beyond any applicable period of grace, contained in such agreement or
        instrument; (b) such terms are determined by such Person to be customary in
        comparable financings; and (c) such restrictions are determined by the
        Borrower not to materially affect the Borrower's ability to make principal
        or
        interest payments on the Loans when due).

    

    


    “Consolidated
      Indebtedness”:
      with
      respect to any Person as of any date of determination, the sum, without
      duplication, of:

     

    (1) the
      total
      amount of outstanding Indebtedness of such Person and its Restricted
      Subsidiaries, plus

     

    (2) the
      total
      amount of Indebtedness of any other Person that has been Guaranteed by the
      referent Person or one or more of its Restricted Subsidiaries, plus

     

    (3) the
      aggregate liquidation value of all Disqualified Stock of such Person and all
      Preferred Stock of Restricted Subsidiaries of such Person, in each case,
      determined on a consolidated basis in accordance with GAAP.

    


    “Consolidated
      Interest Expense”:
      with
      respect to any Person for any period, without duplication, the sum
      of:

     

    (1) the
      consolidated interest expense of such Person and its Restricted Subsidiaries
      for
      such period, whether paid or accrued (including amortization or original issue
      discount, non-cash interest payments, the interest component of any deferred
      payment obligations, the interest component of all payments associated with
      Capital Lease Obligations, commissions, discounts and other fees and charges
      incurred in respect of letter of credit or bankers’ acceptance financings, and
      net payments (if any) pursuant to Hedging Obligations); 

     

    (2) the
      consolidated interest expense of such Person and its Restricted Subsidiaries
      that was capitalized during such period; and

     

    (3) any
      interest expense on Indebtedness of another Person that is guaranteed by such
      Person or one of its Restricted Subsidiaries or secured by a Lien on assets
      of
      such Person or one of its Restricted Subsidiaries (whether or not such Guarantee
      or Lien is called upon);

    


    in
      each
      case, on a consolidated basis and in accordance with GAAP, excluding, however,
      any amount of such interest of any Restricted Subsidiary of the referent Person
      if the net income of such Restricted Subsidiary is excluded in the calculation
      of Consolidated EBITDA pursuant to clause (z) of the definition thereof
      (but only in the same proportion as the net income of such Restricted Subsidiary
      is excluded from the calculation of Consolidated EBITDA pursuant to
      clause (z) of the definition thereof).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Continuing
      Directors”:
      as of
      any date of determination, any member of the Board of Directors of CCI
      who:

     

    (1) was
      a
      member of the Board of Directors of CCI on the Effective Date; or

     

    (2) was
      nominated for election or elected to the Board of Directors of CCI with the
      approval of a majority of the Continuing Directors who were members of such
      Board of Directors of CCI at the time of such nomination or election or whose
      election or appointment was previously so approved.

    


    “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.

     

    “Credit
      Facilities”:
      with
      respect to the Borrower and/or its Restricted Subsidiaries, one or more debt
      facilities or commercial paper facilities (including the CCO First Lien Credit
      Agreement), in each case with banks or other lenders (other than a Parent of
      the
      Borrower) providing for revolving credit loans, term loans, receivables
      financing (including through the sale of receivables to such lenders or to
      special purpose entities formed to borrow from such lenders against such
      receivables) or letters of credit, in each case, as amended, restated, modified,
      renewed, refunded, replaced or refinanced in whole or in part from time to
      time.

     

    “Default”:
      any
      event that is, or with the passage of time or the giving of notice or both
      would
      be, an Event of Default.

     

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

     

    “Disposition”:
      with
      respect to any Person, any merger, consolidation or other business combination
      involving such Person (whether or not such Person is the surviving Person)
      or
      the sale, assignment, transfer, lease or conveyance, or other disposition of
      all
      or substantially all of such Person’s assets or Capital Stock.

     

    “Disqualified
      Stock”:
      any
      Capital Stock that, by its terms (or by the terms of any security into which
      it
      is convertible, or for which it is exchangeable, in each case at the option
      of
      the holder thereof), or upon the happening of any event, matures or is
      mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
      or
      redeemable at the option of the holder thereof, in whole or in part, on or
      prior
      to the date that is 91 days after the Maturity Date. Notwithstanding the
      preceding sentence, any Capital Stock that would constitute Disqualified Stock
      solely because the holders thereof have the right to require the Borrower to
      repurchase such Capital Stock upon the occurrence of a change of control or
      an
      asset sale shall not constitute Disqualified Stock if the terms of such Capital
      Stock provide that the Borrower may not repurchase or redeem any such Capital
      Stock pursuant to such provisions unless such repurchase or redemption complies
      with Section 6.7.

     

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

     

    “Effective
      Date”:
      March
      6, 2007.

     

    “Effective
      Date Indebtedness”:
      as
      defined in Section 6.10.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “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”:
      Capital Stock and all warrants, options or other rights to acquire Capital
      Stock
      (but excluding any debt security that is convertible into, or exchangeable
      for,
      Capital Stock).

     

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

     

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

     

    
      “Eurodollar
        Rate”: means, for any Interest Period with respect to a Eurodollar Loan, the
        rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
        LIBOR”), as published by Reuters (or other commercially available source
        providing quotations of BBA LIBOR as designated by the Administrative Agent
        from
        time to time) at approximately 11:00 a.m., London time, two Business Days
        prior
        to the commencement of such Interest Period, for Dollar deposits (for delivery
        on the first day of such Interest Period) with a term equivalent to such
        Interest Period. If such rate is not available at such time for any reason,
        then
        the “Eurodollar Rate” for such Interest Period shall be the rate per annum
        determined by the Administrative Agent to be the rate at which deposits in
        Dollars for delivery on the first day of such Interest Period in same day
        funds
        in the approximate amount of the Eurodollar Loan being made, continued or
        converted by Bank of America and with a term equivalent to such Interest
        Period
        would be offered by Bank of America’s London Branch to major banks in the London
        interbank eurodollar market at their request at approximately 11:00 a.m.
        (London
        time) two Business Days prior to the commencement of such Interest
        Period.

    

     

    “Eurodollar
      Tranche”:
      the
      collective reference to Eurodollar Loans, 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”:
      as
      defined in Section 8.

     

    “Excess
      Proceeds”:
      as
      defined in Section 6.11.

     

    “Exchange
      Act”:
      the
      Securities Exchange Act of 1934, as amended.

     

    “Existing
      Indebtedness”:
      Indebtedness of the Borrower and its Restricted Subsidiaries in existence on
      the
      Effective Date, until such amounts are repaid.

     

    “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.

     

    “Federal
      Funds Effective Rate”:
      means,
      for any day, the rate per annum equal to the weighted average of the rates
      on
      overnight Federal funds transactions with members of the Federal 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

      Reserve
        System arranged by Federal funds brokers on such day, as published by the
        Federal Reserve Bank of New York on the Business Day next succeeding such
        day;
provided
        that (a)
        if such day is not a Business Day, the Federal Funds Effective Rate for such
        day
        shall be such rate on such transactions on the next preceding Business Day
        as so
        published on the next succeeding Business Day, and (b) if no such rate is
        so
        published on such next succeeding Business Day, the Federal Funds Effective
        Rate
        for such day shall be the average rate (rounded upward, if necessary, to
        a whole
        multiple of 1/100 of 1%) charged to Bank of America on such day on such
        transactions as determined by the Administrative Agent.

    

     

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

     

    “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 set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      have been approved by a significant segment of the accounting profession, which
      are in effect on the Effective Date.

     

    “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”
or
      “guarantee”:
      a
      guarantee other than by endorsement of negotiable instruments for collection
      in
      the ordinary course of business, direct or indirect, in any manner including
      by
      way of a pledge of assets or through letters of credit or reimbursement
      agreements in respect thereof, of all or any part of any Indebtedness, measured
      as the lesser of the aggregate outstanding amount of the Indebtedness so
      guaranteed and the face amount of the guarantee, as the same may be amended,
      supplemented or otherwise modified from time to time.

     

    “Hedging
      Obligations”:
      with
      respect to any Person, the obligations of such Person under:

     

    (1) interest
      rate swap agreements, interest rate cap agreements and interest rate collar
      agreements;

     

    (2) interest
      rate option agreements, foreign currency exchange agreements, foreign currency
      swap agreements; and

     

    (3) other
      agreements or arrangements designed to protect such Person against fluctuations
      in interest and currency exchange rates.

    


    “Holdings
      Indentures”:
      collectively, (a) the indentures entered into by the Borrower and CCO Holdings
      Capital Corp., a Delaware corporation, with respect to their 8 3/4% Senior
      Notes
      due 2013 and their Senior Floating Rate Notes due 2010 and (b) any indentures,
      note purchase agreements or similar documents entered into by the Borrower
      and/or CCO Holdings Capital Corp. for the purpose of incurring Indebtedness
      in
      exchange for, or the proceeds of which are used to refinance, any of the


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

      Indebtedness
        outstanding under the Holdings Indentures described in the foregoing clause
        (a),
        in each case, together with all instruments and other agreements entered
        into by
        the Borrower or CCO Holdings Capital Corp. in connection therewith, as the
        same
        may be refinanced, replaced, amended, supplemented or otherwise modified
        from
        time to time.

    

     

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

     

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

     

    “Incremental
      Facility”:
      the
      Incremental Loans .

     

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

     

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

     

    “Incremental
      Maturity Date”:
      with
      respect to the Incremental 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 Loans.

     

    “Indebtedness”:
      with
      respect to any specified Person, any indebtedness of such Person, whether or
      not
      contingent:

     

    (1) in
      respect of borrowed money;

     

    (2) evidenced
      by bonds, notes, debentures or similar instruments or letters of credit (or
      reimbursement agreements in respect thereof);

     

    (3) in
      respect of banker’s acceptances;

     

    (4) representing
      Capital Lease Obligations;

     

    (5) in
      respect of the balance deferred and unpaid of the purchase price of any
      property, except any such balance that constitutes an accrued expense or trade
      payable; or

     

    (6) representing
      the notional amount of any Hedging Obligations,

     

    if
      and to
      the extent any of the preceding items (other than letters of credit and Hedging
      Obligations) would appear as a liability upon a balance sheet of the specified
      Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
      includes all Indebtedness of others secured by a Lien on any asset of the
      specified Person (whether or not such Indebtedness is assumed by the specified
      Person) and, to the extent not otherwise included, the guarantee by such Person
      of any indebtedness of any other Person.

     

    The
      amount of any Indebtedness outstanding as of any date shall be:

     

    (1) the
      accreted value thereof, in the case of any Indebtedness issued with original
      issue discount; and

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (2) the
      principal amount thereof, together with any interest thereon that is more than
      30 days past due, in the case of any other Indebtedness.

     

    “Indemnified
      Liabilities”: as defined in Section 10.5.

     

    “Indemnitee”:
      as
      defined in Section 10.5.

     

    "Insolvency
      Proceeding":
      any
      proceeding in respect of bankruptcy, insolvency, winding up, receivership,
      dissolution or assignment for the benefit of creditors, in each of the foregoing
      events whether under a Bankruptcy Law or otherwise.

     

    “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.

     

    
      “Intercreditor
        Agreement”:
        the
        Intercreditor Agreement, dated as of March 6, 2007, between the CCO First
        Lien
        Administrative Agent and the Administrative Agent substantially in the form
        of
        Exhibit B, as the same may be, replaced, amended, supplemented or otherwise
        modified from time to time.

    

     

    “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, 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, as the case may be, date with respect to such Eurodollar Loan
        and
        ending one, two, three, six or, if available and consented to by (which consent
        shall not be unreasonably withheld) each Lender, nine or twelve months
        thereafter
        (or any
        other period of less than one month consented to by the Administrative
        Agent),
        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 available and
        consented to by (which consent shall not be unreasonably withheld) each Lender,
        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;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (ii)    the
      Borrower may not select an Interest Period that would extend beyond the date
      final payment is due on the Loans or the relevant Incremental 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.

     

    “Investment
      Grade Rating”:
      a
      rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or
      the equivalent) by S&P.

    


    “Investments”:
      with
      respect to any Person, all investments by such Person in other Persons,
      including Affiliates, in the forms of direct or indirect loans (including
      guarantees of Indebtedness or other obligations), advances or capital
      contributions (excluding commission, travel and similar advances to officers
      and
      employees made in the ordinary course of business) and purchases or other
      acquisitions for consideration of Indebtedness, Equity Interests or other
      securities, together with all items that are or would be classified as
      investments on a balance sheet prepared in accordance with GAAP.

    


    “KPMG”:
      KPMG,
      LLP.

     

    “Lenders”:
      as
      defined in the preamble hereto.

     

    “Leverage
      Ratio”:
      as to
      the Borrower, as of any date, the ratio of:

     

    (1) the
      Consolidated Indebtedness of the Borrower on such date to

     

    (2) the
      aggregate amount of Consolidated EBITDA for the Borrower for the most recently
      ended fiscal quarter for which internal financial statements are available
      (the
“Reference
      Period”),
      multiplied by four.

     

    In
      addition to the foregoing, for purposes of this definition, “Consolidated
      EBITDA”
shall
      be calculated on a pro forma basis after giving effect to

     

    (1) the
      borrowing of the Loans on each Borrowing Date on or prior to such
      date;

     

    (2) the
      incurrence of the Indebtedness or the issuance of the Disqualified Stock by
      the
      Borrower or a Restricted Subsidiary or Preferred Stock of a Restricted
      Subsidiary (and the application of the proceeds therefrom) giving rise to the
      need to make such calculation and any incurrence or issuance (and the
      application of the proceeds therefrom) or repayment of other Indebtedness,
      Disqualified Stock or Preferred Stock of a Restricted Subsidiary, other than
      the
      incurrence or repayment of Indebtedness for ordinary working capital purposes,
      at any time subsequent to the beginning of the Reference Period and on or prior
      to the date of determination, as if such incurrence (and the application of
      the
      proceeds thereof), or the repayment, as the case may be, occurred on the first
      day of the Reference Period; and

     

    (3) any
      Dispositions or Asset Acquisitions (including any Asset Acquisition giving
      rise
      to the need to make such calculation as a result of such Person or one of its
      Restricted Subsidiaries (including any person that becomes a Restricted
      Subsidiary as a result of such Asset 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

      Acquisition)
        incurring, assuming or otherwise becoming liable for or issuing Indebtedness,
        Disqualified Stock or Preferred Stock) made on or subsequent to the first
        day of
        the Reference Period and on or prior to the date of determination, as if
        such
        Disposition or Asset Acquisition (including the incurrence, assumption or
        liability for any such Indebtedness, Disqualified Stock or Preferred Stock
        and
        also including any Consolidated EBITDA associated with such Asset Acquisition,
        including any cost savings adjustments in compliance with Regulation S-X
        promulgated by the SEC) had occurred on the first day of the Reference
        Period.

    

    


    “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.

     

    “Lien”:
      with
      respect to any asset, any mortgage, lien, pledge, charge, security interest
      or
      encumbrance of any kind in respect of such asset, whether or not filed, recorded
      or otherwise perfected under applicable law, including any conditional sale
      or
      other title retention agreement, any lease in the nature thereof, any option
      or
      other agreement to sell or give a security interest in and any filing of or
      agreement to give any financing statement under the Uniform Commercial Code
      (or
      equivalent statutes) of any jurisdiction.

     

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

     

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

     

    “Management
      Fees”:
      the
      fees (including expense reimbursements) payable to any Parent pursuant to the
      management and mutual services agreements between any Parent and the Borrower
      or
      between any Parent and other Restricted Subsidiaries of the Borrower or pursuant
      to the limited liability company agreements of certain Restricted Subsidiaries
      as such management, mutual services or limited liability company agreements
      exist on the Effective Date (or, if later, on the date any new Restricted
      Subsidiary is acquired or created), including any amendment or replacement
      thereof, provided,
      that
      any such new agreements or amendments or replacements of existing agreements,
      taken as a whole, are not more disadvantageous to the Lenders in any material
      respect than such agreements existing on the Effective Date and further provided,
      that
      such new, amended or replacement management agreements do not provide for
      percentage fees, taken together with fees under existing agreements, any higher
      than 3.5% of CCI’s consolidated total revenues for the applicable payment
      period.

     

    “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.

     

    “Maturity
      Date”:
      September 6, 2014.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Moody’s”:
      Moody’s Investors Service, Inc. or any successor to the rating agency business
      thereof.

     

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

     

    “Net
      Proceeds”:
      the
      aggregate cash proceeds received by the Borrower or any of its Restricted
      Subsidiaries in respect of any Asset Sale (including any cash received upon
      the
      sale or other disposition of any non-cash consideration received in any Asset
      Sale), net of the direct costs relating to such Asset Sale, including legal,
      accounting and investment banking fees, and sales commissions, and any
      relocation expenses incurred as a result thereof or taxes paid or payable as
      a
      result thereof (including amounts distributable in respect of owners’, partners’
or members’ tax liabilities resulting from such sale), in each case after taking
      into account any available tax credits or deductions and any tax sharing
      arrangements and amounts required to be applied to the repayment of
      Indebtedness.

     

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

     

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

     

    “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
      Debt”
means
      Indebtedness:

     

    (1) as
      to
      which neither the Borrower nor any of its Restricted Subsidiaries
      (a) provides credit support of any kind (including any undertaking,
      agreement or instrument that would constitute Indebtedness), (b) is
      directly or indirectly liable as a guarantor or otherwise, or
      (c) constitutes the lender;

     

    (2) no
      default with respect to which (including any rights that the holders thereof
      may
      have to take enforcement action against an Unrestricted Subsidiary) would permit
      upon notice, lapse of time or both any holder of any other Indebtedness (other
      than the Loans) of the Borrower or any of its Restricted Subsidiaries to declare
      a default on such other Indebtedness or cause the payment thereof to be
      accelerated or payable prior to its stated maturity; and

     

    (3) as
      to
      which the lenders have been notified in writing that they will not have any
      recourse to the Capital Stock or assets of the Borrower or any of its Restricted
      Subsidiaries.

     

    “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 the making of the Loans hereunder.

     

    “Obligations”:
      any
      principal, interest, penalties, fees, indemnifications, reimbursements, damages,
      Guarantees and other liabilities payable under the documentation governing
      any
      Indebtedness, in each case, whether now or hereafter existing, renewed or
      restructured, whether or not from time to time decreased or extinguished and
      later increased, created or incurred, whether or not arising on or after the
      

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

      commencement
        of a case under Bankruptcy Law (including post- petition interest) and whether
        or not allowed or allowable as a claim in any such case.

    

     

    “Offer
      Amount”:
      as
      defined in Section 6.11.

     

    “Offer
      Period::
      as
      defined in Section 6.11.

     

    “Officer”:
      with
      respect to any Person, the Chairman of the Board, the Chief Executive Officer,
      the President, the Chief Operating Officer, the Chief Financial Officer, the
      Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
      Vice-President of such Person.

     

    “Officers’
      Certificate”:
      a
      certificate signed on behalf of the Borrower by two Officers of the Borrower,
      one of whom must be the principal executive officer, the chief financial officer
      or the treasurer of the Borrower in form and substance reasonably satisfactory
      to the Administrative Agent.

     

    “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.

     

    “Parent”:
      CCH
      II, CCH I, CIH, Charter Holdings, CCHC, Charter Communications Holding Company,
      LLC, CCI and/or any direct or indirect Subsidiary of the foregoing 100% of
      the
      Capital Stock of which is owned directly or indirectly by one or more of the
      foregoing Persons, as applicable, and that directly or indirectly beneficially
      owns 100% of the Capital Stock of the Borrower, and any successor Person to
      any
      of the foregoing.

     

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

     

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

     

    “Permitted
      Debt”:
      as
      defined in Section 6.10.

     

    “Permitted
      Investments”:

     

    (1) any
      Investment by the Borrower in a Restricted Subsidiary thereof, or any Investment
      by a Restricted Subsidiary of the Borrower in the Borrower or in another
      Restricted Subsidiary of the Borrower;

     

    (2) any
      Investment in Cash Equivalents;

     

    (3) any
      Investment by the Borrower or any of its Restricted Subsidiaries in a Person,
      if
      as a result of such Investment:

    


    (a) such
      Person becomes a Restricted Subsidiary of the Borrower; or

     

    (b) such
      Person is merged, consolidated or amalgamated with or into, or transfers or
      conveys substantially all of its assets to, or is liquidated into, the Borrower
      or a Restricted Subsidiary of the Borrower;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (4) any
      Investment made as a result of the receipt of non-cash consideration from an
      Asset Sale that was made pursuant to and in compliance with
      Section 6.11;

     

    (5) any
      Investment made out of the net cash proceeds of the issue and sale (other than
      to a Subsidiary of the Borrower) of Equity Interests (other than Disqualified
      Stock) of the Borrower or cash contributions to the common equity of the
      Borrower, in each case after the Effective Date, to the extent that such net
      cash proceeds have not been applied to make a Restricted Payment or to effect
      other transactions pursuant to Section 6.7 hereof (with the amount of usage
      of the basket in this clause (5) being determined net of the aggregate
      amount of principal, interest, dividends, distributions, repayments, proceeds
      or
      other value otherwise returned or recovered in respect of any such Investment,
      but not to exceed the initial amount of such Investment);

     

    (6) other
      Investments in any Person (other than any Parent) having an aggregate fair
      market value, when taken together with all other Investments in any Person
      made
      by the Borrower and its Restricted Subsidiaries (without duplication) pursuant
      to this clause (6) after October 1, 2003, not to exceed $750 million
      (initially measured on the date each such Investment was made and without giving
      effect to subsequent changes in value, but reducing the amount outstanding
      by
      the aggregate amount of principal, interest, dividends , distributions,
      repayments, proceeds or other value otherwise returned or recovered in respect
      of any such Investment, but not to exceed the initial amount of such Investment)
      at any one time outstanding;

     

    (7) Investments
      in customers and suppliers in the ordinary course of business which either
      (A) generate accounts receivable or (B) are accepted in settlement of
      bona fide disputes;

     

    (8) Investments
      consisting of payments by the Borrower or any of its Subsidiaries of amounts
      that are neither dividends nor distributions but are payments of the kind
      described in clause (4) of the second paragraph of Section 6.7 to the extent
      such payments constitute Investments; and

     

    (9) regardless
      of whether a Default then exists, Investments in any Unrestricted Subsidiary
      made by the Borrower and/or any of its Restricted Subsidiaries with the proceeds
      of (x) distributions from any Unrestricted Subsidiary or (y) capital
      contributions received from any Parent (other than CCI).

    


    “Permitted
      Liens”:

     

    (1) Liens
      on
      the assets of the Borrower and its Restricted Subsidiaries securing
      (i) Indebtedness and other Obligations under any Credit Facilities and
      Related Obligations and (ii) Guarantees by the Borrower of Indebtedness of
      Restricted Subsidiaries of the Borrower;

     

    (2) Liens
      in
      favor of the Borrower;

     

    (3) Liens
      on
      property of a Person existing at the time such Person is merged with or into
      or
      consolidated with the Borrower; provided
      that
      such Liens were in existence prior to the contemplation of such merger or
      consolidation and do not extend to any assets other than those of the Person
      merged into or consolidated with the Borrower and related assets, such as the
      proceeds thereof;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (4) Liens
      on
      property existing at the time of acquisition thereof by the Borrower;
provided
      that
      such Liens were in existence prior to the contemplation of such
      acquisition;

     

    (5) Liens
      to
      secure the performance of statutory obligations, surety or appeal bonds,
      performance bonds or other obligations of a like nature incurred in the ordinary
      course of business;

     

    (6) Liens
      existing on the Effective Date and replacement Liens therefor that do not
      encumber additional property;

     

    (7) Liens
      for
      taxes, assessments or governmental charges or claims that are not yet delinquent
      or that are being contested in good faith by appropriate proceedings promptly
      instituted and diligently concluded; provided
      that any
      reserve or other appropriate provision as shall be required in conformity with
      GAAP shall have been made therefor;

     

    (8) statutory
      and common law Liens of landlords and carriers, warehousemen, mechanics,
      suppliers, materialmen, repairmen or other similar Liens arising in the ordinary
      course of business and with respect to amounts not yet delinquent or being
      contested in good faith by appropriate legal proceedings promptly instituted
      and
      diligently conducted and for which a reserve or other appropriate provision,
      if
      any, as shall be required in conformity with GAAP shall have been
      made;

     

    (9) Liens
      incurred or deposits made in the ordinary course of business in connection
      with
      workers’ compensation, unemployment insurance and other types of social
      security;

     

    (10) Liens
      incurred or deposits made to secure the performance of tenders, bids, leases,
      statutory or regulatory obligation, bankers’ acceptance, surety and appeal
      bonds, government contracts, performance and return-of-money bonds and other
      obligations of a similar nature incurred in the ordinary course of business
      (exclusive of obligations for the payment of borrowed money);

     

    (11) easements,
      rights-of-way, municipal and zoning ordinances and similar charges,
      encumbrances, title defects or other irregularities that do not materially
      interfere with the ordinary course of business of the Borrower or any of its
      Restricted Subsidiaries;

     

    (12) Liens
      of
      franchisors or other regulatory bodies arising in the ordinary course of
      business;

     

    (13) Liens
      arising from filing Uniform Commercial Code financing statements regarding
      leases or other Uniform Commercial Code financing statements for precautionary
      purposes relating to arrangements not constituting Indebtedness;

     

    (14) Liens
      arising from the rendering of a final judgment or order against the Borrower
      or
      any of its Restricted Subsidiaries that does not give rise to an Event of
      Default;

     

    (15) Liens
      securing reimbursement obligations with respect to letters of credit that
      encumber documents and other property relating to such letters of credit and
      the
      products and proceeds thereof;

     

    (16) Liens
      encumbering customary initial deposits and margin deposits, and other Liens
      that
      are within the general parameters customary in the industry and incurred in
      the


     

    
      
        
        

      

      
        22

        
          

        

      

       

      ordinary
        course of business, in each case, securing Indebtedness under Related
        Obligations and forward contracts, options, future contracts, future options
        or
        similar agreements or arrangements designed solely to protect the Borrower
        or
        any of its Restricted Subsidiaries from fluctuations in interest rates,
        currencies or the price of commodities;

    

     

    (17) Liens
      consisting of any interest or title of licensor in the property subject to
      a
      license;

     

    (18) Liens
      on
      the Capital Stock of Unrestricted Subsidiaries;

     

    (19) Liens
      arising from sales or other transfers of accounts receivable which are past
      due
      or otherwise doubtful of collection in the ordinary course of
      business;

     

    (20) Liens
      incurred in the ordinary course of business of the Borrower and its Restricted
      Subsidiaries with respect to obligations which in the aggregate do not exceed
      $50 million at any one time outstanding;

     

    (21) Liens
      on
      deposits made with trustees or other agents or representatives arising under
      customary defeasance, discharge or similar provisions of indentures or other
      agreements governing debt instruments entered into after the Effective
      Date;

     

    (22) Liens
      in
      favor of the Administrative Agent for its benefit and the benefit of the Lenders
      as their respective interests appear; 

     

    (23) purchase
      money mortgages or other purchase money Liens (including, without limitation,
      any Capital Lease Obligations) incurred by the Borrower or any Restricted
      Subsidiary upon any fixed or capital assets, assets useful in developing a
      telephony business and/or assets useful for general operating financing needs
      acquired after the Effective Date or purchase money mortgages (including,
      without limitation, Capital Lease Obligations) on any such assets, whether
      or
      not assumed, existing at the time of acquisition of such assets, whether or
      not
      assumed, so long as: 

     

    (a)
      such
      mortgage or lien does not extend to or cover any of the assets of the Borrower
      or such Restricted Subsidiary, except the asset so developed, constructed or
      acquired, and directly related assets such as enhancements and modifications
      thereto, substitutions, replacements, proceeds (including insurance proceeds),
      products, rents and profits thereof; and 

     

    (b)
      such
      mortgage or lien secures the obligation to pay all or a portion of the purchase
      price of such asset, interest thereon and other charges, costs and expenses
      (including, without limitation, the cost of design, development, construction,
      acquisition, transportation, installation, improvement and migration) and is
      incurred in connection therewith (or the obligation under such Capital Lease
      Obligation) only;

     

    (24) Liens
      securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness
      being refinanced was secured or was permitted to be secured by such Liens;
      and

     

    (25) Liens
      securing Indebtedness arising from the honoring by a bank or other financial
      institution of a check, draft or similar instrument in the ordinary course
      of
      business against insufficient funds.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Refinancing Indebtedness”:
      any
      Indebtedness of the Borrower or any of its Restricted Subsidiaries issued in
      exchange for, or the net proceeds of which are used, within 60 days after the
      date of issuance thereof, to extend, refinance, renew, replace, defease or
      refund, other Indebtedness of the Borrower or any of its Restricted Subsidiaries
      (other than intercompany Indebtedness); provided
      that
      unless permitted otherwise by this Agreement, no Indebtedness of any Restricted
      Subsidiary may be issued in exchange for, nor may the net proceeds of
      Indebtedness be used to extend, refinance, renew, replace, defease or refund,
      Indebtedness of the Borrower; provided further
      that:

     

    (1) the
      principal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness does not exceed the principal amount of (or accreted
      value, if applicable), plus accrued interest and premium, if any, on the
      Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
      (plus the amount of reasonable expenses incurred in connection therewith),
      except to the extent that any such excess principal amount (or accreted value,
      as applicable) would be then permitted to be incurred by other provisions of
      Section 6.10;

     

    (2) such
      Permitted Refinancing Indebtedness has a final maturity date later than the
      final maturity date of, and has a Weighted Average Life to Maturity equal to
      or
      greater than the Weighted Average Life to Maturity of, the Indebtedness being
      extended, refinanced, renewed, replaced, defeased or refunded; and

     

    (3) if
      the
      Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
      is subordinated in right of payment to the Loans, such Permitted Refinancing
      Indebtedness has a final maturity date later than the Maturity Date and is
      subordinated in right of payment to the Loans on terms at least as favorable
      to
      the Lenders as those contained in the documentation governing the Indebtedness
      being extended, refinanced, renewed, replaced, defeased or
      refunded.

    


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

     

    “Plan”:
      at a
      particular time, any employee benefit plan that is covered by Title IV of ERISA
      and in respect of which the Borrower 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.

     

    “Pledge
      Agreement”:
      the
      Pledge Agreement, substantially in the form of Exhibit A, executed and delivered
      by the Borrower.

     

    “Pole
      Agreement”:
      any
      pole attachment agreement or underground conduit use agreement entered into
      in
      connection with the operation of any CATV System, as the same may be, replaced,
      amended, supplemented or otherwise modified from time to time.

     

    “Preferred
      Stock”:
      as
      applied to the Capital Stock of any Person, means Capital Stock of any class
      or
      classes (however designated) which, by its terms, is preferred as to the payment
      of dividends, or as to the distribution of assets upon any voluntary or
      involuntary liquidation or dissolution of such Person, over shares of Capital
      Stock of any other class of such Person.

     

    “Preferred
      Stock Financing”:
      as
      defined in Section 6.10.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “Prime
      Rate”:
      the
      rate of interest in effect for such day as publicly announced from time to
      time
      by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank
      of America based upon various factors including Bank of America’s costs and
      desired return, general economic conditions and other factors, and is used
      as a
      reference point for pricing some loans, which may be priced at, above, or below
      such announced rate.

     

    “Productive
      Assets”:
      assets
      (including assets of a Person owned directly or indirectly through ownership
      of
      Capital Stock) of a kind used or useful in the Cable Related
      Business.

     

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

     

    “Rating
      Agencies”:
      Moody’s and S&P.

     

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

     

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

     

    “Related
      Cash Management Obligations”:
      obligations of the Borrower or any Restricted Subsidiary arising from treasury,
      depository and cash management services provided by one or more of the agents
      or
      the lenders under the CCO First Lien Credit Agreement or their Affiliates or
      designees or other parties permitted thereunder.

     

    “Related
      Hedging Obligations”:
      Hedging Obligations of the Borrower or any Restricted Subsidiary entered into
      with one or more of the agents or the lenders under the CCO First Lien Credit
      Agreement or their Affiliates or designees or other parties permitted under
      this
      Agreement and thereunder.

     

    “Related
      Obligations”:
      collectively, the Related Cash Management Obligations and the Related Hedging
      Obligations.

     

    “Related
      Party”:

     

    (1) the
      spouse or an immediate family member, estate or heir of Paul G. Allen;
      or

     

    (2) any
      trust, corporation, partnership or other entity, the beneficiaries,
      stockholders, partners, owners or Persons beneficially holding an 80% or more
      controlling interest of which consist of Paul G. Allen and/or such other Persons
      referred to in the immediately preceding clause (1).

    


    “Released
      Collateral”:
      as
      defined in Section 6.17.

     

    “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 Aggregate Exposure of all Lenders
      at
      such time.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “Restricted
      Investment”:
      an
      Investment other than a Permitted Investment.

     

    “Restricted
      Payment”:
      as
      defined in Section 6.7.

     

    “Restricted
      Subsidiary”:
      with
      respect to any Person, any Subsidiary of such Person that is not an Unrestricted
      Subsidiary.

     

    “Reversion
      Date”:
      as
      defined in Section 6.19.

     

    “Rule
      144A”:
      Rule 144A promulgated under the Securities Act.

     

    “S&P”:
      Standard & Poor’s Ratings Service, a division of the McGraw-Hill Companies,
      Inc. or any successor to the rating agency business thereof.

     

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

     

    “Securities
      Act”:
      the
      Securities Act of 1933, as amended.

     

    “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.

     

    “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.

     

    “Significant
      Subsidiary”:
      with
      respect to any Person, any Restricted Subsidiary of such Person which would
      be
      considered a “Significant Subsidiary” as defined in Rule 1-02(w) of
      Regulation S-X.

     

    “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 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

      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
      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 Loans 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.

     

    “Stated
      Maturity”:
      with
      respect to any installment of interest or principal on any series of
      Indebtedness, the date on which such payment of interest or principal was
      scheduled to be paid in the documentation governing such Indebtedness on the
      Effective Date, or, if none, the original documentation governing such
      Indebtedness, and shall not include any contingent obligations to repay, redeem
      or repurchase any such interest or principal prior to the date originally
      scheduled for the payment thereof.

     

    “Subordinated
      Debt Financing”:
      as
      defined in Section 6.10.

     

    “Subordinated
      Notes”:
      as
      defined in Section 6.10.

     

    “Subsidiary”:
      with
      respect to any Person:

     

    (1) any
      corporation, association or other business entity of which at least 50% of
      the
      total voting power of shares of Capital Stock entitled (without regard to the
      occurrence of any contingency) to vote in the election of directors, managers
      or
      trustees thereof is at the time owned or controlled, directly or indirectly,
      by
      such Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof) and, in the case of any such entity of which 50% of the
      total voting power of shares of Capital Stock is so owned or controlled by
      such
      Person or one or more of the other Subsidiaries of such Person, such Person
      and
      its Subsidiaries also have the right to control the management of such entity
      pursuant to contract or otherwise; and

     

    (2) any
      partnership (a) the sole general partner or the managing general partner of
      which is such Person or a Subsidiary of such Person, or (b) the only
      general partners of which are such Person or of one or more Subsidiaries of
      such
      Person (or any combination thereof).

    


    “Suspended
      Covenants”:
      as
      defined in Section 6.19.

     

    “Term
      Commitment”:
      as to
      any Lender, the obligation of such Lender to make Loans in an aggregate
      principal amount not to exceed, as applicable (a) the amount set forth opposite
      such Lender's name 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
      Term
      Commitment of each Lender shall automatically be permanently reduced by the
      amount of any Loan made by it. Any remaining Term Commitments outstanding on
      April 15, 2007 shall automatically terminate on such date.

     

    “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.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    “Unrestricted
      Subsidiary”:
      any
      Subsidiary of the Borrower that is designated by the Board of Directors of
      the
      Borrower or CCI as an Unrestricted Subsidiary pursuant to a board resolution,
      but only to the extent that such Subsidiary:

     

    (1) has
      no
      Indebtedness other than Non-Recourse Debt;

     

    (2) is
      not
      party to any agreement, contract, arrangement or understanding with the Borrower
      or any Restricted Subsidiary thereof unless the terms of any such agreement,
      contract, arrangement or understanding are no less favorable to the Borrower
      or
      such Restricted Subsidiary than those that might be obtained at the time from
      Persons who are not Affiliates of the Borrower unless such terms constitute
      Restricted Investments permitted under Section 6.8, Permitted Investments,
      Asset Sales permitted under Section 6.11 or sale and leaseback transactions
      permitted under Section 6.12;

     

    (3) is
      a
      Person with respect to which neither the Borrower nor any of its Restricted
      Subsidiaries has any direct or indirect obligation: (a) to subscribe for
      additional Equity Interests or (b) to maintain or preserve such Person’s
      financial condition or to cause such Person to achieve any specified levels
      of
      operating results;

     

    (4) has
      not
      guaranteed or otherwise directly or indirectly provided credit support for
      any
      Indebtedness of the Borrower or any of its Restricted Subsidiaries;
      and

     

    (5) does
      not
      own any Capital Stock of any Restricted Subsidiary of the Borrower.

     

    Any
      designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall
      be evidenced to the Administrative Agent by delivering to the Administrative
      Agent a certified copy of the board resolution giving effect to such designation
      and an Officers’ Certificate certifying that such designation complied with the
      preceding conditions and was permitted by Section 6.8. If, at any time, any
      Unrestricted Subsidiary would fail to meet the preceding requirements as an
      Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
      Subsidiary for purposes of this Agreement and any Indebtedness of such
      Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
      Borrower as of such date and, if such Indebtedness is not permitted to be
      incurred as of such date under Section 6.10,
      the
      Borrower shall be in default of Section 6.10. The Board of Directors of CCI
      or the Borrower may at any time designate any Unrestricted Subsidiary to be
      a
      Restricted Subsidiary; provided
      that
      such designation shall be deemed to be an incurrence of Indebtedness by a
      Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
      Subsidiary and such designation shall only be permitted if:

     

    (1) such
      Indebtedness is permitted under Section 6.10 calculated on a pro forma
      basis as if such designation had occurred at the beginning of the four-quarter
      reference period; and

     

    (2) no
      Default or Event of Default would be in existence immediately following such
      designation.

    


    “Voting
      Stock”:
      with
      respect to any Person as of any date, the Capital Stock of such Person that
      is
      at the time entitled to vote in the election of the board of directors or
      comparable governing body of such Person.

    


    “Weighted
      Average Life to Maturity”:
      when
      applied to any Indebtedness at any date, the number of years obtained by
      dividing:

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (1) the
      sum
      of the products obtained by multiplying (a) the amount of each then
      remaining installment, sinking fund, serial maturity or other required payments
      of principal, including payment at final maturity, in respect thereof, by
      (b) the number of years (calculated to the nearest one-twelfth) that will
      elapse between such date and the making of such payment; by

     

    (2) the
      then
      outstanding principal amount of such Indebtedness.

    


    “Wholly
      Owned Restricted Subsidiary”:
      with
      respect to any Person, a Restricted Subsidiary of such Person where all of
      the
      outstanding common equity interests or other ownership interests of such
      Restricted Subsidiary (other than directors’ qualifying shares) shall at the
      time be owned by such Person and/or by one or more Wholly Owned Restricted
      Subsidiaries of such Person.

    


    1.2.  Other
      Definitional Provisions.
      (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) a term has the meaning
      assigned to it; (ii) an accounting term not otherwise defined has the meaning
      assigned to it, and all accounting determinations shall be made, in accordance
      with GAAP; (iii) “or” is not exclusive and “including” means “including
      without limitation”; (iv) words in the singular include the plural, and in the
      plural include the singular; (v) all exhibits are incorporated by reference
      herein and expressly made a part of this Agreement; (vi) references to sections
      of or rules under the Securities Act shall be deemed to include substitute,
      replacement of successor sections or rules adopted by the SEC from time to
      time;
      (vii) references to any statute, law, rule or regulation shall be deemed to
      refer to the same as from time to time amended and in effect and to any
      successor statute, law, rule or regulation; and (viii) any transaction or event
      shall be considered “permitted by” or made “in accordance with” or “in
      compliance with” this Agreement or any particular provision thereof if such
      transaction or event is not expressly prohibited by this Agreement or such
      provision, as the case may be.

     

    SECTION
      2.    AMOUNT
      AND TERMS OF COMMITMENTS

     

    2.1.  Commitments.
      (a)
      Subject to the terms and conditions hereof, (i) each Lender severally agrees
      to
      make Loans on up to two Borrowing Dates at any time during the period from
      the
      Effective Date to April 15, 2007 in an aggregate principal amount not to exceed
      its Term Commitment and (ii) each Incremental Lender severally agrees to make
      one or more term loans (each, an “Incremental
      Loan”)
      to the
      extent provided in Section 2.1(b). The 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.

     

    (b)  The
      Borrower and any one or more Lenders (including New Lenders) may from time
      to
      time agree that such Lenders shall make Incremental Loans by executing and
      delivering to the Administrative Agent an Incremental Facility Activation Notice
      specifying (i) the amount of such Incremental Loans, (ii) the
      applicable Incremental Facility Closing Date, (iii) the applicable Incremental
      Maturity Date, (iv) the Applicable Margin for such Incremental Loans, (v)
      the proposed original issue discount applicable to such Incremental Loans,
      if
      any, (vi) the applicable optional redemption and premium provisions
      applicable to such Incremental Loans and (vii) any other provisions
      applicable to the Incremental Loans reasonably acceptable to the Administrative
      Agent; provided that (i) no portion of the principal amount of such Incremental
      Loans shall have a scheduled maturity prior to the Maturity Date, (ii) mandatory
      prepayment provisions (other than prepayment premiums) of the Incremental Loans
      and the initial Loans shall be identical and (iii) all other terms and
      conditions of the Incremental Loans (other 

     

    
      
        
        

      

      
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      than
        amounts, maturity, interest rates, original issue discount, fees, optional
        redemption provisions and other economic terms) shall be reasonably satisfactory
        to the Administrative Agent. Notwithstanding the foregoing, without the consent
        of the Required Lenders, no Incremental 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.

    

     

    (c)  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(b) 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 the borrowing hereunder, the Borrower shall give the
      Administrative Agent the 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), specifying (i) the amount and Type of Loans to be borrowed,
      (ii) the requested Borrowing Date and (iii) in
      the
      case of Eurodollar Loans, the respective amounts of each such Type of Loan
      and
      the respective
      length
      of the initial Interest Period therefor. Upon receipt of the Notice of Borrowing
      from the Borrower, the Administrative Agent shall promptly notify each Lender
      thereof. Each 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. Such borrowing 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
      Borrower shall repay all outstanding Loans , other than Incremental Loans,
      on
      the Maturity Date.

     

    (b)   The
      Borrower shall repay all outstanding Incremental Loans on the Incremental
      Maturity Date, as specified in the Incremental Facility Activation Notice
      pursuant to which such Incremental Loans were made.

     

    2.4.  [RESERVED].

     

    2.5.  [RESERVED].

     

    2.6.  Fees.The
      Borrower agrees to pay to the Administrative Agent the fees in the amounts
      and
      on the dates previously agreed pursuant to a fee letter agreement, dated
      February 2007 between the Borrower and the Administrative Agent.

     

    2.7.  [RESERVED].

     

    2.8.  Optional
      Prepayments.
      The
      Borrower may at any time and from time to time prepay the Loans, in whole or
      in
      part, without premium or penalty (except as specified below), upon notice
      delivered to the Administrative Agent no later than 1:00 P.M., New York City
      time, at least three 

     

    
      
        
        

      

      
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      Business
        Days prior thereto in the case of Eurodollar Loans and not 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, 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 accrued interest to such date on the amount
        prepaid. Optional prepayments of the Loans (other than Incremental Loans)
        made
        prior to March 6, 2008 shall be accompanied by a prepayment fee, for the
        account
        of the Lenders, equal to 1.0% of the amount so prepaid. Optional prepayments
        of
        Incremental Loans shall be accompanied by such prepayment fees paid as may
        be
        specified in the Incremental Facility Activation Notice. Partial prepayments
        of
        the Loans shall be in an aggregate principal amount of $5,000,000 or a whole
        multiple of $1,000,000 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
        or refinancings, the consummation of a particular Asset Sale 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.

    

     

    2.9.  Mandatory
      Prepayments.
      (a) If
      on any date the Borrower or any of its Restricted Subsidiaries shall receive
      Net
      Proceeds from any Asset Sale then such Net Proceeds shall be applied to the
      prepayment of any outstanding Loans, subject to and in accordance with the
      provisions of Section 6.11.

     

    (b)
      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 three 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 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


     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

      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 ten 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)  Upon
      the
      occurrence and during the continuation of any Event of Default described in
      Section 8(a) or 8(b) hereof, the Applicable Margin with respect to (i) overdue
      principal of Loans shall be increased by 2% per annum and (ii) to the
      extent lawful, overdue interest, shall be increased by the same rate applicable
      to overdue principal pursuant to subclause (i) above, in each case, from the
      date of such non-payment until such amounts are 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 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 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 Required Lenders 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,

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    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 Loan requested to be made on the first day
      of
      such Interest Period shall be made as ABR Loans, (y) any Loans 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 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 shall be made or continued as such, nor shall the Borrower
      have
      the right to convert Loans to Eurodollar Loans.

     

    2.15.  Pro
      Rata Treatment and Payments.
      (a)
      [Reserved].

     

    (b)  Each
      payment (including each prepayment) by the Borrower on account of principal
      of
      and interest on the Loans shall be made pro rata
      according to the respective outstanding principal amounts of the Loans then
      held
      by the Lenders. Amounts repaid or prepaid on account of the Loans may not be
      reborrowed.

     

    (c)  [Reserved].

     

    (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 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, 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 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

      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 Effective Date:

     

    (i)    shall
      subject any Lender to any tax of any kind whatsoever with respect to this
      Agreement 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 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 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 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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (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 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 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

      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 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 of 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.
      

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

      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
      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, (viii) any such replacement
      shall not be deemed to be a waiver of any rights that the Borrower, the
      Administrative Agent 

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

      or
        any
        other Lender shall have against the Non-Consenting Lender and (ix)
        in
        connection with any replacement of a Non-Consenting Lender prior to March
        6,
        2008, the Borrower shall pay such Lender a premium equal to 1% of the principal
        amount of such Lender’s Loans.
        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.    [RESERVED]

     

    SECTION
      4.    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      the Administrative Agent and the Lenders to enter into this Agreement and to
      make the Loans, the Borrower hereby represents and warrants 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 and its
      Subsidiaries do not have any material obligations pursuant to any Guarantee,
      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.
      The
      Borrower and its Subsidiaries (a) except in the case of any Shell Subsidiary
      and
      any former Shell Subsidiary, 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.
      The
      Borrower has the power and authority, and the legal right, to make, deliver
      and
      perform the Loan Documents and to borrow hereunder. The Borrower has taken
      all
      necessary action to authorize the execution, delivery and performance of the
      Loan Documents and 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 borrowing 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 the Borrower. This Agreement constitutes, and each other Loan
      Document upon execution will constitute, a valid and legally binding obligation
      of 

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

      the
        Borrower, enforceable against the Borrower 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 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 Pledge Agreement or permitted by Section 6.14).

     

    4.6.  Litigation.
      No
      litigation, investigation or proceeding of or before any arbitrator or
      Governmental Authority is pending or, to the knowledge of the Borrower,
      threatened by or against 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.
      Neither
      the Borrower nor any of its Subsidiaries is in default under or with respect
      to
      any of its Contractual Obligations in any respect that could reasonably be
      expected to have a Material Adverse Effect. No Default or Event of Default
      has
      occurred and is continuing.

     

    4.8.  Ownership
      of Property; Liens.
      The
      Borrower and each of 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
      6.14.

     

    4.9.  Intellectual
      Property.
      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 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.
      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 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


     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

       

      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
the
      Borrower or any of its Subsidiaries pending or, to the knowledge of the
      Borrower, threatened; (b) hours worked by, and payment made to, employees of
      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 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 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 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 the Borrower 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 the Borrower nor, to the Borrower’s knowledge, any Commonly Controlled
      Entity would become subject to any material liability under ERISA if the
      Borrower 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
      the
      Borrower or any Commonly Controlled Entity is in Reorganization or
      Insolvent.

     

    4.14.  Investment
      Company Act; Other Regulations.
      The
      Borrower is not an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
      as amended. The Borrower is not 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 Effective Date, (a)
      Schedule 4.15 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 the
      Borrower and each of the Borrower’s Subsidiaries, and (b) except as set forth on
      Schedule 4.15, 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, the CCO First Lien Credit
      Agreement and the CCO Senior Note Indenture and documents relating
      thereto.

     

    4.16.  Use
      of
      Proceeds.
      The
      proceeds of the Loans shall be used to redeem or otherwise repurchase up to
      $350,000,000 of Indebtedness of any Parent and/or to repay revolving loans
      outstanding under the CCO First Lien Credit Agreement and to pay interest,
      fees
      and expenses incurred in connection therewith.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    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 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
      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 the
      Borrower or any of its Subsidiaries (the “Business”),
      nor
      does
      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 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 the
      Borrower, threatened, under any Environmental Law to which 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 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
      the Borrower nor any of its 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)
      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; 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (b)  neither
      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 the
      Borrower, threatened, any action by the FCC to revoke, cancel, suspend or refuse
      to renew any FCC License held by 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 the
      Borrower, threatened, any notice of any hearing, violation or complaint against
      the
      Borrower or any of its Subsidiaries with respect to the operation of any portion
      of the CATV Systems and
      the
      Borrower has no 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,
      the
      Confidential Information Memorandum or any other document, certificate or
      statement furnished by or on behalf of the Borrower 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 the Borrower (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
      Pledge Agreement is effective to create in favor of the Administrative Agent,
      for the benefit of the Lenders, 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 Pledge Agreement,
      when certificates representing such Pledged Stock are delivered to the
      Administrative Agent under the CCO First Lien Credit Agreement (which
      certificates shall be held for the benefit of the Administrative Agent and
      the
      Lenders hereunder subject to the prior security interest of the CCO First Lien
      Administrative Agent and the lenders under the CCO First Lien Credit Agreement
      and the trustee and the securityholders under the CCO Senior Note Indenture),
      and in the case of the other Collateral described in the Pledge Agreement,
      when
      financing statements in appropriate form are filed in the offices specified
      on
      Schedule 4.20(a), the Pledge 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 Pledge Agreement), in each case prior and
      superior in right to any other Person, other than with respect to Liens not
      prohibited by Section 6.14.

    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    (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, 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 Initial Borrowing.
      The
      availability of Loans on the initial Borrowing Date hereunder is subject to
      the
      satisfaction of the following conditions precedent:

     

    (a)  Credit
      Agreement; Pledge Agreement.
      This
      Agreement shall have been executed and delivered by the Agents, the Borrower
      and
      each Lender listed on Schedule 1.1. The Pledge Agreement shall have been
      executed and delivered by the Borrower.

     

    (b)  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 Effective Date.

     

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

     

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

     

    (e)  Filings.
      Uniform
      Commercial Code financing statements required by the Pledge 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 6.14), shall be in proper form for filing.

     

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

     

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

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    (a)  Representations
      and Warranties.
      Each of
      the representations and warranties made by the Borrower 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). 

     

    (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. 

     

    The
      borrowing by the Borrower on each Borrowing Date shall constitute a
      representation and warranty by the Borrower as of such date that the conditions
      contained in this Section 5.2 have been satisfied.

     

    SECTION
      6.    COVENANTS

     

    6.1.  [RESERVED].
      

     

    6.2.  [RESERVED].
      

     

    6.3.  Reports.
      (a)
      Whether or not required by the SEC, so long as any Loans are outstanding, the
      Borrower shall furnish to the Administrative Agent, within the time periods
      specified in the SEC’s rules and regulations:

     

    (1)  all
      quarterly (commencing with the quarter ending June 30, 2007) and annual
      financial information that would be required to be contained in a filing with
      the SEC on Forms 10-Q and 10-K if the Borrower were required to file such forms,
      including a “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations” section and, with respect to the annual information only,
      a report on the annual consolidated financial statements of the Borrower of
      its
      independent public accountants; and

     

    (2)  all
      information required to be contained in all current reports that would be
      required to be filed with the SEC on Form 8-K if the Borrower were required
      to
      file such reports.

     

    (b)
      While
      (1) any Parent of the Borrower that guarantees the obligations in respect
      of the Loans is subject to the reporting obligations of Section 13 or 15(d)
      of the Exchange Act (including pursuant to the terms of its Indebtedness),
      (2) the rules and regulations of the SEC permit the Borrower and any such
      Parent to report at the level of such Parent on a consolidated basis and
      (3) such Parent is not engaged in any business in any material respect
      other than incidental to its direct or indirect ownership of the Capital Stock
      of the Borrower, such consolidated reporting at such Parent level in a manner
      consistent with that described in this Section 6.3 for the Borrower shall
      satisfy this Section 6.3; provided
      that
      such Parent includes in its reports information about the Borrower that is
      required to be provided by a parent guaranteeing debt of an operating company
      subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor
      rule then in effect. 

     

    For
      any
      fiscal quarter or fiscal year at the end of which Subsidiaries of the Borrower
      are Unrestricted Subsidiaries, then the quarterly and annual financial
      information required by this covenant shall include a reasonably detailed
      presentation, either on the face of the financial statements or in the footnotes
      thereto, and in Management's Discussion and Analysis of Financial Condition
      and
      Results of Operations, of the financial condition and results of operations
      of
      the Borrower and its Restricted Subsidiaries separate from the financial
      condition and results of operations of the Unrestricted 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

       

      Subsidiaries
        of the Borrower. 

    

    


    6.4.  Compliance
      Certificate.
      

     

    (a)  The
      Borrower shall deliver to the Administrative Agent, within 90 days after the
      end
      of each fiscal year, an Officers' Certificate stating that a review of the
      activities of the Borrower and its Subsidiaries during the preceding fiscal
      year
      have been made under the supervision of the signing Officers with a view to
      determining whether the Borrower has kept, observed, performed and fulfilled
      its
      obligations under this Agreement, and further stating, as to each such Officer
      signing such certificate, that to the best of his or her knowledge the Borrower
      has kept, observed, performed and fulfilled each and every covenant contained
      in
      this Agreement and is not in default in the performance or observance of any
      of
      the terms, provisions and conditions of this Agreement (or, if a Default or
      Event of Default shall have occurred, describing all such Defaults or Events
      of
      Default of which he or she may have knowledge and what action the Borrower
      is
      taking or proposes to take with respect thereto).

     

    (b)  The
      Borrower shall, so long as any of the Loans are outstanding, deliver to the
      Administrative Agent, forthwith upon any Officer becoming aware of any Default
      or Event of Default, an Officers' Certificate specifying such Default or Event
      of Default and what action the Borrower is taking or proposes to take with
      respect thereto.

     

    6.5.  Payment
      of Taxes. The
      Borrower
      shall
      pay, and shall cause each of its Restricted Subsidiaries to pay, prior to
      delinquency, all material taxes, assessments, and governmental levies except
      such as are contested in good faith and by appropriate proceedings or where
      the
      failure to effect such payment is not likely to result in a material adverse
      effect on the Borrower and its Restricted Subsidiaries taken as a whole.


     

    6.6.  Stay,
      Extension and Usury Laws.
      The
      Borrower covenants (to the extent that it may lawfully do so) that it shall
      not
      at any time insist upon, plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay, extension or usury law wherever enacted,
      now
      or at any time hereafter in force, that may affect the covenants or the
      performance of this Agreement; and the Borrower (to the extent that it may
      lawfully do so) hereby expressly waives all benefit or advantage of any such
      law, and covenants that it shall not, by resort to any such law, hinder, delay
      or impede the execution of any power herein granted to the Administrative Agent,
      but shall suffer and permit the execution of every such power as though no
      such
      law has been enacted.

     

    6.7.  Restricted
      Payments.
      The
      Borrower shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly:

     

    (a)  declare
      or pay any dividend or make any other payment or distribution on account of
      its
      or any of its Restricted Subsidiaries' Equity Interests (including any payment
      in connection with any merger or consolidation involving the Borrower or any
      of
      its Restricted Subsidiaries) or to the direct or indirect holders of the
      Borrower's or any of its Restricted Subsidiaries' Equity Interests in their
      capacity as such (other than dividends or distributions payable (x) solely
      in
      Equity Interests (other than Disqualified Stock) of the Borrower or (y), in
      the
      case of the Borrower and its Restricted Subsidiaries, to the Borrower or a
      Restricted Subsidiary thereof); 

     

    (b)  purchase,
      redeem or otherwise acquire or retire for value (including without limitation,
      in connection with any merger or consolidation involving the Borrower or any
      of
      its Restricted Subsidiaries) any Equity Interests of the Borrower or any direct
      or indirect Parent of the Borrower or any Restricted Subsidiary of the Borrower
      (other than, in the case of the Borrower and its Restricted Subsidiaries, any
      such Equity Interests owned by the Borrower or any of its Restricted
      Subsidiaries); or

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (c) make
      any
      payment on or with respect to, or purchase, redeem, defease or otherwise acquire
      or retire for value, any Indebtedness of the Borrower that is subordinated
      to
      the Loans, except a payment of interest or principal at the Stated Maturity
      thereof

     

    (all
      such
      payments and other actions set forth in clauses (a), (b) and (c) above are
      collectively referred to as “Restricted Payments”), unless, at the time of and
      after giving effect to such Restricted Payment:

     

    (1)  no
      Default or Event of Default shall have occurred and be continuing or would
      occur
      as a consequence thereof; 

     

    (2)  the
      Borrower would, at the time of such Restricted Payment and after giving pro
      forma effect thereto as if such Restricted Payment had been made at the
      beginning of the applicable quarter period, have been permitted to incur at
      least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test
      set
      forth in the first paragraph of Section 6.10; and 

     

    (3)  such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Borrower and its Restricted Subsidiaries from and after
      October 1, 2003 (excluding Restricted Payments permitted by clauses (2), (3),
      (4), (5), (6), (7), (8), (9) and (10) of the next succeeding paragraph), shall
      not exceed, at the date of determination, the sum of the following: (A) an
      amount equal to 100% of the Consolidated EBITDA of the Borrower for the period
      beginning on the first day of the fiscal quarter commencing October 1, 2003
      to
      the end of the Borrower's most recently ended full fiscal quarter for which
      internal financial statements are available, taken as a single accounting
      period, less the product of 1.3 times the Consolidated Interest Expense of
      the
      Borrower for such period, plus
      (B) an
      amount equal to 100% of Capital Stock Sale Proceeds less any amount of such
      Capital Stock Sale Proceeds used in connection with an Investment made on or
      after October 1, 2003 pursuant to clause (5) of the definition of “Permitted
      Investments,” plus
      $100
      million.

     

    So
      long
      as no Default has occurred and is continuing or would be caused thereby, the
      preceding provisions shall not prohibit:

     

    (1)  the
      payment of any dividend within 60 days after the date of declaration thereof,
      if
      at said date of declaration such payment would have complied with the provisions
      of this Agreement;

     

    (2)  the
      redemption, repurchase, retirement, defeasance or other acquisition of any
      subordinated Indebtedness of the Borrower in exchange for, or out of the net
      proceeds of, the substantially concurrent sale (other than to a Restricted
      Subsidiary of the Borrower) of Equity Interests of the Borrower (other than
      Disqualified Stock); provided that the amount of any such net cash proceeds
      that
      are utilized for any such redemption, repurchase, retirement, defeasance or
      other acquisition shall be excluded from clause (3) (B) of the preceding
      paragraph; 

     

    (3)  the
      defeasance, redemption, repurchase or other acquisition of subordinated
      Indebtedness of the Borrower with the net cash proceeds from an incurrence
      of
      Permitted Refinancing Indebtedness;

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (4)  regardless
      of whether a Default then exists, the payment of any dividend or distribution
      made in respect of any calendar year or portion thereof during which the
      Borrower or any of its Subsidiaries is a Person that is not treated as a
      separate tax paying entity for United States federal income tax purposes by
      the
      Borrower and its Subsidiaries (directly or indirectly) to the direct or indirect
      holders of the Equity Interests of the Borrower or its Subsidiaries that are
      Persons that are treated as a separate tax paying entity for United States
      federal income tax purposes, 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 any
      Parent (through its direct or indirect ownership of the Borrower and/or its
      Subsidiaries), the Borrower, its Subsidiaries or any Unrestricted Subsidiary,
      as
      applicable, in any calendar year, as estimated in good faith by the Borrower
      or
      its Subsidiaries, as the case may be; 

     

    (5)  regardless
      of whether a Default then exists, the payment of any dividend by a Restricted
      Subsidiary of the Borrower to the holders of its common Equity Interests on
      a
      pro rata basis; 

     

    (6)  the
      repurchase, redemption or other acquisition or retirement for value, or the
      payment of any dividend or distribution to the extent necessary to permit the
      repurchase, redemption or other acquisition or retirement for value, of any
      Equity Interests of the Borrower or a Parent of the Borrower held by any member
      of the Borrower's, such Parent's or any Restricted Subsidiary's management
      pursuant to any management equity subscription agreement or stock option
      agreement entered into in accordance with the policies of the Borrower, any
      Parent or any Restricted Subsidiary; provided that the aggregate price paid
      for
      all such repurchased, redeemed, acquired or retired Equity Interests shall
      not
      exceed $10 million in any fiscal year of the Borrower; 

     

    (7)  payment
      of fees in connection with any acquisition, merger or similar transaction in
      an
      amount that does not exceed an amount equal to 1.25% of the transaction value
      of
      such acquisition, merger or similar transaction;

     

    (8)  additional
      Restricted Payments directly or indirectly to CCH II or any other Parent (i)
      regardless of whether a Default exists (other than an Event of Default under
      Section 8(a), (b), (g) or (h)), for the purpose of enabling Charter Holdings,
      CIH, CCH I, CCH II or any Charter Refinancing Subsidiary to pay interest when
      due on Indebtedness under the Charter Holdings Indentures, the CIH Indenture,
      the CCH I Indenture, the CCH II Indentures or any Charter Refinancing
      Indebtedness, (ii) for the purpose of enabling CCI and/or any Charter
      Refinancing Subsidiary to pay interest when due on Indebtedness under the CCI
      Indentures and/or any Charter Refinancing Indebtedness and (iii) so long as
      the
      Borrower would have been permitted, at the time of such Restricted Payment
      and
      after giving pro forma effect thereto as if such Restricted Payment had been
      made at the beginning of the applicable quarter period, to incur at least $1.00
      of additional Indebtedness pursuant to the Leverage Ratio test set forth in
      the
      first paragraph of Section 6.10, (A) to the extent required to enable Charter
      Holdings, CIH, CCH I, CCH II or any Charter Refinancing Subsidiary to defease,
      redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire
      Indebtedness under the Charter Holdings Indentures, the CIH Indenture, the
      CCH I
      Indenture, the CCH II Indentures or any Charter Refinancing Indebtedness
      (including any expenses incurred by any Parent in connection therewith) or
      (B)
      consisting of purchases, redemptions or other acquisitions by the Borrower
      or
      its Restricted Subsidiaries of Indebtedness under the Charter Holdings
      Indentures, the CIH Indenture, the CCH I Indenture, the CCH II Indentures or
      any
      Charter Refinancing Indebtedness (including any expenses incurred by the
      Borrower and its Restricted Subsidiaries

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

       

      in
        connection therewith) and the distribution, loan or investment to any Parent
        of
        Indebtedness so purchased, redeemed or acquired;

    

     

    (9)  Restricted
      Payments directly or indirectly to CCH II or any other Parent regardless of
      whether a Default exists (other than an Event of Default under Section 8(a),
      (b), (g) or (h)), for the purpose of enabling such Person (A) to pay interest
      on
      and (B) so long as the Borrower would, at the time of such Restricted Payment
      and after giving pro forma effect thereto as if such Restricted Payment had
      been
      made at the beginning of the applicable quarter period, have been permitted
      to
      incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio
      test set forth in the first paragraph of Section 6.10, to defease, redeem,
      repurchase, prepay, repay, discharge or otherwise acquire or retire, in each
      case, Indebtedness of such Parent (x) which is not held by another Parent and
      (y) to the extent that the net cash proceeds of such Indebtedness are or were
      used for the (1) payment of interest or principal (or premium) on any
      Indebtedness of a Parent (including
      (A) by way of a tender, redemption or prepayment of such Indebtedness and (B)
      amounts set aside to prefund any such payment),
      (2)
      direct or indirect Investment in the Borrower or any of its Restricted
      Subsidiaries (to the extent such Investment is excluded from clause (3)(B)
      of the preceding paragraph) or (3) payment of amounts that would be permitted
      to
      be paid by way of a Restricted Payment under Section 6.7(10) (including the
      expenses of any exchange transaction); and

     

    (10)  Restricted
      Payments directly or indirectly to CCH II or any other Parent of (A) 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 CCH II or such Parent of
      Equity Interests or Indebtedness, or any exchange of securities or tender for
      outstanding debt securities, or (B) 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.

     

    The
      amount of all Restricted Payments (other than cash) shall be the fair market
      value on the date of the Restricted Payment of the asset(s) or securities
      proposed to be transferred or issued by the Borrower or any of its Restricted
      Subsidiaries pursuant to the Restricted Payment. The fair market value of any
      assets or securities that are required to be valued by this covenant shall
      be
      determined by the Board of Directors of CCI or the Borrower, whose resolution
      with respect thereto shall be delivered to the Administrative Agent. Such Board
      of Directors' determination must be based upon an opinion or appraisal issued
      by
      an accounting, appraisal or investment banking firm of national standing if
      the
      fair market value exceeds $100 million. 

    


    Not
      later
      than the date of making any Restricted Payment involving an amount or fair
      market value in excess of $10 million, the Borrower shall deliver to the
      Administrative Agent an Officers' Certificate stating that such Restricted
      Payment is permitted and setting forth the basis upon which the calculations
      required by this Section 6.7 were computed, together with a copy of any fairness
      opinion or appraisal required by this Agreement. 

    


    6.8.  Investments.
      The
      Borrower shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly: 

     

    (a)  make
      any
      Restricted Investment; or

     

    (b)  allow
      any
      of its Restricted Subsidiaries to become an Unrestricted Subsidiary, unless,
      in
      each case:

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (1)  no
      Default or Event of Default shall have occurred and be continuing or would
      occur
      as a consequence thereof; and 

     

    (2)  the
      Borrower would, at the time of, and after giving effect to, such Restricted
      Investment or such designation of a Restricted Subsidiary as an Unrestricted
      Subsidiary, have been permitted to incur at least $1.00 of additional
      Indebtedness pursuant to the Leverage Ratio test set forth in the first
      paragraph of Section 6.10.

     

    An
      Unrestricted Subsidiary may be redesignated as a Restricted Subsidiary if such
      redesignation would not cause a Default. 

    


    6.9.  Dividend
      and Other Payment Restrictions Affecting Subsidiaries.
      The
      Borrower shall not, directly or indirectly, create or permit to exist or become
      effective any encumbrance or restriction on the ability of any of its Restricted
      Subsidiaries to:

     

    (a)  pay
      dividends or make any other distributions on its Capital Stock to the Borrower
      or any of its Restricted Subsidiaries, or with respect to any other interest
      or
      participation in, or measured by, its profits, or pay any Indebtedness owed
      to
      the Borrower or any of its Restricted Subsidiaries; 

     

    (b)  make
      loans or advances to the Borrower or any of its Restricted Subsidiaries; or
      

     

    (c)  transfer
      any of its properties or assets to the Borrower or any of its Restricted
      Subsidiaries.

     

    However,
      the preceding restrictions shall not apply to encumbrances or restrictions
      existing under or by reason of:

     

    (a)  Existing
      Indebtedness, contracts and other instruments as in effect on the Effective
      Date
      and any amendments, modifications, restatements, renewals, increases,
      supplements, refundings, replacements or refinancings thereof, provided that
      such amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings are not materially more restrictive,
      taken as a whole, with respect to such dividend and other payment restrictions
      than those contained in the most restrictive Existing Indebtedness, contracts
      or
      other instruments, as in effect on the Effective Date;

     

    (b)  this
      Agreement and the Loans;

     

    (c)  applicable
      law; 

     

    (d)  any
      instrument governing Indebtedness or Capital Stock of a Person acquired by
      the
      Borrower or any of its Restricted Subsidiaries as in effect at the time of
      such
      acquisition (except to the extent such Indebtedness was incurred in connection
      with or in contemplation of such acquisition), which encumbrance or restriction
      is not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so acquired;
      provided that, in the case of Indebtedness, such Indebtedness was permitted
      by
      the terms of this Agreement to be incurred; 

     

    (e)  customary
      non-assignment provisions in leases, franchise agreements and other commercial
      agreements entered into in the ordinary course of business; 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (f)  purchase
      money obligations for property acquired in the ordinary course of business
      that
      impose restrictions on the property so acquired of the nature described in
      clause (c) of the preceding paragraph; 

     

    (g)  any
      agreement for the sale or other disposition of Capital Stock or assets of a
      Restricted Subsidiary of the Borrower that restricts distributions by such
      Restricted Subsidiary pending such sale or other disposition; 

     

    (h)  Permitted
      Refinancing Indebtedness; provided that the restrictions contained in the
      agreements governing such Permitted Refinancing Indebtedness are not materially
      more restrictive at the time such restrictions become effective, taken as a
      whole, than those contained in the agreements governing the Indebtedness being
      refinanced; 

     

    (i)  Liens
      securing Indebtedness or other obligations otherwise permitted to be incurred
      under Section 6.14 that limit the right of the Borrower or any of its Restricted
      Subsidiaries to dispose of the assets subject to such Lien; 

     

    (j)  provisions
      with respect to the disposition or distribution of assets or property in joint
      venture agreements and other similar agreements entered into in the ordinary
      course of business; 

     

    (k)  restrictions
      on cash or other deposits or net worth imposed by customers under contracts
      entered into in the ordinary course of business; 

     

    (l)  restrictions
      contained in the terms of Indebtedness or Preferred Stock permitted to be
      incurred under Section 6.10; provided that such restrictions are not materially
      more restrictive, taken as a whole, than the terms contained in the most
      restrictive, together or individually, of the Credit Facilities and other
      Existing Indebtedness as in effect on the Effective Date; and 

     

    (m)  
      restrictions that are not materially more restrictive, taken as a whole, than
      customary provisions in comparable financings and that the management of the
      Borrower determines, at the time of such financing, will not materially impair
      the Borrower's ability to make payments as required hereunder. 

     

    6.10.  Incurrence
      of Indebtedness and Issuance of Preferred Stock.
      The
      Borrower shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create, incur, issue, assume, guarantee or otherwise
      become directly or indirectly liable, contingently or otherwise, with respect
      to
      (collectively, “incur”) any Indebtedness (including Acquired Debt) and the
      Borrower shall not issue any Disqualified Stock and shall not permit any of
      its
      Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred
      Stock; provided that the Borrower or any of its Restricted Subsidiaries may
      incur Indebtedness, the Borrower may issue Disqualified Stock and, subject
      to
      the final paragraph of this covenant below, Restricted Subsidiaries of the
      Borrower may issue Preferred Stock if the Leverage Ratio of the Borrower and
      its
      Restricted Subsidiaries would have been not greater than 5.5 to 1.0 determined
      on a pro forma basis (including a pro forma application of the net proceeds
      therefrom), as if the additional Indebtedness had been incurred, or the
      Disqualified Stock or Preferred Stock had been issued, as the case may be,
      at
      the beginning of the most recently ended fiscal quarter.

     

    So
      long
      as no Default shall have occurred and be continuing or would be caused thereby,
      the first paragraph of this covenant shall not prohibit the incurrence of any
      of
      the following items of Indebtedness (collectively, “Permitted Debt”):


     

    (1)  the
      incurrence by the Borrower and its Restricted Subsidiaries of Indebtedness
      under
      Credit Facilities (including this Agreement but excluding Incremental Loans);
      provided 

     

    
      
        
        

      

      
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      that
        the
        aggregate principal amount of all Indebtedness of the Borrower and its
        Restricted Subsidiaries outstanding under this clause (1) for all Credit
        Facilities of the Borrower and its Restricted Subsidiaries after giving effect
        to such incurrence does not exceed an amount equal to $9.75 billion less
        the
        aggregate amount of all Net Proceeds from Asset Sales applied by the Borrower
        or
        any of its Restricted Subsidiaries to repay any such Indebtedness under a
        Credit
        Facility pursuant to Section 6.11; 

    

     

    (2)  the
      incurrence by the Borrower and its Restricted Subsidiaries of Existing
      Indebtedness (other than under Credit Facilities);

     

    (3)  the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      represented by Capital Lease Obligations, mortgage financings or purchase money
      obligations, in each case, incurred for the purpose of financing all or any
      part
      of the purchase price or cost of construction or improvement (including the
      cost
      of design, development, construction, acquisition, transportation, installation,
      improvement and migration) of Productive Assets of the Borrower or any of its
      Restricted Subsidiaries, in an aggregate principal amount not to exceed,
      together with any related Permitted Refinancing Indebtedness permitted by clause
      (5) below, $400 million at any time outstanding;

     

    (4)  the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted
      Refinancing Indebtedness in exchange for, or the net proceeds of which are
      used
      to refund, refinance or replace, in whole or in part, Indebtedness (other than
      intercompany Indebtedness) that was permitted by this Agreement to be incurred
      under this clause (5), the first paragraph of this Section 6.10 or clauses
      (2),
      (3) or (4) of this paragraph; 

     

    (5)  the
      incurrence by the Borrower or any of its Restricted Subsidiaries of intercompany
      Indebtedness between or among the Borrower and/or any of its Restricted
      Subsidiaries; provided that:

     

    (i)    if
      the
      Borrower is the obligor on such Indebtedness, such Indebtedness must be
      expressly subordinated to the prior payment in full in cash of all Obligations
      with respect to the Loans; and

     

    (ii)    (A)
      any
      subsequent issuance or transfer of Equity Interests that results in any such
      Indebtedness being held by a Person other than the Borrower or a Restricted
      Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness
      to a Person that is not either the Borrower or a Restricted Subsidiary thereof,
      shall be deemed, in each case, to constitute an incurrence of such Indebtedness
      that was not permitted by this clause (6); 

     

    (6)  the
      incurrence by the Borrower or any of its Restricted Subsidiaries of Hedging
      Obligations that are incurred for the purpose of fixing or hedging interest
      rate
      risk with respect to any floating rate Indebtedness that is permitted by the
      terms of this Agreement to be outstanding;

     

    (7)  the
      guarantee by the Borrower or any of its Restricted Subsidiaries of Indebtedness
      of a Restricted Subsidiary of the Borrower that was permitted to be incurred
      by
      another provision of this Section 6.10;

     

    (8)  [Reserved];

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    (9)  the
      incurrence by the Borrower or any of its Restricted Subsidiaries of additional
      Indebtedness in an aggregate principal amount at any time outstanding under
      this
      clause (9) not to exceed $300 million;

     

    (10)  the
      accretion or amortization of original issue discount and the write-up of
      Indebtedness in accordance with purchase accounting; and

     

    (11)  Indebtedness
      of the Borrower or any of its Restricted 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 Restricted Subsidiary in the ordinary course
      of
      business against insufficient funds, so long as such Indebtedness is promptly
      repaid.

     

    For
      purposes of determining compliance with this Section 6.10, any Indebtedness
      under Credit Facilities outstanding on the Effective Date, the New Term Loans
      (as defined under the CCO First Lien Credit Agreement) and the Loans (other
      than
      Incremental Loans) (collectively, “Effective
      Date Indebtedness”)
      shall
      be deemed to have been incurred pursuant to clause (1) above, and, in the event
      that an item of proposed Indebtedness (other than any Effective Date
      Indebtedness) (a) meets the criteria of more than one of the categories of
      Permitted Debt described in clauses (1) through (11) above or (b) is entitled
      to
      be incurred pursuant to the first paragraph of this Section 6.10, the Borrower
      shall be permitted to classify and from time to time to reclassify such item
      of
      Indebtedness in any manner that complies with this Section 6.10. Once any item
      of Indebtedness is so reclassified, it shall no longer be deemed outstanding
      under the category of Permitted Debt, where initially incurred or previously
      reclassified. For avoidance of doubt, Indebtedness incurred pursuant to a single
      agreement, instrument, program, facility or line of credit may be classified
      as
      Indebtedness arising in part under one of the clauses listed above or under
      the
      first paragraph of this Section 6.10, and in part under any one or more of
      the
      clauses listed above, to the extent that such Indebtedness satisfies the
      criteria for such classification. 

     

    Notwithstanding
      the foregoing, in no event shall any Restricted Subsidiary of the Borrower
      consummate a Subordinated Debt Financing or a Preferred Stock Financing. A
      “Subordinated
      Debt Financing”
or
      a
“Preferred
      Stock Financing,”
as
      the
      case may be, with respect to any Restricted Subsidiary of the Borrower shall
      mean a public offering or private placement (whether pursuant to Rule 144A
      under the Securities Act or otherwise) of Subordinated Notes or Preferred Stock
      (whether or not such Preferred Stock constitutes Disqualified Stock), as the
      case may be, of such Restricted Subsidiary to one or more purchasers (other
      than
      to one or more Affiliates of the Borrower). “Subordinated
      Notes”
with
      respect to any Restricted Subsidiary of the Borrower shall mean Indebtedness
      of
      such Restricted Subsidiary that is contractually subordinated in right of
      payment to any other Indebtedness of such Restricted Subsidiary (including
      Indebtedness under Credit Facilities), provided
      that the
      foregoing shall not apply to priority of Liens, including by way of
      intercreditor arrangements. The foregoing limitation shall not apply
      to:

     

    (a)  any
      Indebtedness or Preferred Stock of any Person existing at the time such Person
      is merged with or into or becomes a Subsidiary of the Borrower; provided
      that
      such Indebtedness or Preferred Stock was not incurred or issued in connection
      with, or in contemplation of, such Person merging with or into, or becoming
      a
      Subsidiary of, the Borrower, and

     

    (b)  any
      Indebtedness or Preferred Stock of a Restricted Subsidiary issued in connection
      with, and as part of the consideration for, an acquisition, whether by stock
      purchase, asset sale, merger or otherwise, in each case involving such
      Restricted Subsidiary, which Indebtedness or Preferred Stock is issued to the
      seller or sellers of such stock or assets; provided
      that
      such Restricted Subsidiary is not obligated to register such Indebtedness or
      Preferred Stock under the Securities Act or obligated to provide information
      pursuant to Rule 144A under the Securities Act.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, all Indebtedness incurred during any Suspension Period shall
      not
      be deemed to have been incurred for the purposes of this Section 6.10, but
      shall
      be included in the calculation of outstanding Indebtedness from and after the
      next succeeding Reversion Date.

    


    6.11.  Asset
      Sales.
      The
      Borrower shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      consummate an Asset Sale unless:

     

    (a)  the
      Borrower or such Restricted Subsidiary receives consideration at the time of
      such Asset Sale at least equal to the fair market value of the assets or Equity
      Interests issued or sold or otherwise disposed of;

     

    (b)  such
      fair
      market value is determined by the Board of Directors of CCI or the Borrower and
      evidenced by a resolution of such Board of Directors set forth in an Officers'
      Certificate delivered to the Administrative Agent;

     

    (c)  at
      least
      75% of the consideration therefor received by the Borrower or such Restricted
      Subsidiary is in the form of cash, Cash Equivalents or readily marketable
      securities.

     

    For
      purposes of this Section 6.11, each of the following shall be deemed to be
      cash:


     

    (1)  any
      liabilities (as shown on the Borrower's or such Restricted Subsidiary's most
      recent balance sheet) of the Borrower or any Restricted Subsidiary thereof
      (other than contingent liabilities and liabilities that are by their terms
      subordinated to the Loans) that are assumed by the transferee of any such assets
      pursuant to a customary novation agreement that releases the Borrower or such
      Restricted Subsidiary from further liability; 

     

    (2)  any
      securities, notes or other obligations received by the Borrower or any such
      Restricted Subsidiary from such transferee that are converted by the recipient
      thereof into cash, Cash Equivalents or readily marketable securities within
      60
      days after receipt thereof (to the extent of the cash, Cash Equivalents or
      readily marketable securities received in that conversion); and

     

    (3)  Productive
      Assets.

     

    Within
      365 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower
      or a Restricted Subsidiary thereof may apply such Net Proceeds at its
      option:

    


    (1)  to
      repay
      (a) Indebtedness secured by a Lien on the Collateral that is contractually
      senior, in terms of sharing of Collateral, to the Liens securing the Loans
      or
      (b)  Indebtedness of the Restricted Subsidiaries of the Borrower (other
      than Indebtedness represented by a guarantee of a Restricted Subsidiary of
      the
      Borrower of Indebtedness of the Borrower); or

     

    (2)  to
      invest
      in Productive Assets; provided that any such amount of Net Proceeds which the
      Borrower or a Restricted Subsidiary thereof has committed to invest in
      Productive Assets within 365 days of the applicable Asset Sale may be invested
      in Productive Assets within two years of such Asset Sale.

     

    The
      amount of any Net Proceeds received from Asset Sales that are not applied or
      invested as provided in the preceding paragraph shall constitute “Excess
      Proceeds.”
When
      the aggregate amount of Excess Proceeds exceeds $25 million, the Borrower shall
      make an offer (an “Asset
      Sale Offer”)
      to all
      Lenders and will repay, redeem or offer to purchase all other Indebtedness
      of
      the Borrower 

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

       

      that
        is
        of equal priority in right of payment with the Loans containing provisions
        requiring repayment, redemption or offers to purchase with the proceeds of
        sales
        of assets, to purchase, repay or redeem, on a pro rata basis, the maximum
        principal amount of Loans and such other Indebtedness of the Borrower of
        equal
        priority that may be purchased, repaid or redeemed out of the Excess Proceeds,
        which amount includes the entire amount of the unapplied Net Proceeds. The
        offer
        price in any Asset Sale Offer shall be payable in cash and equal to 100%
        of the
        principal amount of the subject Loans plus accrued and unpaid interest, if
        any,
        to the date of prepayment. If the aggregate principal amount of Loans whose
        holders have elected to require prepayment in connection with such Asset
        Sale
        Offer and such other Indebtedness of equal priority to be purchased, repaid
        or
        redeemed out of the Excess Proceeds exceeds the amount of Excess Proceeds,
        the
        Loans elected for prepayment in connection with such Asset Sale Offer and
        such
        other Indebtedness
        of equal priority shall be purchased, repaid or redeemed on a pro rata basis.
        

    

     

    The
      Asset
      Sale Offer shall remain open for a period of 20 Business Days following its
      commencement. No later than five Business Days after the termination of the
      Offer Period, the Borrower shall repay the principal amount of Loans required
      to
      be repaid pursuant to this covenant (the “Offer
      Amount”)
      or, if
      less than the Offer Amount has been elected for repayment, all Loans whose
      holders have elected repayment in response to the Asset Sale Offer. Repayments
      of any Loans so repaid shall be made in the same manner as interest payments
      are
      made. 

     

    Upon
      the
      commencement of an Asset Sale Offer the Borrower shall provide a notice to
      the
      Administrative Agent (which the Administrative Agent shall then promptly make
      available to each Lender). The Asset Sale Offer shall be made to all Lenders.
      The notice, which shall govern the terms of the Asset Sale Offer, shall state:
      

     

    (a) that
      the
      Asset Sale Offer is being made pursuant to this Section 6.11 and the length
      of time the Asset Sale Offer shall remain open (the “Offer
      Period”);
      

     

    (b) the
      Offer
      Amount and the prepayment date; and

     

    (c) that
      Lenders shall be required to notify the Administrative Agent prior to the
      expiration of the Offer Period in order to have such Lender’s Loans prepaid in
      such Asset Sale Offer. 

     

    On
      the
      prepayment date, the Borrower shall:

     

    (a)  be
      obligated to prepay all Loans whose holders have properly elected repayment
      pursuant to the Asset Sale Offer (or such lesser amount as is required to be
      prepaid pursuant to such Asset Sale Offer in accordance with the second
      preceding paragraph); and

     

    (b)  deposit
      with the Administrative Agent an amount equal to the Offer Amount (or such
      lesser amount as is required to be prepaid pursuant to such Asset Sale Offer
      in
      accordance with the second preceding paragraph). 

     

    The
      Administrative Agent shall promptly distribute to each electing Lender the
      portion of the Offer Amount (or such lesser amount as is required to be prepaid
      pursuant to such Asset Sale Offer in accordance with the second preceding
      paragraph) for its respective Loans subject to such election.

     

    If
      any
      Excess Proceeds remain after consummation of an Asset Sale Offer, then the
      Borrower or any Restricted Subsidiary thereof may use such remaining Excess
      Proceeds for any purpose not otherwise prohibited by this Agreement. Upon
      completion of any Asset Sale Offer, the amount of Excess Proceeds shall be
      reset
      at zero. 

     

    
      
        
        

      

      
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    6.12.  Sales
      and Leasebacks.
      The
      Borrower shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      enter into any sale and leaseback transaction; provided that the Borrower and
      its Restricted Subsidiaries may enter into a sale and leaseback transaction
      if:


     

    (a)  the
      Borrower or such Restricted Subsidiary could have:

     

    (1)  incurred
      Indebtedness in an amount equal to the Attributable Debt relating to such sale
      and leaseback transaction under the Leverage Ratio test in the first paragraph
      of Section 6.10; and 

     

    (2)  incurred
      a Lien to secure such Indebtedness pursuant to Section 6.14 or the definition
      of
“Permitted Liens”; and 

     

    (b)  the
      transfer of assets in that sale and leaseback transaction is permitted by,
      and
      the Borrower or such Restricted Subsidiary applies the proceeds of such
      transaction in compliance with, Section 6.11.

     

    The
      foregoing restrictions shall not apply to a sale and leaseback transaction
      if
      the lease is for a period, including renewal rights, not in excess of three
      years.

    


    6.13.  Transactions
      with Affiliates.
      (a) The
      Borrower shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      make any payment to, or sell, lease, transfer or otherwise dispose of any of
      its
      properties or assets to, or purchase any property or assets from, or enter
      into
      or make or amend any transaction, contract, agreement, understanding, loan,
      advance or guarantee with, or for the benefit of, any Affiliate (each, an
“Affiliate Transaction”), unless:

     

    (b)  such
      Affiliate Transaction is on terms that are not less favorable to the Borrower
      or
      the relevant Restricted Subsidiary than those that would have been obtained
      in a
      comparable transaction by the Borrower or such Restricted Subsidiary with a
      Person who is not an Affiliate; and 

     

    (c)  the
      Borrower delivers to the Administrative Agent:

     

    (1)  with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration given or received by the Borrower or any
      such
      Restricted Subsidiary in excess of $15 million, a resolution of the Board of
      Directors of the Borrower or CCI in its capacity as manager of the Borrower
      (other than with respect to an Affiliate Transaction involving CCI) set forth
      in
      an Officers' Certificate certifying that such Affiliate Transaction complies
      with this Section 6.13 and that such Affiliate Transaction has been approved
      by
      a majority of the members of such Board of Directors; and

     

    (2)  with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration given or received by the Borrower or any
      such
      Restricted Subsidiary in excess of $50 million, an opinion as to the fairness
      to
      the Lenders of such Affiliate Transaction from a financial point of view issued
      by an accounting, appraisal or investment banking firm of national standing.
      

     

    The
      following items shall not be deemed to be Affiliate Transactions and, therefore,
      shall not be subject to the provisions of the prior paragraph: 

    


    (a)  any
      existing employment agreement and employee benefit arrangement (including stock
      purchase or option agreements, deferred compensation plans, and retirement,
      savings or similar 

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

       

      plans)
        entered into by the Borrower or any of its Subsidiaries and any employment
        agreement and employee benefit arrangements entered into by the Borrower
        or any
        of its Restricted Subsidiaries in the ordinary course of
        business;

    

     

    (b)  transactions
      between or among the Borrower and/or its Restricted Subsidiaries; 

     

    (c)  payment
      of reasonable directors' fees to Persons who are not otherwise Affiliates of
      the
      Borrower and customary indemnification and insurance arrangements in favor
      of
      directors, regardless of affiliation with the Borrower or any of its Restricted
      Subsidiaries; 

     

    (d)  payment
      of Management Fees; 

     

    (e)  Restricted
      Payments that are permitted by Section 6.7 and Restricted Investments that
      are
      permitted by Section 6.8; 

     

    (f)  Permitted
      Investments;

     

    (g)  transactions
      pursuant to agreements existing on the Effective Date, as in effect on the
      Effective Date, or as subsequently modified, supplemented, or amended, to the
      extent that any such modifications, supplements or amendments complied with
      the
      applicable provisions of the first paragraph of this Section 6.13;
      and

     

    (h)  contributions
      to the common equity of the Borrower or the issue or sale of Equity Interests
      of
      the Borrower.

     

    6.14.  Liens.
      The
      Borrower shall not directly or indirectly, create or incur any Lien of any
      kind
      securing Indebtedness, Attributable Debt or trade payables on any assets of
      the
      Borrower, whether owned on the Effective Date or thereafter acquired, unless
      such Lien is to secure such an obligation on a basis, in terms of sharing of
      proceeds of Collateral, that is contractually (i) pari passu to the Liens
      securing the Loans and, after giving effect thereto, or after giving effect
      to
      the incurrence of such Indebtedness, Attributable Debt or trade payables, the
      Borrower would have been permitted to incur at least $1.00 of additional
      Indebtedness pursuant to the Leverage Ratio test set forth in the first
      paragraph of Section 6.10 or (ii) junior to the Liens securing the Loans. The
      foregoing restriction shall not apply to Permitted Liens.

    


    6.15.  Existence.
      Subject
      to Section 6.19 below, the Borrower shall do or cause to be done all things
      necessary to preserve and keep in full force and effect (a) its limited
      liability company existence, and the corporate, partnership or other existence
      of each of its Restricted Subsidiaries, in accordance with the respective
      organizational documents (as the same may be amended from time to time) of
      the
      Borrower or any such Restricted Subsidiary and (b) the rights (charter and
      statutory), licenses and franchises of the Borrower and its Subsidiaries;
      provided, however, that the Borrower shall not be required to preserve any
      such
      right, license or franchise, or the corporate, partnership or other existence
      of
      any of its Restricted Subsidiaries, if the Board of Directors of CCI or the
      Borrower shall determine that the preservation thereof is no longer desirable
      in
      the conduct of the business of the Borrower and its Restricted Subsidiaries,
      taken as a whole, and that the loss thereof is not likely to result in a
      material adverse effect on the Borrower and its Restricted Subsidiaries taken
      as
      a whole.

     

    6.16.  Change
      of Control.
      If a
      Change of Control occurs, each Lender shall have the right to require the
      Borrower to repay all or any part (equal to $1,000,000 in principal amount,
      or
      in either case, an integral multiple thereof) of that Lender's Loans pursuant
      to
      a “Change
      of Control Offer.”
In
      the


     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

       

      Change
        of
        Control Offer, the Borrower shall offer to prepay the Loans in accordance
        with
        Section 2.8 (a “Change
        of Control Payment”).

    

     

    Within
      ten days following any Change of Control, the Borrower shall mail a notice
      to
      the Administrative Agent (which the Administrative Agent shall then promptly
      make available to each Lender) describing the transaction or transactions that
      constitute the Change of Control and stating:

    


    (a)  the
      repayment amount and the repayment date, which shall not exceed 30 Business
      Days
      from the date such notice is mailed (the “Change
      of Control Payment Date”);
      and

     

    (b)  that
      Lenders shall be entitled to withdraw their election if the Administrative
      Agent
      receives, not later than the close of business on the second Business Day
      preceding the Change of Control Payment Date, a notice setting forth the name
      of
      the Lender and a statement that such Lender is withdrawing his election to
      have
      the Loans repaid.

     

    On
      the
      Change of Control Payment Date, the Borrower shall:

     

    (c)  be
      obligated to repay all Loans whose holders have properly elected repayment
      pursuant to the Change of Control Offer; and

     

    (d)  deposit
      with the Administrative Agent an amount equal to the Change of Control Payment
      in respect of all Loans or portions thereof so elected for repayment.


     

    The
      Administrative Agent shall promptly distribute to each electing Lender the
      Change of Control Payment for its respective Loans subject to such election,
      and
      the Borrower shall promptly deliver to each Lender upon such Lender's request
      a
      new Note equal in principal amount to the portion of such Lender's Loans not
      elected for repayment, if any.

     

    The
      provisions described above that require the Borrower to make a Change of Control
      Offer following a Change of Control shall be applicable regardless of whether
      or
      not any other provisions in this Agreement are applicable.

     

    Notwithstanding
      any other provision of this Section 6.16, the Borrower shall not be required
      to
      make a Change of Control Offer upon a Change of Control if a third party makes
      the Change of Control Offer in the manner, at the times and otherwise in
      compliance with the requirements set forth in this Agreement applicable to
      a
      Change of Control Offer made by the Borrower and repays all Loans whose holders
      have validly elected repayment and not withdrawn under such Change of Control
      Offer.

     

    6.17.  Limitations
      on Issuances of Guarantees of Indebtedness.
      The
      Borrower shall not permit any of its Restricted Subsidiaries, directly or
      indirectly, to Guarantee or pledge any assets to secure the payment of any
      other
      Indebtedness of the Borrower except in respect of the Credit Facilities (the
      “Guaranteed
      Indebtedness”)
      unless: 

    


    (1)
      such
      Restricted Subsidiary simultaneously executes and delivers a Guarantee (a
“Subsidiary
      Guarantee”)
      of the
      payment of the Loans by such Restricted Subsidiary: and 

    


    (2)
      until
      one year after all the Loans have been paid in full in cash, such Restricted
      Subsidiary waives and will not in any manner whatsoever claim or take the
      benefit or advantage of, any rights of reimbursement, indemnity or subrogation
      or any other 

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    rights
      against the Borrower or any other Restricted Subsidiary thereof as a result
      of
      any payment by such Restricted Subsidiary under its Subsidiary
      Guarantee;

     

    provided
      that this paragraph shall not be applicable to any Guarantee of any Restricted
      Subsidiary that existed at the time such Person became a Restricted Subsidiary
      and was not incurred in connection with, or in contemplation of, such Person
      becoming a Restricted Subsidiary.

     

    If
      the
      Guaranteed Indebtedness is subordinated to the Loans, then the Guarantee of
      such
      Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at
      least to the extent that the Guaranteed Indebtedness is subordinated to the
      Loans. 

     

    Any
      such
      Subsidiary Guarantee shall terminate upon the release of such guarantor from
      its
      guarantee of the Guaranteed Indebtedness.

    


    6.18.  [RESERVED].
      

     

    6.19.  Application
      of Fall-Away Covenants.
      During
      any period of time that (a) the Loans have Investment Grade Ratings from
      both Rating Agencies and (b) no Default or Event of Default has occurred
      and is continuing under this Agreement, the Borrower and its Restricted
      Subsidiaries shall not be subject to the provisions of Sections 6.7, 6.8,
      6.9, 6.10, 6.11, 6.12, 6.13 and clause (d) of Section 6.20 (collectively,
      the “Suspended Covenants”).

     

    If
      the
      Borrower and its Restricted Subsidiaries are not subject to the Suspended
      Covenants for any period of time as a result of the previous sentence and,
      subsequently, one, or both of the Rating Agencies withdraws its ratings or
      downgrades the ratings assigned to the Loans below the required Investment
      Grade
      Ratings or a Default or Event of Default occurs and is continuing (each, a
      “Reversion
      Date”),
      then
      the Borrower and its Restricted Subsidiaries shall thereafter again be subject
      to the Suspended Covenants. The ability of the Borrower and its Restricted
      Subsidiaries to make Restricted Payments after the time of such withdrawal,
      downgrade, Default or Event of Default shall be calculated in accordance with
      the terms of Section 6.7 as though such covenant had been in effect during
      the entire period of time from the Effective Date. Any Unrestricted Subsidiary
      that was designated as such during any Suspension Period that is a Subsidiary
      of
      the Borrower on the Reversion Date shall be deemed to be a Restricted Subsidiary
      on the corresponding Reversion Date and such designation shall not be deemed
      a
      Default or Event of Default under this Agreement. For purposes on Section 6.11,
      on the Reversion Date, the unutilized Excess Proceeds will be reset to
      zero.

    


    6.20.  Fundamental
      Changes.
      The
      Borrower may not, directly or indirectly: (1) consolidate or merge with or
      into
      another Person (whether or not the Borrower is the surviving Person) or (2)
      sell, assign, transfer, convey or otherwise dispose of all or substantially
      all
      of its properties or assets, in one or more related transactions, to another
      Person; unless:

     

    (a)  either:

     

    (1)  the
      Borrower is the surviving Person; or

     

    (2)  the
      Person formed by or surviving any such consolidation or merger (if other than
      the Borrower) or to which such sale, assignment, transfer, conveyance or other
      disposition shall have been made is a Person organized or existing under the
      laws of the United States, any state thereof or the District of Columbia;


     

    
      
        
        

      

      
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    (b)  the
      Person formed by or surviving any such consolidation or merger (if other than
      the Borrower) or the Person to which such sale, assignment, transfer, conveyance
      or other disposition shall have been made assumes all the obligations of the
      Borrower under this Agreement and the other Loan Documents pursuant to
      agreements reasonably satisfactory to the Administrative Agent; 

     

    (c)  immediately
      after such transaction no Default or Event of Default exists; and

     

    (d)  the
      Borrower or the Person formed by or surviving any such consolidation or merger
      (if other than the Borrower) will, on the date of such transaction after giving
      pro forma effect thereto and any related financing transactions as if the same
      had occurred at the beginning of the applicable four-quarter period, (i) be
      permitted to incur at least $1.00 of additional Indebtedness pursuant to the
      Leverage Ratio test set forth in the first paragraph of Section 6.10 or (ii)
      have a Leverage Ratio immediately after giving effect to such consolidation
      or
      merger no greater than the Leverage Ratio immediately prior to such
      consolidation or merger.

     

    In
      addition, the Borrower may not, directly or indirectly, lease all or
      substantially all of its properties or assets, in one or more related
      transactions, to any other Person. The foregoing clause (d) shall not apply
      to a
      sale, assignment, transfer, conveyance or other disposition of assets between
      or
      among the Borrower and any of its Wholly Owned Restricted Subsidiaries.


    


    Upon
      any
      consolidation or merger, or any sale, assignment, transfer, lease, conveyance
      or
      other disposition of all or substantially all of the assets of the Borrower
      in
      accordance with the terms above in this Section 6.20, the successor Person
      formed by such consolidation or into which the Borrower is merged or to which
      such transfer is made shall succeed to and (except in the case of a lease)
      be
      substituted for, and may exercise every right and power of, the Borrower, as
      the
      case may be, under this Agreement and the other Loan Documents with the same
      effect as if such successor Person had been named therein as the Borrower,
      and
      (except in the case of a lease) the Borrower shall be released from the
      obligations under this Agreement and the other Loan Documents, except with
      respect to any obligations that arise from, or are related to, such transaction.
      

    


    SECTION
      7.    [RESERVED]

     

    SECTION
      8.    EVENTS
      OF
      DEFAULT

     

    8.1.  Events
      of Default.
      Each of
      the following is an Event of Default hereunder:

     

    (a)  default
      for 30 consecutive days in the payment when due of interest on the
      Loans;

     

    (b)  default
      in payment when due of the principal of or premium, if any, on the
      Loans;

     

    (c)  failure
      by the Borrower or any of its Restricted Subsidiaries to comply with the
      provisions of Sections 6.16 and 6.20;

     

    (d)  
      failure
      by the Borrower or any of its Restricted Subsidiaries for 30 consecutive days
      after written notice thereof has been given to the Borrower by the
      Administrative Agent or to the Borrower and the Administrative Agent by Lenders
      holding at least 25% of the aggregate principal amount of Loans then outstanding
      to comply with any of its other covenants or agreements in this Agreement;
      

     

    (e)  default
      under any mortgage, indenture or instrument under which there may be issued
      or
      by which there may be secured or evidenced any Indebtedness for money borrowed
      by the Borrower or 

     

    
      
        
        

      

      
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      any
        of
        its Restricted Subsidiaries (or the payment of which is guaranteed by the
        Borrower or any of its Restricted Subsidiaries), whether such Indebtedness
        or
        guarantee now exists or is created after the Effective Date, if that
        default:

    

     

    (1)  is
      caused
      by a failure to pay at final stated maturity the principal amount of such
      Indebtedness prior to the expiration of the grace period provided in such
      Indebtedness on the date of such default (a “Payment Default”); or

     

    (2)  results
      in the acceleration of such Indebtedness prior to its express maturity, and,
      in
      each case, the principal amount of any such Indebtedness, together with the
      principal amount of any other such Indebtedness under which there has been
      a
      Payment Default or the maturity of which has been so accelerated, aggregates
      $100 million or more; 

     

    (f)  
      failure
      by the Borrower or any of its Restricted Subsidiaries to pay final judgments
      which are non-appealable aggregating in excess of $100 million, net of
      applicable insurance which has not been denied in writing by the insurer, which
      judgments are not paid, discharged or stayed for a period of 60 days;


     

    (g)  
      the
      Borrower or any of its Significant Subsidiaries pursuant to or within the
      meaning of Bankruptcy Law:

     

    (1)  commences
      a voluntary case, 

     

    (2)  consents
      to the entry of an order for relief against it in an involuntary case,


     

    (3)  consents
      to the appointment of a custodian of it or for all or substantially all of
      its
      property, or

     

    (4)  makes
      a
      general assignment for the benefit of its creditors; or

     

    (h)  a
      court
      of competent jurisdiction enters an order or decree under any Bankruptcy Law
      that:

     

    (1)  is
      for
      relief against the Borrower or any of its Significant Subsidiaries in an
      involuntary case; 

     

    (2)  appoints
      a custodian of the Borrower or any of its Significant Subsidiaries or for all
      or
      substantially all of the property of the Borrower or any of its Significant
      Subsidiaries; or 

     

    (3)  orders
      the liquidation of the Borrower or any of its Significant
      Subsidiaries;

     

    and
      the
      order or decree remains unstayed and in effect for 60 consecutive days;
      and

     

    (i)  so
      long
      as the Pledge Agreement has not otherwise been terminated in accordance with
      its
      terms or the Collateral as a whole has not otherwise been released from the
      Lien
      of the Pledge Agreement in accordance with the terms thereof, (i) any default
      by
      the Borrower in the performance of its obligations under the Pledge Agreement
      (after the lapse of any applicable grace periods) or this Agreement which
      adversely affects the enforceability, validity, perfection or priority of the
      Administrative Agent's Lien on the Collateral or which adversely affects the
      condition or value of the Collateral, taken as a whole, in any material respect,
      (ii) repudiation or disaffirmation by the Borrower of 

     

    
      
        
        

      

      
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      its
        obligations under the Pledge Agreement and (iii) the determination in a judicial
        proceeding that the Pledge Agreement is unenforceable or invalid against
        the
        Borrower for any reason.

    

     

    8.2.  Acceleration.
      In the
      case of an Event of Default arising from clause (g) or (h) of Section 8.1 with
      respect to the Borrower, all of the outstanding Loans shall become due and
      payable immediately without further action or notice. If any other Event of
      Default occurs and is continuing, the Required Lenders may declare all the
      Loans
      to be due and payable immediately. The Required Lenders by written notice to
      the
      Administrative Agent may on behalf of all of the Lenders rescind an acceleration
      and its consequences if the rescission would not conflict with any judgment
      or
      decree and if all existing Events of Default have been cured or
      waived.

    


    8.3.  Other
      Remedies.
      If an
      Event of Default occurs and is continuing, the Administrative Agent may pursue
      any available remedy to collect the payment of principal, premium, if any,
      and
      interest on the Loans or to enforce the performance of any provision of this
      Agreement. 

    


    A
      delay
      or omission by the Administrative Agent or any Lender in exercising any right
      or
      remedy accruing upon a Default or an Event of Default shall not impair the
      right
      or remedy or constitute a waiver of or acquiescence in a Default or the Event
      of
      Default. All remedies are cumulative to the extent permitted by
      law.

    


    8.4.  Waiver
      of Existing Defaults.
      The
      Required Lenders by notice to the Administrative Agent may on behalf of all
      Lenders waive an existing Default or Event of Default and its consequences
      hereunder, except a continuing Default or Event of Default in the payment of
      the
      principal of, premium, if any, or interest on, the Loans (including in
      connection with an offer to purchase); provided, however, that the Required
      Lenders may rescind an acceleration and its consequences, including any related
      payment default that resulted from such acceleration. Upon any such waiver,
      such
      Default shall cease to exist, and any Event of Default arising therefrom shall
      be deemed to have been cured for every purpose of this Agreement; but no such
      waiver shall extend to any subsequent or other Default or impair any right
      consequent thereon.

    


    8.5.  Priorities.
      If the
      Administrative Agent collects any money pursuant to this Section, it shall
      pay
      out the money in the following order: 

    


    First:
      to
      the Administrative Agent , its agents and attorneys for amounts due under
      Sections 9.7 and 10.5, including payment of all compensation, expense and
      liabilities incurred, and all advances made, by the Administrative Agent and
      the
      costs and expenses of collection; 

    


    Second:
      to Lenders for amounts due and unpaid with respect to the Loans for interest,
      ratably, without preference or priority of any kind, according to the amounts
      due and payable with respect to the Loans for interest; and 

    


    Third:
      to
      Lenders for amounts due and unpaid with respect to the Loans for principal
      and
      premium, ratably, without preference or priority of any kind, according to
      the
      amounts due and payable with respect to the Loans for principal and premium,
      respectively; and 

    


    
      
        
        

      

      
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    Third:
      to
      the Borrower or to such party as a court of competent jurisdiction shall direct.
      

    


    The
      Administrative Agent may fix a record date and payment date for any payment
      to
      Lenders pursuant to this Section 8.10.

    


    


    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
      the Borrower 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 the Borrower 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 the Borrower.

     

    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, 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 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 

     

    
      
        
        

      

      
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      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 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 the Borrower
      or any affiliate of the Borrower, 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
      Borrower and its 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 Borrower and its 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 the Borrower or any affiliate
      of
      the Borrower that may come into the possession of the Administrative Agent
      or
      any of its officers, directors, employees, agents, attorneys-in-fact or
      affiliates.

     

    9.7.  Indemnification.
      The
      Lenders agree to indemnify each Agent in its capacity as such (to the extent
      not
      reimbursed by the Borrower and without limiting the obligation of 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 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, this Agreement,
      any
      of the other Loan 

     

    
      
        
        

      

      
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      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 the Borrower as though such Agent were
      not
      an Agent. With respect to its Loans made 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), Section 8(b), Section 8(g) or Section 8(h) 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 Co-Syndication Agents.
      The
      Co-Documentation Agents and Co-Syndication Agents shall have no duties or
      responsibilities hereunder in their capacity as such.

     

    9.11.  Intercreditor
      Agreement.
      The
      provisions of this Agreement and the other Loan Documents are subject to the
      Intercreditor Agreement. Each Lender hereby authorizes the Administrative Agent
      to enter into the Intercreditor Agreement, any amendment thereof, and any other
      intercreditor agreement authorized by Section 10.1 and agrees that such Lender
      shall be bound by the terms of the Intercreditor Agreement, any such amendment
      and each other intercreditor agreement authorized by Section 10.1 to the same
      extent as if such Lender were named as an original party therein. 

     

    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 the Borrower may, or, with the
      written 

     

    
      
        
        

      

      
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      consent
        of the Required Lenders, the Administrative Agent and the Borrower 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 Borrower 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
        or reduce the stated rate of any interest, premium or fee payable hereunder
        or
        extend the scheduled date of any payment thereof, 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 from their
        obligations under the Pledge 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, modify Section 8.5 or change any provision of this agreement requiring
        pro rata treatment
        of all
        Lenders; or (iii) amend, modify or waive any provision of Section 9 without
        the
        written consent of the Administrative Agent. Any such waiver and any such
        amendment, supplement or modification shall apply equally to each of the
        Lenders
        and shall be binding upon the Borrower, the Lenders, the Agents and all future
        holders of the Loans. In the case of any waiver, the Borrower, 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.

    

     

    Notwithstanding
      the foregoing, without the consent of the Required Lenders, the Administrative
      Agent and the Borrower may amend any Loan Document: 

     

    (1)
      to
      cure any ambiguity, defect or inconsistency; 

     

    (4)
      to
      provide for the assumption of the Borrower’s obligations to Lenders in the case
      of a merger or consolidation or sale of all or substantially all of the assets
      of the Borrower pursuant to Section 6.20; 

     

    (5)
      to
      make any change that would provide any additional rights or benefits to the
      Lenders or that does not adversely affect the legal rights under this Agreement
      of any Lender; 

     

    (6)
      as
      necessary to comply with applicable law; 

     

    (7)
      to
      release Collateral, as permitted under the terms of this Agreement or the Pledge
      Agreement; 

     

    (8)
      to
      add any additional assets as Collateral; 

     

    (9)
      to
      subordinate the Lien of the Loan Documents on the Collateral to the Lien of
      the
      holders of any other Indebtedness secured by a Lien that is permitted to rank
      prior to the Lien securing the Obligations under this Agreement (including
      any
      Lien under clause (1) of the definition of Permitted Liens) on terms not less
      favorable to the Lenders in any material respect than the terms of the


     

    
      
        
        

      

      
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      Intercreditor
        Agreement (and upon the request of the Borrower, the Administrative Agent
        shall
        enter into any such agreement and amend or replace the Intercreditor Agreement
        for such purpose); or

    

     

    (10)
      to
      provide for or confirm the borrowing of Incremental Loans. 

     

    Any
      designation of additional Indebtedness as “Pari Passu Secured Indebtedness”
pursuant to Section 5.1 of the Pledge Agreement shall not be considered an
      amendment, supplement or other modification of such agreement.

     

    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 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:

     

    
      	
              The
                Borrower:

            	
              Charter
                Communications Holdings, LLC

              12405
                Powerscourt Drive

              St.
                Louis, Missouri 63131

              Attention:
                Treasurer

              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

               

              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 

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

     

    
      	
              The
                Administrative Agent:

            	
              Bank
                of America, N.A.

              TX1-419-14-12

              Dallas,
                Texas 75202-3714

              Attention:
                Joel Weaver

              Telecopy:
                (214) 290-9413

              Telephone:
                (214) 209-2354

              Email:
                joel.g.weaver@bankofamerica.com

               

              with
                a copy to:

               

              Bank
                of America, N.A.

              Agency
                Management

              901
                Main Street

              TX1-149-14-11

              Dallas,
                Texas 75202-3714

              Attention:
                Renita Cummings

              Telecopy:
                (214) 290-8371

              Telephone:
                (214) 209-4130

              Email:
                renita.m.cummings@bankofamerica.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 the Borrower to the first and second
      addressees identified above under “The Borrower:” 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 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 and each Agent harmless from, any and all recording and filing fees
      and
      any and all 

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

       

      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 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 the Borrower 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 the Borrower, its directors, shareholders or creditors
        or an Indemnitee, whether or not any Indemnitee is a party thereto and whether
        or not the 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,
      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.

     

    (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 

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    this
      Agreement (including all or a portion of 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 or an Approved Fund (as defined below), or (II) if an
      Event of Default described in Section 8(a), (b), (g) or (h) 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 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 Loans, (x) the amount of the 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 $1,000,000
      and
      (y)
      the Aggregate Exposure of such assigning Lender shall not fall below $1,000,000,
      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
      described in Section 8(a), (b), (g) or (h) 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 provided
      that the Administrative Agent may, in its sole discretion, elect to waive such
      processing and recordation fee in the case of any assignment;
      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.

     

    (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 

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    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 principal amount of the Loans 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 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 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 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 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.

    


    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    (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). 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, 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 the
      Borrower, any such notice being expressly waived by the
      Borrower to the extent permitted by applicable law, upon any amount becoming
      due
      and payable by 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
      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 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 

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

       

      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 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.
      The
      Borrower hereby irrevocably and unconditionally:

     

    (1)  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;

     

    (2)  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;

     

    (3)  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 the Borrower 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;

     

    (4)  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

     

    (5)  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.
      The
      Borrower hereby acknowledges that:

     

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

     

    (2)  neither
      any Agent nor any Lender has any fiduciary relationship with or duty to 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 the Borrower, on the other hand, in connection herewith or therewith
      is solely that of debtor and creditor; and

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    (3)  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 the Borrower and the Agents and the Lenders.

     

    10.14.  Release
      of Liens.
      In the
      event that (i) any Collateral is transferred in a transaction permitted by
      this
      Agreement or (ii) any Collateral is released pursuant to Section 10.1 with
      the
      consent of the Required Lenders, the Liens on such Collateral securing the
      Loans
      will be automatically released and terminated. To evidence any such release
      and
      termination, the Borrower shall be entitled to such releases, terminations
      and
      other documents and instruments as the Borrower or any third party entitled
      to
      rely thereon may request, and the Administrative Agent shall, at the Borrower’s,
      execute and deliver such requested releases, terminations and other documents
      and instruments, with respect to items of Collateral subject to release pursuant
      to this clause (b) upon compliance with the conditions precedent that the
      Borrower shall have delivered to the Administrative Agent the following:


    


    (i)
      a
      notice from the Borrower requesting release of Released Collateral and
      specifically describing the proposed Released Collateral; and

    


    (ii)
      no
      Default or Event of Default pursuant to clause (a) or (b) of Section 8.1 hereof
      is in effect or continuing on the date thereof or would result therefrom
      (including, without limitation, as a result of an Insolvency Proceeding).


    


    In
      addition, at such time as the Loans and the other obligations under the Loan
      Documents (other than contingent indemnification obligations) shall have been
      paid in full, the Collateral shall be released from the Liens created by the
      Pledge Agreement, and the Pledge Agreement and all obligations (other than
      those
      expressly stated to survive such termination) of the Administrative Agent and
      the Borrower under the Pledge 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 the Borrower pursuant to this Agreement that is designated
      by
      the Borrower 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 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). 

     

    
      
        
        

      

      
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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.
      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. 

     

    



    
      
        
        

      

      
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    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.

     

    CHARTER
      COMMUNICATIONS OPERATING, LLC

     

    By:
      /s/
      Eloise E. Schmitz  

    Name:
      Eloise E. Schmitz

    Title:
       Senior
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BANK
      OF
      AMERICA, N.A., as Administrative Agent and Lender

     

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

    Name:
      William A. Bowen, Jr.

    Title:
      Managing Director