SECOND AMENDED AND RESTATED CREDIT AGREEMENT



 




Exhibit 10.1




 




 




 










 




SECOND AMENDED AND RESTATED

CREDIT AGREEMENT




CHARTER COMMUNICATIONS OPERATING, LLC,

as Borrower




and




CHARTER COMMUNICATIONS HOLDINGS, LLC




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

as Joint Lead Arrangers




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

as Joint Bookrunners




BANK OF AMERICA, N.A.,

as Funding Agent




BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK,

as Administrative Agents




TD SECURITIES (USA) INC., as Syndication Agent




Dated as of March 18, 1999

as Amended and Restated as of January 3, 2002

and as further Amended and Restated as of June 19, 2003




 









 







 









TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	SECTION 1.	 	DEFINITIONS
	 	 	1	 
	 	1.1.	 	 	 	Defined Terms
	 	 	1	 
	 	1.2.	 	 	 	Other Definitional Provisions; Pro Forma Calculations
	 	 	28	 
	SECTION 2.	 	AMOUNT AND TERMS OF COMMITMENTS
	 	 	29	 
	 	2.1.	 	 	 	Commitments; Increases in the Tranche A Term Loans, the
Tranche B Term Loans and the Revolving Facilities; Incremental
Term Loans
	 	 	29	 
	 	2.2.	 	 	 	Procedure for Borrowing
	 	 	31	 
	 	2.3.	 	 	 	Repayment of Loans
	 	 	31	 
	 	2.4.	 	 	 	Swingline Commitment
	 	 	33	 
	 	2.5.	 	 	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans
	 	 	34	 
	 	2.6.	 	 	 	Commitment Fees, Etc.
	 	 	35	 
	 	2.7.	 	 	 	Termination or Reduction of Revolving Commitments
	 	 	35	 
	 	2.8.	 	 	 	Optional Prepayments
	 	 	35	 
	 	2.9.	 	 	 	Mandatory Prepayments
	 	 	36	 
	 	2.10.	 	 	 	Conversion and Continuation Options
	 	 	36	 
	 	2.11.	 	 	 	Limitations on Eurodollar Tranches
	 	 	36	 
	 	2.12.	 	 	 	Interest Rates and Payment Dates
	 	 	37	 
	 	2.13.	 	 	 	Computation of Interest and Fees
	 	 	37	 
	 	2.14.	 	 	 	Inability to Determine Interest Rate
	 	 	37	 
	 	2.15.	 	 	 	Pro Rata Treatment and Payments
	 	 	38	 
	 	2.16.	 	 	 	Requirements of Law
	 	 	40	 
	 	2.17.	 	 	 	Taxes
	 	 	41	 
	 	2.18.	 	 	 	Indemnity
	 	 	42	 
	 	2.19.	 	 	 	Change of Lending Office
	 	 	43	 
	 	2.20.	 	 	 	Replacement of Lenders
	 	 	43	 
	SECTION 3.	 	LETTERS OF CREDIT
	 	 	43	 
	 	3.1.	 	 	 	L/C Commitment
	 	 	43	 
	 	3.2.	 	 	 	Procedure for Issuance of Letter of Credit
	 	 	43	 
	 	3.3.	 	 	 	Fees and Other Charges
	 	 	44	 
	 	3.4.	 	 	 	L/C Participations
	 	 	44	 
	 	3.5.	 	 	 	Reimbursement Obligation of the Borrower
	 	 	45	 
	 	3.6.	 	 	 	Obligations Absolute
	 	 	45	 
	 	3.7.	 	 	 	Letter of Credit Payments
	 	 	46	 
	 	3.8.	 	 	 	Applications
	 	 	46	 
	SECTION 4.	 	REPRESENTATIONS AND WARRANTIES
	 	 	46	 
	 	4.1.	 	 	 	Financial Condition
	 	 	46	 
	 	4.2.	 	 	 	No Change
	 	 	46	 
	 	4.3.	 	 	 	Existence; Compliance with Law
	 	 	46	 
	 	4.4.	 	 	 	Power; Authorization; Enforceable Obligations
	 	 	47	 
	 	4.5.	 	 	 	No Legal Bar
	 	 	47	 
	 	4.6.	 	 	 	Litigation
	 	 	47	 
	 	4.7.	 	 	 	No Default
	 	 	47	 
	 	4.8.	 	 	 	Ownership of Property; Liens
	 	 	47	 
	 	4.9.	 	 	 	Intellectual Property
	 	 	47	 



i







 



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	 	4.10.	 	 	 	Taxes
	 	 	48	 
	 	4.11.	 	 	 	Federal Regulations
	 	 	48	 
	 	4.12.	 	 	 	Labor Matters
	 	 	48	 
	 	4.13.	 	 	 	ERISA
	 	 	48	 
	 	4.14.	 	 	 	Investment Company Act; Other Regulations
	 	 	48	 
	 	4.15.	 	 	 	Subsidiaries
	 	 	49	 
	 	4.16.	 	 	 	Use of Proceeds
	 	 	49	 
	 	4.17.	 	 	 	Environmental Matters
	 	 	49	 
	 	4.18.	 	 	 	Certain Cable Television Matters
	 	 	50	 
	 	4.19.	 	 	 	Accuracy of Information, Etc.
	 	 	50	 
	 	4.20.	 	 	 	Security Interests
	 	 	50	 
	 	4.21.	 	 	 	Solvency
	 	 	51	 
	 	4.22.	 	 	 	Certain Tax Matters
	 	 	51	 
	 	4.23.	 	 	 	Property of the CCO Parent
	 	 	51	 
	 	4.24.	 	 	 	Tax Shelter Regulations
	 	 	51	 
	SECTION 5.	 	CONDITIONS PRECEDENT
	 	 	51	 
	 	5.1.	 	 	 	Conditions to Second Restatement Effective Date
	 	 	51	 
	 	5.2.	 	 	 	Conditions to Each Extension of Credit
	 	 	53	 
	SECTION 6.	 	AFFIRMATIVE COVENANTS
	 	 	53	 
	 	6.1.	 	 	 	Financial Statements
	 	 	54	 
	 	6.2.	 	 	 	Certificates; Other Information
	 	 	54	 
	 	6.3.	 	 	 	Payment of Obligations
	 	 	56	 
	 	6.4.	 	 	 	Maintenance of Existence; Compliance
	 	 	56	 
	 	6.5.	 	 	 	Maintenance of Property; Insurance
	 	 	56	 
	 	6.6.	 	 	 	Inspection of Property; Books and Records; Discussions
	 	 	56	 
	 	6.7.	 	 	 	Notices
	 	 	56	 
	 	6.8.	 	 	 	Environmental Laws
	 	 	57	 
	 	6.9.	 	 	 	Interest Rate Protection
	 	 	57	 
	 	6.10.	 	 	 	Additional Collateral
	 	 	57	 
	 	6.11.	 	 	 	Organizational Separateness
	 	 	58	 
	 	6.12.	 	 	 	Reinvestment of Net Cash Proceeds
	 	 	58	 
	 	6.13.	 	 	 	CCO Parent Pledge
	 	 	58	 
	SECTION 7.	 	NEGATIVE COVENANTS
	 	 	59	 
	 	7.1.	 	 	 	Financial Condition Covenants
	 	 	59	 
	 	7.2.	 	 	 	Indebtedness
	 	 	60	 
	 	7.3.	 	 	 	Liens
	 	 	61	 
	 	7.4.	 	 	 	Fundamental Changes
	 	 	62	 
	 	7.5.	 	 	 	Disposition of Property
	 	 	63	 
	 	7.6.	 	 	 	Restricted Payments
	 	 	64	 
	 	7.7.	 	 	 	Investments
	 	 	65	 
	 	7.8.	 	 	 	Certain Payments and Modifications Relating to Indebtedness and Management Fees
	 	 	67	 
	 	7.9.	 	 	 	Transactions with Affiliates
	 	 	67	 
	 	7.10.	 	 	 	Sales and Leasebacks
	 	 	68	 
	 	7.11.	 	 	 	Changes in Fiscal Periods
	 	 	68	 
	 	7.12.	 	 	 	Negative Pledge Clauses
	 	 	68	 
	 	7.13.	 	 	 	Clauses Restricting Subsidiary Distributions
	 	 	68	 
	 	7.14.	 	 	 	Lines of Business; Holding Company Status; Non-Recourse Subsidiaries
	 	 	69	 
	 	7.15.	 	 	 	Investments in the Borrower
	 	 	69	 



ii







 



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page
	 	 	 	 	 	 	 	

	 	7.16.	 	 	 	CCO Parent
	 	 	69	 
	 	7.17.	 	 	 	Specified Non-Recourse Subsidiaries
	 	 	70	 
	 	7.18.	 	 	 	Limited Liability Company Agreements
	 	 	70	 
	 	7.19.	 	 	 	Transactions Prior to Guarantee and Pledge Date
	 	 	70	 
	SECTION 8.	 	EVENTS OF DEFAULT
	 	 	70	 
	SECTION 9.	 	THE AGENTS
	 	 	74	 
	 	9.1.	 	 	 	Appointment and Authorization of Agents
	 	 	74	 
	 	9.2.	 	 	 	Delegation of Duties
	 	 	75	 
	 	9.3.	 	 	 	Liability of Agents
	 	 	75	 
	 	9.4.	 	 	 	Reliance by Agents
	 	 	76	 
	 	9.5.	 	 	 	Notice of Default
	 	 	76	 
	 	9.6.	 	 	 	Credit Decision; Disclosure of Information by Agents
	 	 	76	 
	 	9.7.	 	 	 	Indemnification of Agents
	 	 	77	 
	 	9.8.	 	 	 	Agents in their Individual Capacities
	 	 	77	 
	 	9.9.	 	 	 	Successor Agents
	 	 	78	 
	 	9.10.	 	 	 	Funding Agent May File Proofs of Claim
	 	 	78	 
	 	9.11.	 	 	 	Collateral, Guaranty and Related Matters
	 	 	79	 
	 	9.12.	 	 	 	Other Agents; Arrangers and Managers
	 	 	79	 
	SECTION 10.	 	MISCELLANEOUS
	 	 	80	 
	 	10.1.	 	 	 	Amendments and Waivers
	 	 	80	 
	 	10.2.	 	 	 	Notices
	 	 	81	 
	 	10.3.	 	 	 	No Waiver; Cumulative Remedies
	 	 	82	 
	 	10.4.	 	 	 	Survival of Representations and Warranties
	 	 	82	 
	 	10.5.	 	 	 	Payment of Expenses and Taxes
	 	 	82	 
	 	10.6.	 	 	 	Successors and Assigns; Participations and Assignments
	 	 	83	 
	 	10.7.	 	 	 	Adjustments; Set-off
	 	 	85	 
	 	10.8.	 	 	 	Counterparts
	 	 	86	 
	 	10.9.	 	 	 	Severability
	 	 	86	 
	 	10.10.	 	 	 	Integration
	 	 	86	 
	 	10.11.	 	 	 	Governing Law
	 	 	86	 
	 	10.12.	 	 	 	Submission to Jurisdiction; Waivers
	 	 	86	 
	 	10.13.	 	 	 	Acknowledgments
	 	 	87	 
	 	10.14.	 	 	 	Confidentiality
	 	 	87	 
	 	10.15.	 	 	 	Waivers of Jury Trial
	 	 	1	 




	 	 	 
	ANNEX:	 	 
	 	 	 
	A	 	
Pricing Grid
	 	 	 
	SCHEDULES:	 	 
	 	 	 
	1.1A	 	
Revolving Commitments and Tranche A Term Loans on Second Restatement
Effective Date
	4.15	 	
Subsidiaries
	4.20	 	
UCC Filing Jurisdictions



iii







 



	 	 	 
	EXHIBITS:	 	 
	A	 	
Form of Guarantee and Collateral Agreement
	B	 	
Form of Compliance Certificate
	C	 	
Form of Closing Certificate
	D-1	 	
Form of Addendum and Authorization
	D-2	 	
Form of New Lender Supplement
	D-3	 	
Form of Increased Facility Activation Notice
	E	 	
Form of Assignment and Acceptance
	F	 	
Form of Prepayment Option Notice
	G	 	
Form of Exemption Certificate
	H	 	
Form of Specified Subordinated Note
	I	 	
Form of Assumption Agreement
	J	 	
[RESERVED]
	K	 	
Form of Vulcan Intercreditor Agreement
	L	 	
Form of Borrower LLC Agreement
	M	 	
Form of Management Agreement
	N	 	
Form of Notice of Borrowing
	O	 	
Form of Reinvestment Notice
	P	 	
Form of Supplemental Agreement



iv







 



               SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999,
as amended and restated as of January 3, 2002 and as further amended and
restated as of June 19, 2003, among CHARTER COMMUNICATIONS OPERATING, LLC, a
Delaware limited liability company (the “Borrower”), CHARTER COMMUNICATIONS
HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the several
banks and other financial institutions or entities from time to time parties to
this Agreement (the “Lenders”), TD SECURITIES (USA) INC., as syndication agent
(in such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A. and JPMORGAN
CHASE BANK, as Administrative Agents (in such capacity, together with any
successors, the “Administrative Agents”), and BANK OF AMERICA, N.A., as Funding
Agent (in such capacity, together with any successors, the “Funding Agent”).




W I T N E S S E T H :




               WHEREAS, Holdings and the Borrower entered into a Credit Agreement, dated
as of March 18, 1999, as amended and restated as of January 3, 2002 (the
“Existing Credit Agreement”), with the Administrative Agents and certain other
parties;




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




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




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




SECTION 1. DEFINITIONS




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




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




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




               “Addendum and Authorization”: an instrument, substantially in the form of
Exhibit D-1, by which a Lender consents to the amendment and restatement of the
Existing Credit Agreement pursuant hereto or becomes a party to this Agreement
as of the Second Restatement Effective Date.




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



 







 




2




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




               “Agent-Related Persons”: the Funding Agent, the Administrative Agents,
the Syndication Agent, the Joint Lead Arrangers and the Joint Bookrunners
together with their respective Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.




               “Agents”: the collective reference to the Syndication Agent, the
Administrative Agents and the Funding Agent.




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




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




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




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




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




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




               “Applicable Margin”: (a) with respect to Tranche A Term Loans, Tranche B
Term Loans, Revolving Loans, Swingline Loans and Existing Incremental Term
Loans, the per annum rates determined in accordance with the Pricing Grid and
(b) with respect to Incremental Term Loans (other than Existing Incremental
Term Loans), such per annum rates as shall be agreed to by the Borrower and the
applicable Incremental Term Lenders as shown in the applicable Increased
Facility Activation Notice.




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



 







 




3




               “Approved Fund”: with respect to any Lender that is a fund that invests
in commercial loans, any other fund that invests in commercial loans and is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.




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




               “Asset Sale”: any Disposition of property or series of related
Dispositions of property (excluding (a) Exchanges pursuant to which no cash
consideration is received by the Borrower or any of its Subsidiaries and (b)
any such Disposition permitted by clause (a), (b), (c) or (d) of Section 7.5)
that yields gross cash proceeds to the Borrower or any of its Subsidiaries in
excess of $1,000,000.




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




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




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




               “Assumption Agreement”: an Assumption Agreement, substantially in the
form of Exhibit I, pursuant to which the CCO Parent shall become a Grantor and
a Guarantor under the Guarantee and Collateral Agreement and a party to this
Agreement.




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




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




               “Available Existing Revolving Commitment”: as to any Existing Revolving
Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
Existing Revolving Commitment then in effect over (b) such Lender’s Existing
Revolving Extensions of Credit then outstanding.




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




               “Available Revolving Commitments”: the Available Existing Revolving
Commitments or the Available Restatement Revolving Commitments, as applicable.




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



 







 



4




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




               “Borrower”: as defined in the preamble hereto.




               “Borrower Group”: as defined in Section 6.1(a).




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




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




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




               “Business Day”: a day other than a Saturday, Sunday or other day on which
commercial banks in New York City or Dallas, Texas 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, England interbank eurodollar market.




               “Calculation Date”: as defined in Section 6.2(f).




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




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



 







 



5




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




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




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




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




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




               “CCO Parent”: CCO Holdings, LLC, a Delaware limited liability company,
together with any successor thereto.




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




               “Charter Group Indebtedness”: any Indebtedness owing to any member of the
Charter Group.




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




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




               “Commitment Fee Rate”: the per annum rate determined in accordance with
the Pricing Grid.




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




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



 







 



6




               “Confidential Information Memorandum”: (a) the collective reference to
the Confidential Information Memorandum dated May 2003 and furnished to certain
of the Lenders in connection with the amendment and restatement of the Existing
Credit Agreement and (b) any other information memorandum authorized by the
Borrower to be distributed to one or more Lenders or prospective Lenders in
connection with any other syndication of any of the Facilities (including in
connection with any increase in the amount thereof).




               “Consent Deadline”: the consent deadline shall be 6:00 P.M. (EST) on June
17, 2003.




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




               “Consolidated Debt Service Coverage Ratio”: as of the last day of any
period, the ratio of (a) Annualized Operating Cash Flow determined in respect
of the fiscal quarter ending on such day to (b) the sum of (i) Consolidated
Interest Expense for the period of four consecutive fiscal quarters ending on
such day and (ii) scheduled principal payments on Indebtedness of the Borrower
or any of its Subsidiaries for the period of four consecutive fiscal quarters
commencing immediately after such day (or, in the case of any Revolving
Facility, the excess, if any, of the relevant Total Revolving Extensions of
Credit outstanding on such day over the amount of the relevant Total Revolving
Commitments scheduled to be in effect at the end of such period of four
consecutive fiscal quarters); provided, however, that the final scheduled
installment of principal of the Tranche B Term Facility and the Incremental
Term Facility shall be excluded from the calculation of amounts under this
clause (ii).




               “Consolidated Interest Coverage Ratio”: as of the last day of any period,
the ratio of (a) Consolidated Operating Cash Flow for the period of four
consecutive fiscal quarters ending on such day to (b) Consolidated Interest
Expense for the period of four consecutive fiscal quarters ending on such day.




               “Consolidated Interest Expense”: for any period, the sum of (a) total
cash interest expense (including that attributable to Capital Lease
Obligations) of the Borrower and its Subsidiaries for such period with respect
to all outstanding Indebtedness of the Borrower and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers’ acceptance financing and net costs under Hedge
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP) and (b) all Restricted
Payments made by the Borrower during such period in order to enable any of its
Affiliates to pay cash interest expense in respect of Indebtedness of such
Affiliate.




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




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



 







 



7



dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary and (d) whether
or not distributed, the income of any Non-Recourse Subsidiary.




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




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




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




               “Credit Facilities”: (a) the facilities under the Loan Documents, and (b)
one or more debt facilities or commercial paper facilities, in each case with
banks or other institutional lenders 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 to refinance or replace the then
existing Credit Facilities.




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




               “Designated Holding Companies”: the collective reference to Holdings,
each direct and indirect Subsidiary, whether now existing or hereafter created
or acquired, of Holdings of which the CCO Parent is a direct or indirect
Subsidiary and the CCO Parent.




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




               “Disposition”: with respect to any property, any sale, lease (other than
leases in the ordinary course of business, including leases of excess office
space and fiber leases), sale and leaseback, assignment, conveyance, transfer
or other disposition thereof, including pursuant to an exchange for other
property. The terms “Dispose” and “Disposed of” shall have correlative
meanings.



 







 



8




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




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




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




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




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




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




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




               “Eurodollar Base Rate”: with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Dow Jones Markets screen as of 11:00 A.M., London time, two
Business Days prior to the beginning of such Interest Period. In the event
that such rate does not appear on Page 3750 of the Dow Jones Markets screen (or
otherwise on such screen), the “Eurodollar Base Rate” shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Funding Agent or, in the absence of
such availability, by reference to the rate at which the Funding Agent is
offered Dollar deposits at or about 10:00 A.M., Dallas time, two Business Days
prior to the beginning of such Interest Period in the interbank eurodollar
market where its eurodollar and foreign currency and exchange operations are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein.




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




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



 







 



9




Eurodollar Base Rate







1.00 — Eurocurrency Reserve Requirements




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




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




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




               “Exchange Date”: the date of consummation of any Exchange.




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




               “Excluded Acquired Subsidiary”: any Subsidiary described in paragraph (g)
or (h) of Section 7.2 to the extent that the documentation governing the
Indebtedness referred to in said paragraph prohibits such Subsidiary from
becoming a Subsidiary Guarantor, but only so long as such Indebtedness remains
outstanding.




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




               “Existing Guarantee and Collateral Agreement”: the Guarantee and
Collateral Agreement as defined in the Existing Credit Agreement.




               “Existing Incremental Term Lender”: each Lender that is the holder of an
Existing Incremental Term Loan.




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




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




               “Existing Revolving Aggregate Committed Amount”: the sum of the Total
Existing Revolving Commitments as in effect on the Second Restatement Effective
Date and the amount of any increases therein effected pursuant to Section
2.1(c).




               “Existing Revolving Commitment”: as to any Revolving Lender, the
obligation of such Lender, if any, to make Existing Revolving Loans in an
aggregate principal amount not to exceed the amount set forth under the heading
“Existing Revolving Commitment” opposite such Lender’s name on Schedule 1.1 or
in the Assignment and Acceptance or New Lender Supplement pursuant to which
such



 







 





10



Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof.




               “Existing Revolving Extensions of Credit”: as to any Existing Revolving
Lender at any time, an amount equal to the aggregate principal amount of all
Existing Revolving Loans held by such Lender then outstanding.




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




               “Existing Revolving Lender”: each Lender that has an Existing Revolving
Commitment or that holds Existing Revolving Loans.




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




               “Existing Tranche A Aggregate Funded Amount”: the sum of the aggregate
principal amount of Existing Tranche A Term Loans maintained pursuant to
Section 2.1(a) and the aggregate principal amount of Existing Tranche A Term
Loans made pursuant to Section 2.1(c).




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




               “Existing Tranche A Term Lender”: each Lender that is the holder of an
Existing Tranche A Term Loan.




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




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




               “Facility”: each of (a) the Existing Tranche A Term Loans (the “Existing
Tranche A Term Facility”), (b) the Restatement Tranche A Term Loans (the
“Restatement Tranche A Term Facility”), (c) the Tranche B Term Loans (the
“Tranche B Term Facility”), (d) the Incremental Term Loans (the “Incremental
Term Facility”), (e) the Existing Revolving Commitments and the extensions of
credit made thereunder (the “Existing Revolving Facility”) and (f) the
Restatement Revolving Commitments and the extensions of credit made thereunder
(the “Restatement Revolving Facility”).




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




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




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




               “Financial Advisor”: Loughlin Meghji + Co. Inc.



 







 





11




               “First Restatement Effective Date”: January 3, 2002.




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




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




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




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




               “GAAP”: generally accepted accounting principles in the United States as
in effect from time to time, except that for purposes of Section 7.1, GAAP
shall be determined on the basis of such principles in effect on June 1, 2003
and consistent with those used in the preparation of the most recent audited
financial statements delivered pursuant to Section 6.1 prior to June 1, 2003.
In the event that any “Accounting Change” (as defined below) shall occur and
such change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then the Borrower and the
Administrative Agents agree to enter into negotiations in order to amend such
provisions of this Agreement so as to equitably reflect such Accounting Changes
with the desired result that the criteria for evaluating the Borrower’s
financial condition shall be the same after such Accounting Changes as if such
Accounting Changes had not been made. Until such time as such an amendment
shall have been executed and delivered by the Borrower, the Administrative
Agents and the Required Lenders, all financial covenants, standards and terms
in this Agreement shall continue to be calculated or construed as if such
Accounting Changes had not occurred. “Accounting Changes” refers to changes in
(a) accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants or, if applicable, the SEC,
(b) the Borrower’s manner of accounting as directed or otherwise required or
requested by the SEC (including such SEC changes affecting a Qualified Parent
Company and applicable to the Borrower), and (c) the Borrower’s manner of
accounting addressed in a preferability letter from the Borrower’s independent
auditors to the Borrower (or a Qualified Parent Company and applicable to the
Borrower) in order for such auditor to deliver an opinion on the Borrower’s
financial statements required to be delivered pursuant to Section 6.1 without
qualification.




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




               “Guarantee and Collateral Agreement”: the Amended and Restated Guarantee
and Collateral Agreement executed and delivered by Holdings, the Borrower and
each Subsidiary Guarantor, and to which the CCO Parent will become a party upon
the occurrence of the Guarantee and Pledge Date, substantially in the form of
Exhibit A, as the same may be amended, supplemented or otherwise modified from
time to time.




               “Guarantee and Pledge Date”: the first Calculation Date on which (a) the
calculation set forth in the officer’s certificate required to be delivered in
Section 6.2(f) demonstrates that, after giving pro forma effect to the CCO
Parent becoming a Guarantor, Holdings would have been able to satisfy the
Leverage Condition, or (b) the Leverage Condition is no longer applicable
(whether as a result of



 







 





12



payment in full, defeasance or otherwise, but not as a result of an
exception not requiring satisfaction of the Leverage Condition) to the ability
of the CCO Parent to take the actions and enter into the transactions
contemplated by Section 6.13.




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




               “Guarantors”: the collective reference to Holdings and the Subsidiary
Guarantors, and, upon the occurrence of the Guarantee and Pledge Date, the CCO
Parent.




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




               “Helicon”: Charter Helicon, LLC, a Delaware limited liability
company.




               “Helicon Preferred Stock”: 100% of the Class A Preferred Membership
Interest in Helicon, with a dividend rate of 10% per annum and an aggregate
redemption value of $25,000,000, having the terms and conditions in effect on
the First Restatement Effective Date.




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




               “Holdings Existing Debt Documents”: all indentures and any other
agreements, documents or instruments governing any Indebtedness of Holdings
outstanding on the Second Restatement Effective Date.




               “Increased Facility Activation Date”: any Business Day on which any
Lender shall execute and deliver to the Administrative Agents an Increased
Facility Activation Notice pursuant to Section 2.1(c).




               “Increased Facility Activation Notice”: a notice substantially in the
form of Exhibit D-3.



 







 





13




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




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




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




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




               “Incremental Term Maturity Date”: with respect to the Incremental Term
Loans to be made pursuant to any Increased Facility Activation Notice (other
than the Existing Incremental Term Loans), the maturity date specified in such
Increased Facility Activation Notice, which date shall be a date at least six
months after the final maturity of the Tranche B Term Loans.




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




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




               “Insolvent”: pertaining to a condition of Insolvency.




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




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



 







 





14




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




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




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




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




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




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




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




               “Intermediate Holding Companies”: the collective reference to each of the
Designated Holding Companies other than Holdings and the CCO Parent.




               “Intracreditor Assignee”: as defined in Section 10.6(c).




               “Investments”: as defined in Section 7.7.




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



 







 





15




               “Joint Bookrunners”: J. P. Morgan Securities Inc. and Banc of America
Securities LLC.




               “Joint Lead Arrangers”: J. P. Morgan Securities Inc. and Banc of America
Securities LLC.




               “KPMG”: KPMG, LLP.




               “LaGrange Documents”: collectively, the LaGrange Indenture, the LaGrange
Sale-Leaseback Agreement, the LaGrange Management Agreement, the LaGrange
Subordination Agreement and the organizational documents of the LaGrange
Subsidiaries, in each case as in effect on the First Restatement Effective Date
or as amended from time to time thereafter in a manner that does not materially
and adversely affect the interests of the Lenders and does not result in
materially more onerous terms and conditions with respect to the Borrower and
its Subsidiaries.




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




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




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




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




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




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




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




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




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




               “Lender Party”: as defined in Section 10.14.




               “Lenders”: as defined in the preamble hereto.




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




               “Leverage Condition”: the condition in the Senior Note Indenture that
permits Holdings and its Restricted Subsidiaries (as defined in the Senior Note
Indenture) to take any action, consummate



 







 





16



any transaction, or suffer any condition to exist if, after giving effect
to such action, transaction or condition, Holdings would be permitted to incur
at least $1.00 of additional Indebtedness (as defined in the Senior Note
Indenture) pursuant to the Leverage Ratio (as defined in the Senior Note
Indenture) test as set forth in the first paragraph of Section 4.10 of the
Senior Note Indenture.




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




               “LLC Agreement”: as defined in Section 5.1(d).




               “LLC Arrangement”: as defined in the LLC Agreement.




               “LLC Arrangement Notice”: as defined in the LLC Agreement.




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




               “Loan Documents”: this Agreement, the Guarantee and Collateral Agreement,
the Notes, the Supplemental Agreement, the LLC Agreement (solely with respect
to those provisions relating to the LLC Arrangement, it being agreed that the
LLC Agreement shall cease to be a Loan Document when the LLC Arrangement is no
longer effective as provided therein), and any other agreements, documents or
instruments to which any Loan Party is party and which is designated as a Loan
Document.




               “Loan Parties”: Holdings, the CCO Parent (after the Guarantee and Pledge
Date), the Borrower and each Subsidiary of the Borrower that is a party to a
Loan Document.




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




               “Management Fee Agreement”: the Second Amended and Restated Management
Agreement dated as of June 19, 2003 between the Borrower and CCI as amended,
replaced or supplemented or otherwise modified from time to time in accordance
with Section 7.8(d).




               “Marketable Indebtedness”: any Indebtedness (i) issued in connection with
a registered public offering or Rule 144A private placement, or (ii) that
provides the holders thereof with registration rights whether or not
contingent.




               “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



 







 





17



Documents or the rights or remedies of the Funding Agent, the
Administrative Agents or the Lenders hereunder or thereunder.




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




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




               “Net Cash Amount”: as of any date of determination, after giving effect
to any borrowing on such date, (a) the sum of (i) cash on hand of the Borrower
and the Subsidiary Guarantors immediately prior thereto excluding amounts
contained in (A) accounts for deposit of receipts from operations that are
swept to operating or other concentration accounts so long as such deposits
continue to be swept into such operating or concentration accounts no less
frequently than every other Business Day in accordance with the practices of
the Borrower and the Subsidiary Guarantors in effect as of December 31, 2002,
and (B) petty cash accounts, (ii) the face amount of Cash Equivalents held by
the Borrower and the Subsidiary Guarantors immediately prior thereto, and (iii)
the amount of such borrowing, minus (b) the sum of (i) the aggregate cash and
Cash Equivalents reserved for reinvestments contemplated under the Reinvestment
Notices then delivered plus the Net Cash Proceeds of any Reinvestment Event
received on or within five Business Days prior to such date or to be received
within five Business Days after such date, to the extent that the Borrower
intends to deliver a Reinvestment Notice with respect to such Net Cash
Proceeds, (ii) the aggregate amount of cash or Cash Equivalents deposited as
cash collateral for letters of credit and ordinary course credit support, in
each case, as permitted hereunder, and (iii) the aggregate amount of the
proceeds of such borrowing, cash and proceeds of Cash Equivalents that are
anticipated to be used within the 21-day period commencing on the date of
receipt of the proceeds of such borrowing.




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




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




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




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



 







 





18




               “Non-Recourse Subsidiary”: (a) (i) the Specified Non-Recourse
Subsidiaries or (ii) any other Subsidiary of the Borrower created, acquired or
activated by the Borrower or any of its Subsidiaries in connection with any
Investment made pursuant to Section 7.7(g) that is designated as such by the
Borrower substantially concurrently with such creation, acquisition or
activation and (b) any Subsidiary of any Specified Non-Recourse Subsidiary or
of such designated Subsidiary, provided, that (i) at no time shall any creditor
of any such Subsidiary have any claim (whether pursuant to a Guarantee
Obligation, by operation of law or otherwise) against the Borrower or any of
its other Subsidiaries (other than another Non-Recourse Subsidiary) in respect
of any Indebtedness or other obligation of any such Subsidiary (other than in
respect of (A) a non-recourse pledge of Equity Interests in such Subsidiary,
(B) transactions between the Borrower and its Subsidiaries (other than
Specified Non-Recourse Subsidiaries), on the one hand, and any Specified
Non-Recourse Subsidiary, on the other hand, and (C) transactions among
Specified Non-Recourse Subsidiaries, in each case, that would not have been
prohibited if the Organizational Restructuring had not occurred); (ii) neither
the Borrower nor any of its Subsidiaries (other than another Non-Recourse
Subsidiary) shall become a general partner of any such Subsidiary; (iii) no
default with respect to any Indebtedness of any such Subsidiary, other than
Indebtedness of a Specified Non-Recourse Subsidiary (including any right which
the holders thereof may have to take enforcement action against any such
Subsidiary), shall permit solely as a result of such Indebtedness being in
default or accelerated (upon notice, lapse of time or both) any holder of any
Indebtedness of the Borrower or its other Subsidiaries (other than another
Non-Recourse Subsidiary) to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its final
scheduled maturity; (iv) no such Subsidiary shall own any Equity Interests of,
or own or hold any Lien on any property of, the Borrower or any other
Subsidiary of the Borrower (other than another Non-Recourse Subsidiary); (v) no
Investments may be made in any such Subsidiary by the Borrower or any of its
Subsidiaries (other than by another Non-Recourse Subsidiary) except to the
extent permitted under (A) Section 7.7(h) solely with respect to the Specified
Non-Recourse Subsidiaries, (B) Section 7.7(g) solely with respect to
Non-Recourse Subsidiaries that are not Specified Non-Recourse Subsidiaries, and
(C) Section 7.7(i) with respect to any of the Non-Recourse Subsidiaries; (vi)
the Borrower shall not directly own any Equity Interests in such Subsidiary
other than the Equity Interests of Specified Non-Recourse Holdco or any of the
other Specified Non-Recourse Subsidiaries; and (vii) at the time of such
designation, no Default or Event of Default shall have occurred and be
continuing or would result therefrom. It is understood that Non-Recourse
Subsidiaries shall be disregarded for the purposes of any calculation pursuant
to this Agreement relating to financial matters with respect to the Borrower.




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




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




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




               “Organizational Restructuring”: (a) the creation by Holdings of (i)
Specified Non-Recourse Holdco, as a direct Wholly Owned Subsidiary, (ii) at the
election of Holdings, one or more Intermediate Holding Companies as direct or
indirect Wholly Owned Subsidiaries, and (iii) the CCO Parent, as a direct or
indirect Wholly Owned Subsidiary of Holdings and each of the Intermediate
Holding Companies; and (b) concurrently with the occurrence of
the Second Restatement Effective Date, which shall be deemed to occur in the following
order: (i) the contribution by Holdings of all of the Equity Interests in each
of its direct Subsidiaries (other than the Borrower, Charter Communications
Holdings Capital Corporation, the Intermediate Holding Companies, and Specified
Non-Recourse Holdco), including, without limitation, the Equity Interests in
the Specified Non-Recourse Subsidiaries described in clause (b) of the
definition thereof to Specified Non-Recourse Holdco; (ii) the contribution by
Holdings of all of the Equity Interests in Specified Non-Recourse Holdco to the
Borrower, (iii) the



 







 





19



contribution by Holdings of all of the Equity Interests in the Borrower to
the CCO Parent, and (iv) the release by the Funding Agent of any security
interest granted by Holdings under the Existing Guarantee and Collateral
Agreement.




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




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




               “Paul Allen Contributions”: any capital contribution made by Paul G.
Allen or any of his Affiliates, directly or indirectly, to the Borrower or any
of its Subsidiaries.




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




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




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




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




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




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




               “Prepayment Obligation”: with respect to any Person, any (x) obligation
to prepay, redeem, purchase or defease any Indebtedness of such Person or (y)
obligation to make an offer to prepay, redeem, purchase or defease any
Indebtedness of such Person, in each case, prior to the stated maturity
thereof, to the extent that such obligation or obligation to make an offer
results from the occurrence of an event or condition or the failure to satisfy,
maintain or comply with a limitation, restriction or prohibition contained in
the documents or instruments governing such Indebtedness, in any such case,
that is of the type which would customarily be set forth as a default in, or as
a covenant, a breach of which would customarily be a default in, a bank credit
facility or in an institutional note purchase agreement of a type customarily
used by financial institutions or other institutional lenders; provided, that
any such obligation or obligation of any such Person (other than the Borrower
and its Subsidiaries but not including Excluded Acquired Subsidiaries) to make
such offer shall not constitute a “Prepayment Obligation” if any such Person,
at the time such obligation or obligation to make such offer arises (without
regard to any grace or cure period), has Available Cash in an amount reasonably
expected to be sufficient to satisfy (after giving effect to any other
prepayment or similar events as described above arising out of such event or
condition), such obligation or to consummate such offer on the date it is due.
As used herein, “Available



 







 





20



Cash” means any combination of (a) cash, (b) cash equivalents, (c) bona
fide financing commitments and (d) if any Subsidiary or any Qualified Parent
Company of such Person has (or, based on agreements or bona fide commitments
then in effect, is reasonably expected to have prior to such obligation or
consummation of such offer becoming due) proceeds of any incurrence of
Indebtedness or issuance of Equity Interests or asset sales, commitments from
such Subsidiary or Qualified Parent Company to provide such Person with the
proceeds thereof (or to use such proceeds to satisfy such obligation or offer)
so long as such proceeds (i) are permitted to be provided to such Person or so
utilized, (ii) are not required to be applied in any other manner, and (iii) do
not give rise to an additional Prepayment Obligation.




               “Pricing Grid”: the pricing grid attached hereto as Annex A.




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




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




               “Qualified Indebtedness”: (a) with respect to a Qualified Parent Company,
(i) the Vulcan Facility, and (ii) any other Indebtedness (A) which is issued in
a Rule 144A or other private placement or registered public offering (including
in an exchange transaction), (B) which is not held by any member of the CCI
Group and (C) as to which 100% of the Net Cash Proceeds thereof, if any, are or
were used by such Qualified Parent Company to make Investments in one or more
of its Subsidiaries engaged substantially in businesses of the type described
in Section 7.14(a) and/or to refinance other Qualified Indebtedness or
Indebtedness of the Borrower (including by tender or exchange), and (b) with
respect to an Affiliate of the Borrower, any Indebtedness (other than the
Vulcan Facility) as to which 100% of the Net Cash Proceeds thereof, if any, are
or were contributed to the Borrower.




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




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




               “Recovery Event”: any settlement of or payment in respect of any property
or casualty insurance claim or any condemnation proceeding relating to any
asset of the Borrower or any of its Subsidiaries.




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




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




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




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




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



 







 





21




               “Reinvestment Deferred Amount”: as of any date of determination, with
respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds
received by the Borrower or any of its Subsidiaries in connection with such
Reinvestment Event, that are not applied to prepay the Term Loans pursuant to
Section 2.9(a) as a result of the delivery of a Reinvestment Notice as such
amount may be reduced from time to time by application of such Net Cash
Proceeds to acquire assets useful in the Borrower’s business.




               “Reinvestment Event”: any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.




               “Reinvestment Notice”: a written notice, in substantially the form
attached as Exhibit O hereto, stating that (a) no Event of Default has occurred
and is continuing, (b) the Borrower (directly or indirectly through a
Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of such Asset Sale or Recovery Event to acquire assets useful in
its business, on or prior to the earlier of (i) the date that is eighteen
months from the date of receipt of such Net Cash Proceeds and (ii) the Business
Day immediately preceding the date on which such proceeds would be required to
be applied, or to be offered to be applied, to prepay, redeem or defease any
Indebtedness of the Borrower or any of its Affiliates (other than Indebtedness
under this Agreement) if not applied as described above (such earlier date, the
“Reinvestment Deadline”), and (c) such use will not require purchases,
repurchases, redemptions or prepayments (or offers to make purchases,
repurchases, redemptions or prepayments) of any other Indebtedness of the
Borrower or any of its Affiliates.




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




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




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




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




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




               “Required Prepayment Lenders”: the Majority Facility Lenders in respect
of each Facility (with the Tranche B Term Facility and the Incremental Term
Facility being treated for this purpose as a single Facility).




               “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



 







 





22



determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.




               “Responsible Officer”: the chief executive officer, president or chief
financial officer of the Borrower, but in any event, with respect to financial
matters, any of the chief financial officer or any other financial officer of
the Borrower.




               “Restatement Revolving Aggregate Committed Amount”: the sum of the Total
Restatement Revolving Commitments as in effect on the First Restatement
Effective Date and the amount of any increases therein effected pursuant to
Section 2.1(c).




               “Restatement Revolving Commitment”: as to any Revolving Lender, the
obligation of such Lender, if any, to make Restatement Revolving Loans and
participate in Swingline Loans and Letters of Credit in an aggregate principal
and/or face amount not to exceed the amount set forth under the heading
“Restatement Revolving Commitment” opposite such Lender’s name on Schedule 1.1
or in the Assignment and Acceptance or New Lender Supplement pursuant to which
such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof.




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




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




               “Restatement Revolving Lender”: each Lender that has a Restatement
Revolving Commitment or that holds Restatement Revolving Loans.




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




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




               “Restatement Tranche A Aggregate Funded Amount”: the sum of the aggregate
principal amount of Restatement Tranche A Term Loans made or maintained
pursuant to Section 2.1(a) and the aggregate principal amount of Restatement
Tranche A Term Loans made pursuant to Section 2.1(c).




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




               “Restatement Tranche A Term Lender”: each Lender that is the holder of a
Restatement Tranche A Term Loan.




               “Restatement Tranche A Term Loan”: as defined in Section 2.1(a).




               “Restatement Tranche A Term Percentage”: as to any Restatement Tranche A
Term Lender at any time, the percentage which the aggregate principal amount of
such Lender’s Restatement



 







 





23



Tranche A Term Loans then outstanding constitutes of the aggregate
principal amount of all Restatement Tranche A Term Loans then outstanding.




               “Restricted Payments”: as defined in Section 7.6.




               “Revolving Commitment”: any Existing Revolving Commitment or Restatement
Revolving Commitment, as applicable.




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




               “Revolving Extensions of Credit”: the Existing Revolving Extensions of
Credit or the Restatement Revolving Extensions of Credit, as applicable.




               “Revolving Facility”: the Existing Revolving Facility or the Restatement
Revolving Facility, as applicable.




               “Revolving Lender”: any Existing Revolving Lender or Restatement
Revolving Lender, as applicable.




               “Revolving Loans”: any Existing Revolving Loan or Restatement Revolving
Loan, as applicable.




               “Revolving Termination Date”: September 18, 2007.




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




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




               “Senior Note Indenture”: the collective reference to the Indentures
entered into by Holdings and Charter Communications Holdings Capital
Corporation in connection with the issuance of the Senior Notes, together with
all instruments and other agreements entered into by Holdings or Charter
Communications Holdings Capital Corporation in connection therewith, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with Section 7.8.




               “Senior Notes”: the senior notes and senior discount notes of Holdings
and Charter Communications Holdings Capital Corporation issued on or about the
Stage One Closing Date pursuant to the Senior Note Indenture.




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




               “Silo”: as defined in Section 7.17.




               “Silo Holding Company”: any Person described in clause (b) of the
definition of “Specified Non-Recourse Subsidiary”.




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



 







 





24




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




               “Specified Change of Control”: a “Change of Control” as defined in, or
any event or condition of the type described in Section 8(l) contained in, the
documentation governing any Indebtedness of the CCO Parent having an aggregate
outstanding principal amount in excess of $50,000,000.




               “Specified Default Trigger”: at any time prior to the Guarantee and
Pledge Date and the CCO Parent’s having complied with its obligations under
Section 6.13, any action or failure to act by the CCO Parent that would
constitute a breach of the covenants in Sections 6 and 7 hereof expressly made
applicable to the CCO Parent after the Guarantee and Pledge Date, provided,
that to the extent a cure or grace period would have been applicable to any
such breach, such period shall have expired without the breach having been
cured or otherwise remedied.




               “Specified Intracreditor Group”: as defined in Section 10.6(c).




               “Specified Long-Term Indebtedness”: any Indebtedness incurred pursuant to
Section 7.2(f).




               “Specified Non-Recourse Holdco”: CCO NR Holdings, LLC, a direct Wholly
Owned Subsidiary of the Borrower that, immediately after giving effect to the
Organizational Restructuring, will directly own each of the Silo Holding
Companies.




               “Specified Non-Recourse Subsidiary”: (a) the Specified Non-Recourse
Holdco, (b) any of the following entities (so long as it is a direct or
indirect Subsidiary of Specified Non-Recourse Holdco), each a Delaware limited
liability company: (i) CC V Holdings, LLC, (ii) CC VI Holdings, LLC, (iii)
Charter Communications VII, LLC, (iv) Charter Communications Ventures, LLC, (v)
CC Systems, LLC, and (vi) CC Fiberlink, LLC, and (c) each of the entities that
(whether now existing or hereafter created), from time to time, are direct or
indirect Subsidiaries of any of the foregoing, and their successors.




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




               “Stage One Closing Date”: March 18, 1999.



 







 





25




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




               “Subsidiary Guarantor”: each Subsidiary of the Borrower other than any
Foreign Subsidiary, any Shell Subsidiary, any Qualified LaGrange Entity and any
Excluded Acquired Subsidiary.




               “Supplemental Agreement”: the Supplemental Agreement dated as of the date
hereof, in substantially the form of Exhibit P, among Holdings, the Borrower
and the Subsidiary Guarantors in favor of the Funding Agent and the
Administrative Agents, all for the benefit of the Lenders, the Agents, the
Joint Lead Arrangers and the Joint Bookrunners, providing for a release of
claims and the reaffirmation by the Loan Parties of all obligations under or
relating to the Loan Documents.




               “Swingline Commitment”: the obligation of the Swingline Lender to make
Swingline Loans pursuant to Section 2.4 in an aggregate principal amount at any
one time outstanding not to exceed $25,000,000.




               “Swingline Lender”: Bank of America, N.A., in its capacity as the lender
of Swingline Loans.




               “Swingline Loans”: as defined in Section 2.4.




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




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




               “Term Lenders”: the collective reference to the Tranche A Term Lenders,
the Tranche B Term Lenders and the Incremental Term Lenders.




               “Term Loans”: the collective reference to the Tranche A Term Loans,
Tranche B Term Loans and Incremental Term Loans.




               “Threshold Management Fee Date”: any date on which, both before and after
giving pro forma effect to the payment of any previously deferred management
fees pursuant to Section 7.8(c) (including any Indebtedness incurred in
connection therewith), the Consolidated Interest Coverage Ratio, determined in
respect of the most recent period of four consecutive fiscal quarters for which
the relevant financial information is available, is greater than 2.25 to 1.0.




               “Threshold Transaction Date”: any date on which, both before and after
giving pro forma effect to a particular transaction (including any Indebtedness
incurred in connection therewith), the Consolidated Interest Coverage Ratio,
determined in respect of the most recent period of four consecutive fiscal
quarters for which the relevant financial information is available, is greater
than 1.75 to 1.0.



 







 





26




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




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




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




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




               “Total Revolving Commitments”: the Total Existing Revolving Commitments
or the Total Restatement Revolving Commitments, as applicable.




               “Total Revolving Extensions of Credit”: the Total Existing Revolving
Extensions of Credit or the Total Restatement Revolving Extensions of Credit,
as applicable.




               “Tranche A Term Facility”: the Existing Tranche A Term Facility or the
Restatement Tranche A Term Facility, as applicable.




               “Tranche A Term Lender”: any Existing Tranche A Term Lender or
Restatement Tranche A Term Lender, as applicable.




               “Tranche A Term Loan”: any Existing Tranche A Term Loan or Restatement
Tranche A Term Loan, as applicable.




               “Tranche B Aggregate Funded Amount”: the sum of the aggregate principal
amount of Tranche B Term Loans made on the Stage One Closing Date and the
aggregate principal amount of Tranche B Term Loans made pursuant to Section
2.1(c).




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




               “Tranche B Term Lender”: each Lender that holds a Tranche B Term Loan.




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




               “Tranche B Term Percentage”: as to any Tranche B Term Lender at any time,
the percentage which the aggregate principal amount of such Lender’s Tranche B
Term Loans then outstanding constitutes of the aggregate principal amount of
all Tranche B Term Loans then outstanding.




               “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.




               “Unrestricted Cash”: with respect to any Qualified Parent Company that has
consummated a transaction contemplated in Section 7.6(d), the aggregate amount
of cash on hand of such Qualified Parent Company not otherwise earmarked for
operations, administration and other budgeted



 







 





27



expenditures and Investments, including, but not limited to, (i) scheduled
payments of interest and principal in respect of Indebtedness of any Qualified
Parent Company and customary fees and expenses related thereto, (ii) all costs,
fees, expenses and similar amounts relating to corporate and organizational
matters of the Qualified Parent Companies, (iii) tax, accounting, cash
management and other similar matters, (iv) licenses, authorizations,
programming and other requirements, services and products necessary to conduct
their business, and (v) employee benefits and compensation and fees and
expenses for services of professionals.




               “Vulcan Facility”: Indebtedness arising from the notes purchased by the
Vulcan Lender from the CCO Parent and reimbursement obligations relating to
letters of credit issued (including letters of credit issued by third parties
for which the Vulcan Lender is the account party) for the benefit or account of
the CCO Parent, the Borrower and any of its Subsidiaries and any Specified
Non-Recourse Subsidiaries pursuant to the Vulcan Facility Documents.




               “Vulcan Facility Documents”: the Vulcan Note Purchase Agreement and the
Vulcan Intercreditor Agreement, together with all other agreements, documents
and instruments relating to the Vulcan Facility, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the
provisions of Section 7.8(b).




               “Vulcan Facility Liens”: Liens granted by the CCO Parent to secure the
Vulcan Facility with respect to (i) the Vulcan Non-CCO Collateral and (ii) the
Equity Interests of the Borrower and the Intercompany Notes and the
Intercompany Obligations owing to the CCO Parent, all of which, in the case of
this clause (ii), on a junior and subordinated basis in accordance with the
Vulcan Intercreditor Agreement.




               “Vulcan Intercreditor Agreement”: the Intercreditor and Lien
Subordination Agreement, in substantially the form attached as Exhibit K, to be
entered into among the Vulcan Lender (or a collateral agent for the Vulcan
Lender), the Funding Agent, the CCO Parent and the Borrower, as amended,
supplemented or otherwise modified from time to time in accordance with the
provisions thereof.




               “Vulcan Lender”: Vulcan Inc., a Delaware corporation, and its successors,
and/or one or more of its Affiliates that becomes the purchaser of the notes
under the Vulcan Facility, together with their respective successors and
assigns.




               “Vulcan Non-CCO Collateral”: the aircraft and real property currently
owned by Affiliates of CCI, together with any replacements and substitutions
therefor and any proceeds thereof and/or, if the Equity Interests of such
Affiliates are contributed to the CCO Parent, then such Equity Interests and
any proceeds thereof.




               “Vulcan Note Purchase Agreement”: the Note Purchase Agreement providing
the Vulcan Facility to be entered into by the CCO Parent, as issuer, the
guarantors party thereto (which shall not include the Borrower or any of its
Subsidiaries) and the Vulcan Lender, as purchaser.




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





 









 




28




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




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




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




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




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




               (e) For the purposes of calculating Annualized Operating Cash Flow,
Annualized Pro Forma Operating Cash Flow, Consolidated Operating Cash Flow and
Consolidated Interest Expense for any period (a “Test Period”), (i) if at any
time from the period (a “Pro Forma Period”) commencing on the second day of
such Test Period and ending on the last day of such Test Period (or, in the
case of any pro forma calculation made pursuant hereto in respect of a
particular transaction, ending on the date such transaction is consummated and,
unless otherwise expressly provided herein, after giving effect thereto), the
Borrower or any Subsidiary shall have made any Material Disposition, the
Consolidated Operating Cash Flow for such Test Period shall be reduced by an
amount equal to the Consolidated Operating Cash Flow (if positive) attributable
to the property which is the subject of such Material Disposition for such Test
Period or increased by an amount equal to the Consolidated Operating Cash Flow
(if negative) attributable thereto for such Test Period, and Consolidated
Interest Expense for such Test Period shall be reduced by an amount equal to
the Consolidated Interest Expense for such Test Period attributable to any
Indebtedness of the Borrower or any Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Borrower and its Subsidiaries in
connection with such Material Disposition (or, if the Equity Interests of any
Subsidiary are sold, the Consolidated Interest Expense for such Test Period
directly attributable to the Indebtedness of such Subsidiary to the extent the
Borrower and its continuing Subsidiaries are no longer liable for such
Indebtedness after such Disposition); (ii) if during such Pro Forma Period the
Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated
Operating Cash Flow and Consolidated Interest Expense for such Test Period
shall be calculated after giving pro forma effect thereto (including the
incurrence or assumption of any Indebtedness in connection therewith) as if
such Material Acquisition (and the incurrence or assumption of any such
Indebtedness) occurred on the first day of such Test Period; (iii) if during
such Pro Forma Period any Person that subsequently became a Subsidiary or was
merged with or into the Borrower or any Subsidiary since the

 







 





29



beginning of such Pro Forma Period shall have entered into any disposition
or acquisition transaction that would have required an adjustment pursuant to
clause (i) or (ii) above if made by the Borrower or a Subsidiary during such
Pro Forma Period, Consolidated Operating Cash Flow and Consolidated Interest
Expense for such Test Period shall be calculated after giving pro forma effect
thereto as if such transaction occurred on the first day of such Test Period;
and (iv) in the case of determinations in connection with transactions
involving the incurrence of Indebtedness, Consolidated Interest Expense shall
be calculated after giving pro forma effect thereto (and all other incurrences
of Indebtedness during such Pro Forma Period) as if such Indebtedness was
incurred on the first day of such Test Period. For the purposes of this
paragraph, pro forma calculations regarding the amount of income or earnings
relating to any Material Disposition or Material Acquisition and the amount of
Consolidated Interest Expense associated with any discharge or incurrence of
Indebtedness shall in each case be determined in good faith by a Responsible
Officer of the Borrower. If any Indebtedness bears a floating rate of interest
and the incurrence or assumption thereof is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as if the rate in
effect on the last day of the relevant Pro Forma Period had been the applicable
rate for the entire relevant Test Period (taking into account any interest rate
protection agreement applicable to such Indebtedness if such interest rate
protection agreement has a remaining term in excess of 12 months). As used in
this Section 1.2(e), “Material Acquisition” means any acquisition of property
or series of related acquisitions of property that (i) constitutes assets
comprising all or substantially all of an operating unit of a business or
constitutes all or substantially all of the Equity Interests of a Person and
(ii) involves the payment of Consideration by the Borrower and its Subsidiaries
in excess of $1,000,000; and “Material Disposition” means any Disposition of
property or series of related Dispositions of property that yields gross
proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.




SECTION 2. AMOUNT AND TERMS OF COMMITMENTS




               2.1. Commitments; Increases in the Tranche A Term Loans, the Tranche B
Term Loans and the Revolving Facilities; Incremental Term Loans. (a) Subject
to the terms and conditions hereof, (i) each Existing Tranche A Term Lender
severally agrees to maintain hereunder, in the form of an “Existing Tranche A
Term Loan”, its Tranche A Term Loan under and as defined in the Existing Credit
Agreement, as specified on Schedule 1.1, (ii) each Restatement Tranche A Term
Lender severally agrees (x) to maintain hereunder, in the form of a
“Restatement Tranche A Term Loan”, its Tranche A Term Loan under and as defined
in the Existing Credit Agreement and/or (y) to maintain hereunder its
“Restatement Tranche A Term Loan” made on the First Restatement Effective Date
under the Existing Credit Agreement, in each case as specified on Schedule 1.1,
(iii) each Tranche B Term Lender severally agrees to maintain hereunder, in the
form of a “Tranche B Term Loan”, its Tranche B Term Loan under and as defined
in the Existing Credit Agreement, (iv) each Existing Incremental Term Lender
severally agrees to maintain hereunder, in the form of an “Existing Incremental
Term Loan”, its Incremental Term Loan outstanding under the Existing Credit
Agreement, and (v) each other Incremental Term Lender severally agrees to make
one or more term loans (each, together with each Existing Incremental Term
Loan, an “Incremental Term Loan”) to the extent provided in Section 2.1(c).
The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as
determined by the Borrower and notified to the Funding Agent in accordance with
Sections 2.2 and 2.10.




               (b) Subject to the terms and conditions hereof, each Existing Revolving
Lender severally agrees to make revolving credit loans (“Existing Revolving
Loans”) to the Borrower from time to time during the Revolving Commitment
Period in an aggregate principal amount at any one time outstanding which does
not exceed the amount of such Lender’s Existing Revolving Commitment. Subject
to the terms and conditions hereof, each Restatement Revolving Lender severally
agrees to make revolving credit loans (“Restatement Revolving Loans”) to the
Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to



 







 





30



such Lender’s Restatement Revolving Percentage of the sum of (i) the L/C
Obligations then outstanding and (ii) the aggregate principal amount of the
Swingline Loans then outstanding, does not exceed the amount of such Lender’s
Restatement Revolving Commitment. During the Revolving Commitment Period, the
Borrower may use the Revolving Commitments by borrowing, prepaying the
Revolving Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof. The Revolving Loans may from time to time be
Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to
the Funding Agent in accordance with Sections 2.2 and 2.10.




               (c) The Borrower and any one or more Lenders (including New Lenders) may
from time to time agree that such Lenders shall make, obtain or increase the
amount of their Tranche A Term Loans, Tranche B Term Loans, Incremental Term
Loans or Revolving Commitments, as applicable, by executing and delivering to
the Administrative Agents an Increased Facility Activation Notice specifying
(i) the amount of such increase and the Facility or Facilities involved, (ii)
the applicable Increased Facility Closing Date and (iii) in the case of
Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y)
the amortization schedule for such Incremental Term Loans, which shall comply
with Section 2.3, and (z) the Applicable Margin for such Incremental Term
Loans. Notwithstanding the foregoing, without the consent of the Required
Lenders, (i) incremental Tranche A Term Loans under a particular Facility may
not be obtained on or after the first date on which scheduled installments are
payable under such Facility, (ii) incremental Revolving Commitments under a
particular Facility may not be obtained on or after the first date on which
scheduled Commitment reductions are required under such Facility, (iii) the
aggregate amount of borrowings of Incremental Term Loans (excluding Existing
Incremental Term Loans) shall not exceed an amount equal to (x) $100,000,000
plus (y) the aggregate principal amount of optional prepayments of Term Loans
made after the First Restatement Effective Date pursuant to Section 2.8 or
optional reductions of the Revolving Commitments made after the First
Restatement Effective Date pursuant to Section 2.7 (provided that the amount
described in this clause (y) shall not exceed $500,000,000) minus (z) the
aggregate amount of incremental Tranche A Term Loans or incremental Revolving
Commitments obtained after the First Restatement Effective Date pursuant to
this paragraph, (iv) the aggregate amount of incremental Tranche A Term Loans
and incremental Revolving Commitments obtained after the First Restatement
Effective Date pursuant to this paragraph shall not exceed $250,000,000, (v)
each increase effected pursuant to this paragraph shall be in a minimum amount
of at least $100,000,000 and (vi) no more than four Increased Facility Closing
Dates may be selected by the Borrower after the First Restatement Effective
Date. No Lender shall have any obligation to participate in any increase
described in this paragraph unless it agrees to do so in its sole discretion.




               (d) Any additional bank, financial institution or other entity which, with
the consent of the Borrower and the Administrative Agents (which consent shall
not be unreasonably withheld), elects to become a “Lender” under this Agreement
in connection with any transaction described in Section 2.1(c) shall execute a
New Lender Supplement (each, a “New Lender Supplement”), substantially in the
form of Exhibit D-2, 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.




               (e) Unless otherwise agreed by the Administrative Agents, on each
Increased Facility Closing Date (other than in respect of Incremental Term
Loans), the Borrower shall borrow Term Loans under the relevant increased
Facility, or shall borrow Revolving Loans under the relevant increased
Revolving Commitments, as the case may be, from each Lender participating in
the relevant increase in an amount determined by reference to the amount of
each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar
Tranche) which would then have been outstanding from such Lender if (i) each
such Type or Eurodollar Tranche had been borrowed or effected on such Increased
Facility Closing Date and (ii) the aggregate amount of each such Type or
Eurodollar Tranche requested to be so borrowed or effected had been
proportionately increased. The Eurodollar Base Rate applicable to any
Eurodollar Loan



 







 





31



borrowed pursuant to the preceding sentence shall equal the Eurodollar
Base Rate then applicable to the Eurodollar Loans of the other Lenders in the
same Eurodollar Tranche (or, until the expiration of the then-current Interest
Period, such other rate as shall be agreed upon between the Borrower and the
relevant Lender).




               2.2. Procedure for Borrowing. In order to effect a borrowing hereunder,
the Borrower shall give the Funding Agent a Notice of Borrowing (which notice
must be received by the Funding Agent prior to 12:00 Noon, Dallas 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 Facility under which such
Loan is to be borrowed, (ii) the amount and Type of Loans to be borrowed, (iii)
the requested Borrowing Date and (iv) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor. Each borrowing shall be in an aggregate
amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the then aggregate relevant Available
Revolving Commitments are less than $5,000,000, such lesser amount) and (y) in
the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in
excess thereof; provided, that the Swingline Lender may request, on behalf of
the Borrower, borrowings under the Restatement Revolving Commitments that are
ABR Loans in other amounts pursuant to Section 2.5. Upon receipt of any Notice
of Borrowing from the Borrower, the Funding Agent shall promptly notify each
relevant Lender thereof. Each relevant Lender will make the amount of its pro
rata share of each borrowing available to the Funding Agent for the account of
the Borrower at the Funding Office prior to 11:00 A.M., Dallas time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Funding Agent. Such borrowing will then be made available not later than 2:00
P.M., Dallas time, to the Borrower by the Funding Agent crediting the account
of the Borrower on the books of such office with the aggregate of the amounts
made available to the Funding Agent by the relevant Lenders and in like funds
as received by the Funding Agent.




               2.3. Repayment of Loans. (a) The Existing Tranche A Term Loans of each
Existing Tranche A Term Lender shall mature in 22 installments, each of which
shall be in an amount equal to such Lender’s Existing Tranche A Term Percentage
multiplied by the percentage of the Existing Tranche A Aggregate Funded Amount
set forth below opposite such installment:




	 	 	 	 	 	 	 	 	 
	Installment	 	Percentage	 	Repayment Amount
	
	 	
	 	

	June 30, 2002
	 	 	2.5	%	 	$	1,388,888.89	 
	September 30, 2002
	 	 	2.5	%	 	$	1,388,888.89	 
	December 31, 2002
	 	 	2.5	%	 	$	1,388,888.89	 
	March 31, 2003
	 	 	2.5	%	 	$	1,388,888.89	 
	June 30, 2003
	 	 	3.75	%	 	$	2,083,333.03	 
	September 30, 2003
	 	 	3.75	%	 	$	2,083,333.03	 
	December 31, 2003
	 	 	3.75	%	 	$	2,083,333.03	 
	March 31, 2004
	 	 	3.75	%	 	$	2,083,333.03	 
	June 30, 2004
	 	 	3.75	%	 	$	2,083,333.03	 
	September 30, 2004
	 	 	3.75	%	 	$	2,083,333.03	 
	December 31, 2004
	 	 	3.75	%	 	$	2,083,333.03	 
	March 31, 2005
	 	 	3.75	%	 	$	2,083,333.03	 
	June 30, 2005
	 	 	5.0	%	 	$	2,777,777.78	 
	September 30, 2005
	 	 	5.0	%	 	$	2,777,777.78	 
	December 31, 2005
	 	 	5.0	%	 	$	2,777,777.78	 
	March 31, 2006
	 	 	5.0	%	 	$	2,777,777.78	 
	June 30, 2006
	 	 	6.25	%	 	$	3,472,222.22	 



 







 



32




	 	 	 	 	 	 	 	 	 
	Installment	 	Percentage	 	Repayment Amount
	
	 	
	 	

	September 30, 2006
	 	 	6.25	%	 	$	3,472,222.22	 
	December 31, 2006
	 	 	6.25	%	 	$	3,472,222.22	 
	March 31, 2007
	 	 	6.25	%	 	$	3,472,222.22	 
	June 30, 2007
	 	 	7.5	%	 	$	4,166,666,67	 
	September 18, 2007
	 	 	7.5	%	 	$	4,166,666,67	 




               (b) The Restatement Tranche A Term Loans of each Restatement Tranche A
Term Lender shall mature in nine installments, each of which shall be in an
amount equal to such Lender’s Restatement Tranche A Term Percentage multiplied
by the percentage of the Restatement Tranche A Aggregate Funded Amount set
forth below opposite such installment:




	 	 	 	 	 	 	 	 	 
	Installment	 	Percentage	 	Repayment Amount
	
	 	
	 	

	September 30, 2005
	 	 	10.0	%	 	$	105,444,444.45	 
	December 30, 2005
	 	 	10.0	%	 	$	105,444,444.45	 
	March 30, 2006
	 	 	10.0	%	 	$	105,444,444.45	 
	June 30, 2006
	 	 	10.0	%	 	$	105,444,444.45	 
	September 30, 2006
	 	 	10.0	%	 	$	105,444,444.45	 
	December 30, 2006
	 	 	12.5	%	 	$	131,805,555.56	 
	March 30, 2007
	 	 	12.5	%	 	$	131,805,555.56	 
	June 30, 2007
	 	 	12.5	%	 	$	131,805,555.56	 
	September 18, 2007
	 	 	12.5	%	 	$	131,805,555.56	 




               (c) The Tranche B Term Loans of each Tranche B Term Lender shall mature in
24 consecutive quarterly installments (each due on the last day of each
calendar quarter, except for the last such installment), commencing on June 30,
2002, each of which shall be in an amount equal to such Lender’s Tranche B Term
Percentage multiplied by (i) in the case of the first 23 such installments,
0.25% of the Tranche B Aggregate Funded Amount and (ii) in the case of the last
such installment (which shall be due on March 18, 2008), 94.25% of the Tranche
B Aggregate Funded Amount.




               (d) The Existing Incremental Term Loans of each Existing Incremental Term
Lender shall mature in 26 consecutive quarterly installments (each due on the
last day of each calendar quarter, except for the last such installment),
commencing on June 30, 2002, each of which shall be in an amount equal to such
Lender’s Existing Incremental Term Percentage multiplied by (i) in the case of
the first 25 such installments, 0.25% of the original aggregate principal
amount of the Existing Incremental Term Loans and (ii) in the case of the last
such installment (which shall be due on September 18, 2008), 93.75% of the
original aggregate principal amount of the Existing Incremental Term Loans.




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




               (f) The Total Existing Revolving Commitments shall be permanently reduced
on each of the dates set forth below by an aggregate amount equal to the
percentage of the Existing Revolving Aggregate Committed Amount set forth
opposite such date:




               
 







 





33




	 	 	 	 	 	 	 	 	 
	Date	 	Percentage	 	Repayment Amount
	
	 	
	 	

	March 31, 2004
	 	 	10.0	%	 	$	6,944,444.44	 
	March 31, 2005
	 	 	15.0	%	 	$	10,416,666.67	 
	March 31, 2006
	 	 	30.0	%	 	$	20,833,333.33	 
	March 31, 2007
	 	 	30.0	%	 	$	20,833,333.33	 
	September 18, 2007
	 	 	15.0	%	 	$	10,416,666.67	 




               (g) The Total Restatement Revolving Commitments shall be permanently
reduced on each of the dates set forth below by an aggregate amount equal to
the percentage of the Restatement Revolving Aggregate Committed Amount set
forth opposite such date:




	 	 	 	 	 	 	 	 	 
	Date	 	Percentage	 	Prepayment Amount
	
	 	
	 	

	September 30, 2005
	 	 	10.0	%	 	$	127,055,555.56	 
	December 30, 2005
	 	 	10.0	%	 	$	127,055,555.56	 
	March 30, 2006
	 	 	10.0	%	 	$	127,055,555.56	 
	June 30, 2006
	 	 	10.0	%	 	$	127,055,555.56	 
	September 30, 2006
	 	 	10.0	%	 	$	127,055,555.56	 
	December 30, 2006
	 	 	12.5	%	 	$	158,819,444.45	 
	March 30, 2007
	 	 	12.5	%	 	$	158,819,444.45	 
	June 30, 2007
	 	 	12.5	%	 	$	158,819,444.45	 
	September 18, 2007
	 	 	12.5	%	 	$	158,819,444.45	 




               (h) Notwithstanding anything to the contrary in this Section 2.3, if any
Indebtedness (other than the Vulcan Facility) of the CCO Parent is outstanding
on the date (the “Six-Month Date”) that is six months prior to the stated
maturity of any such Indebtedness, then, on such Six-Month Date, all
outstanding Term Loans shall automatically become due and payable and the
Revolving Commitments shall automatically be terminated. Any Indebtedness of
the CCO Parent that has been defeased in accordance with the terms thereof
shall be deemed to be no longer outstanding for the purposes of this paragraph.




               (i) Any reduction or termination of the Revolving Commitments pursuant to
this Section 2.3 shall be accompanied by prepayment of the relevant Revolving
Loans and/or Swingline Loans to the extent that the relevant Total Revolving
Extensions of Credit exceed the amount of the relevant Total Revolving
Commitments after giving effect thereto, provided that, in the case of the
Restatement Revolving Facility, if the aggregate principal amount of
Restatement Revolving Loans and Swingline Loans then outstanding is less than
the amount of such excess (because L/C Obligations constitute a portion
thereof), the Borrower shall, to the extent of the balance of such excess,
replace outstanding Letters of Credit and/or deposit an amount in cash in a
cash collateral account established with the Funding Agent for the benefit of
the Restatement Revolving Lenders on terms and conditions satisfactory to the
Funding Agent. The application of any prepayment pursuant to this paragraph
shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each
prepayment of the Loans under this paragraph (other than ABR Loans and
Swingline Loans) shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid.




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

 







 





34



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




               2.5. Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a)
Whenever the Borrower desires that the Swingline Lender make Swingline Loans
it shall give the Swingline Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice must be received by the Swingline
Lender not later than 12:00 Noon, Dallas time, on the proposed Borrowing Date),
specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date
(which shall be a Business Day during the Revolving Commitment Period). Each
borrowing under the Swingline Commitment shall be in an amount equal to
$1,000,000 or a whole multiple of $500,000 in excess thereof. Not later than
2:00 P.M., Dallas time, on the Borrowing Date specified in a notice in respect
of Swingline Loans, the Swingline Lender shall make available to the Funding
Agent at the Funding Office an amount in immediately available funds equal to
the amount of the Swingline Loan to be made by the Swingline Lender. The
Funding Agent shall make the proceeds of such Swingline Loan available to the
Borrower on such Borrowing Date by depositing such proceeds in the account of
the Borrower with the Funding Agent on such Borrowing Date in immediately
available funds.




               (b) The Swingline Lender, at any time and from time to time in its sole
and absolute discretion and in consultation with the Borrower (provided that
the failure to so consult shall not affect the ability of the Swingline Lender
to make the following request) may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one Business
Day’s notice given by the Swingline Lender no later than 1:00 P.M., Dallas
time, request each Restatement Revolving Lender to make, and each Restatement
Revolving Lender hereby agrees to make, a Restatement Revolving Loan, in an
amount equal to such Restatement Revolving Lender’s Restatement Percentage of
the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”)
outstanding on the date of such notice, to repay the Swingline Lender. Each
Restatement Revolving Lender shall make the amount of such Restatement
Revolving Loan available to the Funding Agent at the Funding Office in
immediately available funds, not later than 11:00 A.M., Dallas time, one
Business Day after the date of such notice. The proceeds of such Restatement
Revolving Loans shall be immediately made available by the Funding Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of
the Refunded Swingline Loans. The Borrower irrevocably authorizes the
Swingline Lender to charge the Borrower’s accounts with the Funding Agent (up
to the amount available in each such account) in order to immediately pay the
amount of such Refunded Swingline Loans to the extent amounts received from the
Restatement Revolving Lenders are not sufficient to repay in full such Refunded
Swingline Loans.




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



 







 





35




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




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




               2.6. Commitment Fees, Etc. (a) The Borrower agrees to pay to the Funding
Agent for the account of each Revolving Lender a nonrefundable commitment fee
through the last day of the Revolving Commitment Period, computed at the
Commitment Fee Rate on the average daily amount of the relevant Available
Revolving Commitment of such Lender during the period for which payment is
made, payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Termination Date.




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




               2.7. Termination or Reduction of Revolving Commitments. The Borrower
shall have the right, upon not less than three Business Days’ notice to the
Funding Agent, to terminate the Revolving Commitments or, from time to time, to
reduce the amount of the Revolving Commitments; provided that no such
termination or reduction of Revolving Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the relevant Total
Revolving Extensions of Credit would exceed the relevant Total Revolving
Commitments. Any reduction of the Revolving Commitments shall be allocated to
such Revolving Facility as shall be directed by the Borrower. Any such
reduction shall be in an amount equal to $10,000,000, or a whole multiple of
$1,000,000 in excess thereof, shall reduce permanently the relevant Revolving
Commitments then in effect and shall be applied pro rata to the scheduled
reductions thereof.




               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, upon
irrevocable notice delivered to the Funding Agent at least three Business Days
prior thereto in the case of Eurodollar Loans and 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. Prepayments of Revolving Loans
shall be allocated to such Revolving Facility as shall be directed by the
Borrower. Upon receipt of any



 







 





36



such notice, the Funding Agent shall promptly notify each relevant Lender
thereof. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with (except
in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued
interest to such date on the amount prepaid. Partial prepayments of Term Loans
and Revolving Loans shall be in an aggregate principal amount of $5,000,000 or
a whole multiple of $1,000,000 in excess thereof. Partial prepayments of
Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a
whole multiple of $500,000 in excess thereof.




               2.9. Mandatory Prepayments. (a) Unless the Required Prepayment Lenders
shall otherwise agree, if on any date the Borrower or any of its Subsidiaries
shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, (i)
unless a Reinvestment Notice executed by a Responsible Officer shall be
delivered in respect thereof to the Administrative Agents within five Business
Days after the date that any Net Cash Proceeds of an Asset Sale or Recovery
Event are received, such Net Cash Proceeds shall be applied on the fifth
Business Day after the receipt of any such Net Cash Proceeds toward the
prepayment of the Term Loans (provided that the foregoing requirement shall not
apply to the first $10,000,000 of aggregate Net Cash Proceeds received after
the First Restatement Effective Date) and (ii) on each Reinvestment Prepayment
Date, an amount equal to the Reinvestment Prepayment Amount with respect to the
relevant Reinvestment Event shall be applied toward the prepayment of the Term
Loans.




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




               2.10. Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Funding Agent at least two Business Days’ prior irrevocable notice of such
election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving
the Funding Agent at least three Business Days’ prior irrevocable notice of
such election (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 Funding 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 Funding Agent at least three (3) 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) 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 Funding Agent shall promptly notify each
relevant Lender thereof.




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



 







 





37




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




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




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




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




               2.13. Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to 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 Funding Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from
a change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Funding 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 Funding 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 Funding Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Funding 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 Funding 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 Funding Agent shall have received notice from the Majority
Facility Lenders in respect of the relevant Facility that the Eurodollar
Rate determined or to be determined for such



 







 






38





		
	 	Interest Period will not adequately and fairly reflect the cost to
such Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period,



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




               2.15. Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Revolving Lenders hereunder, each payment by the Borrower on
account of any commitment fee and any reduction of the Revolving Commitments of
the Lenders shall be made pro rata according to the relevant Revolving
Commitments of the relevant Lenders. It is understood that each borrowing of
Revolving Loans shall be allocated to such Revolving Facility as shall be
selected by the Borrower.




               (b) Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Term Loans shall be made pro rata according to
the respective outstanding principal amounts of the Term Loans then held by the
Term Lenders (except as otherwise provided in Section 2.15(d)). The amount of
each principal prepayment of the Term Loans shall be applied to reduce the then
remaining installments of the Tranche A Term Loans, Tranche B Term Loans and
Incremental Term Loans, as the case may be, pro rata based upon the then
remaining principal amount thereof. Amounts prepaid on account of the Term
Loans may not be reborrowed.




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




               (d) Notwithstanding anything to the contrary in this Agreement, with
respect to the amount of any mandatory prepayment of the Term Loans pursuant to
Section 2.9 and, if the Borrower so elects in its sole discretion, any optional
prepayment of the Term Loans pursuant to Section 2.8, that in any such case is
allocated to Tranche B Term Loans or Incremental Term Loans (such amounts, the
“Tranche B Prepayment Amount” and the “Incremental Prepayment Amount”,
respectively), at any time when Tranche A Term Loans remain outstanding, the
Borrower will (or, in the case of optional prepayments, may), in lieu of
applying such amount to the prepayment of Tranche B Term Loans and Incremental
Term Loans, respectively, on the date specified in Section 2.9 or 2.8, as the
case may be, for such prepayment, give the Funding Agent telephonic notice
(promptly confirmed in writing) requesting that the Funding Agent prepare and
provide to each Tranche B Lender and Incremental Term Lender a notice (each, a
“Prepayment Option Notice”) as described below. As promptly as practicable
after receiving such notice from the Borrower, the Funding Agent will send to
each Tranche B Lender and Incremental Term Lender a Prepayment Option Notice,
which shall be in the form of Exhibit F, and shall include an offer by the
Borrower to prepay on the date (each a “Prepayment Date”) that is 10 Business
Days after the date of the Prepayment Option Notice, the relevant Term Loans of
such Lender by an



 







 





39



amount equal to the portion of the prepayment amount indicated in such
Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche
B Term Loans or Incremental Term Loans, as the case may be. On the Prepayment
Date, (i) the Borrower shall pay to the relevant Tranche B Lenders and
Incremental Term Lenders the aggregate amount necessary to prepay that portion
of the outstanding relevant Term Loans in respect of which such Lenders have
accepted prepayment as described above, (ii) the Borrower shall pay to the
Tranche A Term Lenders an amount equal to 50% (or, in the case of optional
prepayments, such percentage as shall be determined by the Borrower in its sole
discretion) of the portion of the Tranche B Prepayment Amount and the
Incremental Prepayment Amount not accepted by the relevant Lenders, and such
amount shall be applied to the prepayment of the Tranche A Term Loans, and
(iii) the Borrower shall be entitled to retain the remaining portion of the
Tranche B Prepayment Amount and the Incremental Prepayment Amount not accepted
by the relevant Lenders.




               (e) 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 12:00 Noon,
Dallas time, on the due date thereof to the Funding Agent, for the account of
the Lenders, at the Funding Office, in Dollars and in immediately available
funds. The Funding Agent shall distribute such payments to the Lenders
promptly upon receipt in like funds as received. If any payment hereunder
(other than payments on the Eurodollar Loans) becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day. In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.




               (f) Unless the Funding 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 Funding Agent,
the Funding Agent may assume that such Lender is making such amount available
to the Funding Agent, and the Funding Agent may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If such
amount is not made available to the Funding Agent by the required time on the
Borrowing Date therefor, such Lender shall pay to the Funding 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 Funding Agent. A certificate of the Funding 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 Funding Agent by such Lender
within three Business Days of such Borrowing Date, the Funding Agent shall also
be entitled to recover such amount with interest thereon at the rate per annum
applicable to ABR Loans under the relevant Facility, on demand, from the
Borrower. Nothing in this paragraph shall be deemed to limit the rights of the
Funding Agent or the Borrower against any Lender.




               (g) Unless the Funding 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 Funding Agent, the Funding Agent may
assume that the Borrower is making such payment, and the Funding 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 Funding Agent by the Borrower within three
Business Days of such required date, the Funding 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



 







 





40



equal to the daily average Federal Funds Effective Rate. Nothing herein
shall be deemed to limit the rights of the Funding 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 Second Restatement Effective Date:





		
	 	     (i) shall subject any Lender to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any Application or any
Eurodollar Loan made by it, or change the basis of taxation of payments
to such Lender in respect thereof (except for Non-Excluded Taxes covered
by Section 2.17 and changes in the rate of tax on the overall net income
of such Lender);
	 
	 	     (ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans
or other extensions of credit by, or any other acquisition of funds by,
any office of such Lender that is not otherwise included in the
determination of the Eurodollar Rate hereunder; or
	 
	 	     (iii) shall impose on such Lender any other condition;



and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable. If any Lender becomes
entitled to claim any additional amounts pursuant to this paragraph, it shall
promptly notify the Borrower (with a copy to the Funding 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 Second Restatement Effective Date shall have
the effect of reducing the rate of return on such Lender’s or such
corporation’s capital as a consequence of its obligations hereunder or under or
in respect of any Letter of Credit to a level below that which such Lender or
such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or such corporation’s
policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Funding Agent) of a written request therefor, the
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender for such reduction; provided that the Borrower shall not
be required to compensate a Lender pursuant to this paragraph for any amounts
incurred more than six months prior to the date that such Lender notifies the
Borrower of such Lender’s intention to claim compensation therefor; and
provided further that, if the circumstances giving rise to such claim have a
retroactive effect, then such six-month period shall be extended to include the
period of such retroactive effect.




               (c) A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender to the Borrower (with a copy to the Funding
Agent) shall be conclusive in the absence of



 







 





41



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 Funding Agent or any Lender as a result of a present or
former connection between the Funding 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 Funding 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 Funding Agent or any Lender hereunder, the amounts so payable to the
Funding Agent or such Lender shall be increased to the extent necessary to
yield to the Funding 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
Funding 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 Funding Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Funding Agent and the
Lenders for any incremental taxes, interest or penalties that may become
payable by the Funding 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 Funding Agent (or, in the case of a Participant, to the Lender
from which the related participation shall have been purchased) two copies of
either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the
case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax
under Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest”, a statement substantially in the form of Exhibit G and a
Form W-8BEN, or any subsequent versions thereof or successors thereto, properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption
from U.S. federal withholding tax on all payments by the Borrower under this
Agreement and the other Loan Documents. Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this Agreement (or,
in the case of any Participant, on or before the date such Participant
purchases the related participation). In addition, each Non-U.S. Lender shall
deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Non-U.S. Lender. Each Non-U.S.



 







 



42



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 Funding
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding, provided that such Lender is legally entitled to complete, execute
and deliver such documentation and in such Lender’s judgment such completion,
execution or submission would not materially prejudice the legal position of
such Lender.




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




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




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



 







 





43




               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 Agents, (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.




SECTION 3. LETTERS OF CREDIT




               3.1. L/C Commitment. (a) Subject to the terms and conditions hereof,
each Issuing Lender, in reliance on the agreements of the other Restatement
Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of
credit (“Letters of Credit”) for the account of the Borrower on any Business
Day during the Revolving Commitment Period in such form as may be approved from
time to time by such Issuing Lender; provided that no Issuing Lender shall
issue any Letter of Credit if, after giving effect to such issuance, (i) the
L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of
the Available Restatement Revolving Commitments would be less than zero. Each
Letter of Credit shall (i) be denominated in Dollars, (ii) unless otherwise
agreed by the Funding Agent and the relevant Issuing Lender, have a face amount
of at least $5,000 and (iii) expire no later than the earlier of (x) the first
anniversary of its date of issuance and (y) the date that is five Business Days
prior to the Revolving Termination Date, provided that any Letter of Credit
with a one-year term may provide for the renewal thereof for additional
one-year periods (which shall in no event extend beyond the date referred to in
clause (y) above).




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




               3.2. Procedure for Issuance of Letter of Credit. The Borrower may from
time to time request that any Issuing Lender issue a Letter of Credit by
delivering to such Issuing Lender an Application therefor, completed to the
satisfaction of such Issuing Lender, and such other certificates, documents and
other papers and information as such Issuing Lender may request. Upon receipt
of any



 







 





44



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




               3.3. Fees and Other Charges. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurodollar Loans under the Restatement
Revolving Facility, shared ratably among the Restatement Revolving Lenders and
payable quarterly in arrears on each L/C Fee Payment Date after the issuance
date. In addition, the Borrower shall pay to the relevant Issuing Lender for
its own account a fronting fee of 0.25% per annum on the undrawn and unexpired
amount of each Letter of Credit issued by such Issuing Lender, payable
quarterly in arrears on each L/C Fee Payment Date after the relevant issuance
date.




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




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




               (b) If any amount required to be paid by any L/C Participant to any
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed
portion of any payment made by such Issuing Lender under any Letter of Credit
is paid to such Issuing Lender within three (3) Business Days after the date
such payment is due, such L/C Participant shall pay to such Issuing Lender on
demand an amount equal to the product of (i) such amount, times (ii) the daily
average Federal Funds Effective Rate during the period from and including the
date such payment is required to the date on which such payment is



 







 





45



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




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




               3.5. Reimbursement Obligation of the Borrower. The Borrower agrees to
reimburse the relevant Issuing Lender on each date on which such Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by such Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes, fees, charges or other costs or expenses
incurred by such Issuing Lender in connection with such payment. Each such
payment shall be made to the relevant Issuing Lender in lawful money of the
United States and in immediately available funds. Interest shall be payable on
any and all amounts remaining unpaid by the Borrower under this Section from
the date such amounts become payable (whether at stated maturity, by
acceleration or otherwise) until payment in full at the rate set forth in (i)
until the second Business Day following the date of the applicable drawing,
Section 2.12(b) and (ii) thereafter, Section 2.12(c).




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



 







 





46




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




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




SECTION 4. REPRESENTATIONS AND WARRANTIES




               Holdings (solely with respect to Sections 4.3. 4.4, 4.5, 4.7 and 4.15),
the CCO Parent (after the Guarantee and Pledge Date) and the Borrower hereby
jointly and severally represent and warrant to the Agents and each Lender that:




               4.1. Financial Condition. The (a) audited consolidated balance sheet of
the Borrower and its Subsidiaries as at December 31, 2002, and the related
audited consolidated statements of operations and cash flows for the fiscal
year ended on such date, and (b) unaudited consolidated balance sheet of the
Borrower and its Subsidiaries as at March 31, 2003, and the related unaudited
consolidated statements of operations and cash flows for the three-month period
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 (subject, in the case of unaudited financial statements for
any fiscal quarter, to normal year end audit adjustments). 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
Guarantee Obligations, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected in such financial
statements. During the period from December 31, 2002 to and including the
Second Restatement Effective Date, there has been no Disposition by Holdings
(except as contemplated by the Organizational Restructuring), the CCO Parent,
the Borrower or any of its Subsidiaries of any material part of its business or
property.




               4.2. No Change. Since December 31, 2002 there has been no event,
development or circumstance that has had or could reasonably be expected to
have a Material Adverse Effect.




               4.3. Existence; Compliance with Law. Each of Holdings, the CCO Parent,
the Borrower and its Subsidiaries (a) 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 (c) and (d), except as could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.
Specified Non-Recourse Holdco is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization.



 







 





47




               4.4. Power; Authorization; Enforceable Obligations. Each Loan Party has
the power and authority, and the legal right, to make, deliver and perform the
Loan Documents to which it is a party and, in the case of the Borrower, to
borrow hereunder. Each Loan Party has taken all necessary action to authorize
the execution, delivery and performance of the Loan Documents to which it is a
party and, in the case of the Borrower, to authorize the borrowings on the
terms and conditions of this Agreement. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the borrowings hereunder or
with the execution, delivery, performance, validity or enforceability of this
Agreement or any of the Loan Documents, except the filings referred to in
Section 4.20. Each Loan Document has been duly executed and delivered on
behalf of each Loan Party party thereto. This Agreement constitutes, and each
other Loan Document upon execution will constitute, a legal, valid and binding
obligation of each Loan Party party thereto, enforceable against each such Loan
Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).




               4.5. No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any material Contractual Obligation of Holdings, the CCO
Parent, the Borrower or any of its Subsidiaries and will not result in, or
require, the creation or imposition of any Lien on any of their respective
properties or revenues pursuant to any Requirement of Law or any such
Contractual Obligation (other than the Liens created by the Guarantee and
Collateral Agreement and the Vulcan Facility Liens to the extent expressly
provided herein and permitted hereunder).




               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 CCO Parent, the Borrower or any of its
Subsidiaries, or against any of their respective properties or revenues (a)
with respect to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (b) that could reasonably be expected to
have a Material Adverse Effect.




               4.7. No Default. None of Holdings, CCO Parent, the Borrower or any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.




               4.8. Ownership of Property; Liens. Each of the CCO Parent, the Borrower
and its Subsidiaries has title in fee simple to, or a valid leasehold interest
in, all its material real property, and good title to, or a valid leasehold
interest in, all its other material property, and none of such property is
subject to any Lien except as permitted by Section 7.3.




               4.9. Intellectual Property. Each of the CCO Parent, the Borrower and each of
its Subsidiaries owns, or is licensed to use, all material Intellectual
Property necessary for the conduct of its business as currently conducted. 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 CCO Parent, 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.



 







 





48




               4.10. Taxes. Each of the CCO Parent, the Borrower and each of its
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 CCO Parent, the
Borrower or its Subsidiaries, as the case may be); no tax Lien has been filed,
and, to the knowledge of the Borrower, no claim is being asserted, with respect
to any such tax, fee or other charge.




               4.11. Federal Regulations. No part of the proceeds of any Loans will be
used for “buying” or “carrying” any “margin stock” within the respective
meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect or for any purpose that violates the provisions of the
Regulations of the Board. If requested by any Lender or the Funding Agent, the
Borrower will furnish to the Funding 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 any of the CCO Parent, 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 any Loan Party nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to result
in a material liability under ERISA, and neither any Loan Party nor, to any
Loan Party’s knowledge, any Commonly Controlled Entity would become subject to
any material liability under ERISA if any Loan Party or any Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. No Multiemployer Plan of any Loan Party or any Commonly
Controlled Entity is in Reorganization or Insolvent.




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



 







 





49



          4.15. Subsidiaries. Except as disclosed to the Funding Agent by the
Borrower in writing from time to time after the Second Restatement 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 Holdings, the CCO Parent,
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 and the
Vulcan Facility Documents.



          4.16. Use of Proceeds. The proceeds of the Loans, and the Letters of
Credit, shall be used for general purposes, including to finance permitted
Investments.



          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
CCO Parent, 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 CCO Parent, 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 any of the CCO Parent, 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 CCO Parent, 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



 







 






50





		
	 	contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the Business; and
	 
	 	     (g) neither Holdings, the CCO Parent, the Borrower nor any of its
respective Subsidiaries has assumed any liability of any other Person
under Environmental Laws.




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





		
	 	     (a) (i) the CCO Parent, the Borrower and its Subsidiaries possess
all Authorizations necessary to own, operate and construct the CATV
Systems or otherwise for the operations of their businesses and are not
in violation thereof and (ii) all such Authorizations are in full force
and effect and no event has occurred that permits, or after notice or
lapse of time could permit, the revocation, termination or material and
adverse modification of any such Authorization;
	 
	 	     (b) neither the CCO Parent, the Borrower nor any of their
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 CCO Parent, 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 CCO Parent and the Borrower, threatened, any notice of any hearing,
violation or complaint against the CCO Parent, the Borrower or any of its
Subsidiaries with respect to the operation of any portion of the CATV
Systems and neither the CCO Parent nor the Borrower has any knowledge
that any Person intends to contest renewal of any Authorization.




               4.19. Accuracy of Information, Etc. No statement or information 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 any Loan Party to the Agents or the Lenders, or any of them, for use
in connection with the transactions contemplated by this Agreement or the other
Loan Documents, as supplemented from time to time prior to the date this
representation and warranty is made or deemed made, contains any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements contained herein or therein not misleading. The
projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed
by management of the Borrower to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. There is no fact
known to any Loan Party 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 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. The Guarantee and Collateral Agreement is
effective to create in favor of the Funding Agent, for the benefit of the
Lenders, a legal, valid and enforceable security



 







 





51



interest in the Collateral described therein and proceeds thereof. 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 Uniform Commercial Code or the corresponding code or statute of any
other applicable jurisdiction. In the case of certificated Pledged Stock
described in the Guarantee and Collateral Agreement, when certificates
representing such Pledged Stock are delivered to the Administrative Agents, and
in the case of the other Collateral described in the Guarantee and Collateral
Agreement, when financing statements specified on Schedule 4.20 in appropriate
form are filed in the offices specified on Schedule 4.20, the Guarantee and
Collateral Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties (other than
Holdings) in such Collateral and the proceeds thereof, as security for the
Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person.




               4.21. Solvency. Each Loan Party (other than any Shell Subsidiary) is, 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 Second Restatement Effective Date,
each of the CCO Parent, the Borrower and each of its Subsidiaries (other than
any such Subsidiary that is organized as a corporation) is a Flow-Through
Entity.




               4.23. Property of the CCO Parent. The CCO Parent does not own any
property other than the Equity Interests in the Borrower, and the Vulcan
Non-CCO Collateral and such other assets it is permitted to own pursuant to
Section 7.16.




               4.24. Tax Shelter Regulations. The Borrower does not intend to treat the
Loans and/or Letters of Credit as being a “reportable transaction” (within the
meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agents thereof. If the Borrower so notifies
the Administrative Agents, the Borrower acknowledges that one or more of the
Lenders may treat its Loans and/or its interest in Swingline Loans and/or
Letters of Credit as part of a transaction that is subject to Treasury
Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will
maintain the lists and other records required by such Treasury Regulations.




SECTION 5. CONDITIONS PRECEDENT




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





		
	 	     (a) Required Lender Consents. The Administrative Agents shall have
received the executed Addendum and Authorization from the Required
Lenders authorizing the Funding Agent and the Administrative Agents to
enter into this Agreement for the benefit of the Lenders.
	 
	 	     (b) Agreement; Supplemental Agreement; Guarantee and Collateral
Agreement. This Agreement shall have been executed and delivered by the
Agents, Holdings and the Borrower. The Supplemental Agreement shall have
been executed and delivered by Holdings, the Borrower and the Subsidiary
Guarantors in favor of the Agents and the Lenders. The Guarantee and
Collateral Agreement shall have been executed and delivered by the
Borrower and the Subsidiary Guarantors in favor of the Agents and the
Lenders.
	 
	 	     (c) Representations and Warranties. Each of the representations and
warranties set forth in Section 4 shall be true and correct in all
material respects as of the Second Restatement



 







 






52





		
	 	Effective Date (except for any representation that is made as of a
specified earlier date, which shall be true in all material respects as
of such earlier date).
	 
	 	     (d) Borrower LLC Agreement. The Limited Liability Company Agreement
of Charter Communications Operating, LLC dated as of February 10, 1999
shall have been amended and restated in substantially the form attached
hereto as Exhibit L (the “LLC Agreement”), to provide for the LLC
Arrangement.
	 
	 	     (e) Organizational Structure. Concurrently, with the occurrence of
the Second Restatement Effective Date, the transactions contemplated by
clause (b) of the definition of “Organizational Restructuring” shall have
occurred.
	 
	 	     (f) Vulcan Acknowledgment. Vulcan Inc. (in its capacity as the
Vulcan Lender or acting on behalf of any of its affiliates that will be
the Vulcan Lender in such capacity) will have acknowledged, in a manner
reasonably satisfactory to the Funding Agent, that the form of the Vulcan
Intercreditor Agreement is acceptable to it.
	 
	 	     (g) Perfection. (i) If the Equity Interests in the Borrower (if the
Guarantee and Pledge Date shall have occurred) and Specified Non-Recourse
Holdco are evidenced by certificates or other securities, the original
certificates or securities shall have been delivered to the Funding Agent
together with executed, undated instruments of transfer, (ii) proper
financing statements shall have been duly filed under the Uniform
Commercial Code of all jurisdictions that the Funding Agent may deem
necessary or desirable in order to prefect and protect the first priority
liens and security interests created under the Guarantee and Collateral
Agreement, covering the Collateral described in the Guarantee and
Collateral Agreement, and (iii) the Funding Agent shall have received
evidence that all other action that the Funding Agent may deem necessary
or desirable in order to perfect, maintain and protect the first priority
liens and security interests created under the Guarantee and Collateral
Agreement has been taken.
	 
	 	     (h) Financial Advisor. The engagement of the Financial Advisor to
provide financial advice and other services for, among others, Shearman &
Sterling as counsel to the Funding Agent shall remain in effect.
	 
	 	     (i) 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 separately in writing to
be paid on the Second Restatement Effective Date, including, without
limitation, an amendment fee to the Funding Agent for the benefit of each
Lender who has executed and delivered the Addendum and Authorization on
or prior to the Consent Deadline in an amount equal to 0.125% of the sum
of its Revolving Commitment and Term Loans.
	 
	 	     (j) Second Amended and Restated Management Agreement. The
Management Agreement dated as of March 18, 1999 shall have been amended
and restated in substantially the form attached hereto as Exhibit M.
	 
	 	     (k) Legal Opinions. On the Second Restatement Effective Date, the
Funding Agent shall have received the legal opinion of Irell & Manella
LLP, counsel to Holdings and the Borrower, with respect to the amendment
and restatement of the Existing Credit Agreement and of the Existing
Guarantee and Collateral Agreement, which opinion shall be in form and
substance reasonably satisfactory to the Funding Agent and the
Administrative Agents.





 









 


53



		
	 	       (l) Closing Certificates. The Funding Agent shall have received
officer’s certificates of the Borrower and each Subsidiary Guarantor,
dated the Second Restatement Effective Date, substantially in the form of
Exhibit C, with the appropriate exhibits, insertions and attachments
thereto.




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





		
	 	       (a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents
shall be true and correct in all material respects on and as of such date
as if made on and as of such date (except for any representation and
warranty that is made as of a specified earlier date, in which case such
representation and warranty shall have been true and correct in all
material respects as of such earlier date).
	 
	 	       (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.
	 
	 	       (c) Net Available Cash. The Borrower shall certify in the Notice of
Borrowing in the manner set forth therein that after giving effect to
each borrowing, the aggregate Net Cash Amount will not exceed
$200,000,000.
	 
	 	       (d) Covenant Compliance after Borrowings. To the extent that the
aggregate amounts of Loans borrowed or to be borrowed on any date either
(i) exceeds $100,000,000 or (ii) when aggregated with other borrowings of
less than $100,000,000 within the 14-day period immediately prior to such
date, would exceed $100,000,000, the Borrower shall deliver a certificate
duly executed by a Responsible Officer of the Borrower certifying that,
based on review of all relevant financial information then available,
including, but not limited to, projections, anticipated cash
requirements, anticipated additional borrowings and repayments,
anticipated Investments and returns and repayments relating to
Investments, anticipated proceeds from asset Dispositions and other
assumptions reasonably believed by it to be reasonable, the Borrower
reasonably believes that, as of the date of each borrowing and after
giving effect to all requested borrowings, it will be in compliance with
the covenants set forth in Section 7.1(a) at the end of the current
fiscal quarter, provided, that any borrowing necessary to consummate any
reinvestments within such 14-day period as contemplated in Reinvestment
Notices shall not be applied against such $100,000,000 limitation to the
extent that the proceeds of such Disposition were applied to reduce the
Revolving Loans.
	 
	 	       (e) Other Documents. In the case of any extension of credit made on
an Increased Facility Closing Date, the Administrative Agents shall have
received such documents and information as they may reasonably request.



Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in Sections
5.2(a), (b), (c) and (d) have been satisfied.




SECTION 6. AFFIRMATIVE COVENANTS




               So long as the Revolving Commitments remain in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any Lender
or any Agent hereunder, each of








 



54




Holdings (solely for purposes of Sections
6.2(f) and 6.11), the CCO Parent (but only after the Guarantee and Pledge Date)
and the Borrower shall, and shall cause each Subsidiary of the Borrower to:




               6.1. Financial Statements. Furnish to the Funding Agent (with sufficient
copies for each Lender):





		
	 	       (a) as soon as available, but in any event within 90 days after the
end of each fiscal year of the Borrower, (i) a copy of the audited
consolidated balance sheet of the Borrower and its consolidated
subsidiaries (including both the Subsidiaries and Non-Recourse
Subsidiaries) as at the end of such year and the related audited
consolidated statements of income and of cash flows for such year,
setting forth in each case in comparative form the figures for the
previous year, reported on without a “going concern” or like
qualification or exception, or qualification arising out of the scope of
the audit, by KPMG or other independent certified public accountants of
nationally recognized standing, (ii) a consolidating schedule, included
as an exhibit to the consolidated financial statements discussed in
clause 6.1(a)(i) above and referenced in the report of KPMG or such other
independent certified public accountants of nationally recognized
standing, such schedule to provide a balance sheet and income statement
for each of the years presented and to reflect the combination of (A) the
Borrower (excluding the effects of the Non-Recourse Subsidiaries) and the
Subsidiaries (the “Borrower Group”), (B) the Non-Recourse Subsidiaries
(presented on a consolidated basis), and (C) any consolidation
adjustments, and (iii) a copy of the special purpose statements of the
Borrower Group, including the audited special purpose balance sheets as
at the end of such year and the related audited special purpose
statements of income and of cash flows for such year, setting forth in
each case in comparative form the figures for the previous year, reported
in an audit report on the special purpose statements without a “going
concern” or like qualification or exception, or qualification arising out
of the scope of the audit, by KPMG or other independent certified public
accountants of nationally recognized standing; and
	 
	 	       (b) as soon as available, but in any event not later than 45 days
after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited special purpose balance sheets of the
Borrower Group as at the end of such quarter and the related unaudited
special purpose statements of income and of cash flows for such quarter
and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the
previous year, certified by a Responsible Officer as being fairly stated
in all material respects (subject to normal year-end audit adjustments).



All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (i) except as approved by such accountants or officer, as the case may
be, and disclosed therein, and (ii) except that the special purpose statements
of the Borrower Group described in clauses 6.1(a)(iii) and 6.1(b) above will
not include the balance sheet and financial results of the Non-Recourse
Subsidiaries.




               6.2. Certificates; Other Information. Furnish to the Funding Agent (with
sufficient copies for each Lender) (or (i) in the case of clause (e) below, to
the Administrative Agents and (ii) in the case of clause (f) below, to the
relevant Lender):





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








 



55







		
	 	       (b) concurrently with the delivery of any financial statements
pursuant to Section 6.1, (i) a certificate of a Responsible Officer
stating that, to the best of each such Responsible Officer’s knowledge,
each Loan Party during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in
this Agreement and the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer
has obtained no knowledge of any Default or Event of Default except as
specified in such certificate and (ii) a Compliance Certificate
containing all information and calculations necessary for determining
compliance by the CCO Parent, the Borrower and its Subsidiaries with the
provisions of this Agreement referred to therein as of the last day of
the fiscal quarter or fiscal year of the Borrower, as the case may be;
	 
	 	       (c) as soon as available, and in any event no later than 45 days
after the end of each fiscal year of the Borrower, a budget for the
following fiscal year (which shall include projected Consolidated
Operating Cash Flow and budgeted capital expenditures), and, as soon as
available, material revisions, if any, of such budget with respect to
such fiscal year (collectively, the “Budget”), which Budget shall in each
case be accompanied by a certificate of a Responsible Officer stating
that such Budget is based on reasonable estimates, information and
assumptions and that such Responsible Officer has no reason to believe
that such Budget is incorrect or misleading in any material respect;
	 
	 	       (d) within five days after the same are sent, copies of all
financial statements and reports (including reports on Form 10-K, 10-Q or
8-K) that Holdings, the CCO Parent or the Borrower sends to the holders
of any class of its debt securities or public equity securities and,
within five days after the same are filed, copies of all financial
statements and reports that any Designated Holding Company or the
Borrower may make to, or file with, the SEC; provided, the provisions
hereof shall be deemed satisfied if such statements or reports are
otherwise publicly available;
	 
	 	       (e) no later than three Business Days prior to consummating any
transaction described in Section 7.2(f), 7.2(g), 7.2(h), 7.5(e), 7.5(f),
7.5(g), 7.6(b), 7.7(f), 7.7(g), 7.7(h), 7.8(a)(ii) or (with respect to
payment of deferred management fees) 7.8(c), a certificate of a
Responsible Officer providing a reasonable description of such
transaction and demonstrating in reasonable detail (i) that both before
and after giving effect to such transaction, no Default or Event of
Default shall be in effect (including, on a pro forma basis, pursuant to
Section 7.1) and (ii) compliance with any other financial tests referred
to in the relevant Section, provided that, in the case of Investments,
Dispositions, prepayment of the Specified Subordinated Debt or the
payment of deferred management fees, the requirement to deliver such
certificate shall not apply to (x) any Investment, Disposition or
prepayment pursuant to which the Consideration or prepayment paid is less
than $25,000,000, or (y) any such payment of deferred management fees in
an amount less than $5,000,000;
	 
	 	       (f) until the Guarantee and Pledge Date shall have occurred,
Holdings shall deliver a certificate executed by a Responsible Officer to
the Funding Agent setting forth a written calculation of the Leverage
Condition with respect to the CCO Parent becoming a Guarantor (and a
Grantor under the Guarantee and Collateral Agreement), on each date (each
such date, a “Calculation Date”) that, (i) Holdings files financial
statements (or any amendments thereto or restatements thereof) with the
SEC, (ii) Holdings or any of its Restricted Subsidiaries (as defined in
the Senior Note Indenture) otherwise performs such calculation in
connection with any contemplated action, transaction or incurrence of
obligations that would be permitted only upon satisfaction of the
Leverage Condition, or (iii) Holdings has reason to believe, in its sole
but reasonable judgment, that the Guarantee and Pledge Date as
contemplated under clause (b) of the 








 



56





		
	 	definition of “Guarantee and Pledge
Date” has occurred (it being understood that, the Guarantee and Pledge
Date shall occur on a Calculation Date); and
	 
	 	       (g) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.




               6.3. Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the CCO Parent, the Borrower or its Subsidiaries, as the case may
be.




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




               6.5. Maintenance of Property; Insurance. (a) Keep all material property
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain with financially sound and
reputable insurance companies insurance on all its material property in at
least such amounts and against at least such risks (but including in any event
public liability, product liability and business interruption) as are usually
insured against in the same general geographic area by companies engaged in the
same or a similar business.




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




               6.7. Notices. Promptly give notice to the Funding Agent and each Lender
of:





		
	 	       (a) the occurrence of any Default or Event of Default;
	 
	 	       (b) any (i) default or event of default under any Contractual
Obligation of the CCO Parent, the Borrower or any of its Subsidiaries or
(ii) litigation, investigation or proceeding that may exist at any time
between the CCO Parent, the Borrower or any of its Subsidiaries and any
Governmental Authority, that, in either case, could reasonably be
expected to have a Material Adverse Effect;
	 
	 	       (c) any litigation or proceeding commenced against the CCO Parent,
the Borrower or any of its Subsidiaries which could reasonably be
expected to result in a liability of $25,000,000 








 



57





		
	 	or more to the extent
not covered by insurance or which could reasonably be expected to have a
Material Adverse Effect;
	 
	 	       (d) the following events, as soon as possible and in any event
within 30 days after any Loan Party knows or has reason to know thereof:
(i) the occurrence of any Reportable Event with respect to any Plan, a
failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the
termination, Reorganization or Insolvency of, any Multiemployer Plan,
(ii) the institution of proceedings or the taking of any other action by
the PBGC or any Loan Party or any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from, or the
termination, Reorganization or Insolvency of, any Plan or (iii) within
five Business Days after the receipt thereof by any Loan Party or any
Commonly Controlled Entity, a copy of any notice from the PBGC stating
its intention to terminate a Plan or to have a trustee appointed to
administer any Plan;
	 
	 	       (e) any determination by the Borrower to treat the Loans and/or
Letters of Credit as being a “reportable transaction” (within the meaning
of Treasury Regulation Section 1.6011-4), and promptly thereafter, the
Borrower shall deliver a duly completed copy of IRS Form 8886 or any
successor form to the Funding Agent; and
	 
	 	       (f) any other development or event that has had or could reasonably
be expected to have a Material Adverse Effect.



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




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




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




               6.9. Interest Rate Protection. At all times cause at least 50% of the
aggregate outstanding principal amount of Designated Holding Company Debt
(including Indebtedness of the CCO Parent), Specified Long-Term Indebtedness
and Term Loans to be subject to a fixed rate, whether directly or pursuant to
Hedge Agreements having terms and conditions reasonably satisfactory to the
Administrative Agents.




               6.10. Additional Collateral. With respect to any new Subsidiary (other
than a Shell Subsidiary so long as it qualifies as such) created or acquired by
the Borrower or any of its Subsidiaries (which shall be deemed to have occurred
in the event that (x) any Non-Recourse Subsidiary or Qualified LaGrange Entity
ceases to qualify as such, and (y) any Subsidiary (including any Excluded
Acquired Subsidiary) and its Subsidiaries previously prohibited from, or unable
to become, a Subsidiary Guarantor pursuant to the terms of any Qualified
Indebtedness of any Qualified Parent Company described in clause (a)(ii) of the
definition thereof outstanding on the Second Restatement Effective Date or
Indebtedness of any such Subsidiary shall be permitted or able to become a
Subsidiary Guarantor or such Indebtedness









 



58




shall no longer be outstanding, it
being understood that such Subsidiaries will not be required to become
Subsidiary Guarantors until such time), promptly (a) execute and deliver to the
Funding Agent such amendments to the Guarantee and Collateral Agreement as the
Funding Agent deems necessary or advisable to grant to the Funding Agent, for
the benefit of the Lenders, a perfected first priority security interest in the
Equity Interests and all other property of the type that would constitute
Collateral of such new Subsidiary that are held by the CCO Parent (on or after
the Guarantee and Pledge Date), the Borrower or any of its Subsidiaries, which
in the case of Intercompany Obligations constituting Indebtedness owed to it,
shall be evidenced by an Intercompany Note and in the case of Equity Interests
of any Foreign Subsidiary, limited to 66% of the total outstanding Equity
Interests of such Foreign Subsidiary, (b) deliver to the Funding Agent the
certificates, if any, representing such Equity Interests, and any intercompany
notes or other instruments evidencing Intercompany Obligations and all other
rights and interests constituting Collateral, together with, as applicable,
undated stock powers, instruments of transfer and endorsements, in blank,
executed and delivered by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be (which in the case of any such certificates,
notes or instruments held by the CCO Parent, will not be required to be
delivered until after the Guarantee and Pledge Date) and (c) except in the case
of a Foreign Subsidiary, an Excluded Acquired Subsidiary (until it ceases to
qualify as such) or a Qualified LaGrange Entity (until it ceases to qualify as
such), cause such new Subsidiary (i) to become a party to the Guarantee and
Collateral Agreement and (ii) to take such actions necessary or advisable to
grant to the Funding Agent for the benefit of the Lenders a perfected first
priority security interest in the Collateral described in the Guarantee and
Collateral Agreement with respect to such new Subsidiary, including the filing
of Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Funding Agent.




               6.11. Organizational Separateness. Except as required or otherwise
permitted in this Agreement, in the case of each Designated Holding Company,
each Non-Recourse Subsidiary and the Borrower and its Subsidiaries, (a) satisfy
customary formalities with respect to organizational separateness, including,
without limitation, (i) the maintenance of separate books and records and (ii)
the maintenance of separate bank accounts in its own name; (b) act solely in
their own names or the names of their managers and through authorized officers
and agents; (c) in the case of the Borrower or any of its Subsidiaries, not
make or agree to make any payment to a creditor of any Designated Holding
Company or any Non-Recourse Subsidiary in its capacity as such; (d) not
commingle any money or other assets of any Designated Holding Company or any
Non-Recourse Subsidiary with any money or other assets of the Borrower or any
of its Subsidiaries; and (e) not take any action, or conduct its affairs in a
manner, which could reasonably be expected to result in the separate
organizational existence of each Designated Holding Company or each
Non-Recourse Subsidiary from the Borrower and its Subsidiaries being ignored
under any circumstance. Holdings agrees to cause each other Designated Holding
Company, and the Borrower agrees to cause each Non-Recourse Subsidiary, to
comply with the applicable provisions of this Section 6.11.




               6.12. Reinvestment of Net Cash Proceeds.
At all times, maintain a combination of cash (excluding the aggregate
amount of cash deposited as collateral for letters of credit or otherwise
reserved for payment in respect thereof) and Cash Equivalents of the Borrower
and its Subsidiaries, taken as a whole, and Available Revolving Commitments in
an aggregate amount equal to or greater than the aggregate Reinvestment
Deferred Amounts.




               6.13. CCO Parent Pledge. Upon the occurrence of the Guarantee and Pledge Date,
the CCO Parent shall, within five (5) Business Days after the Guarantee and
Pledge Date, (a) deliver to the Funding Agent a duly authorized and executed
Assumption Agreement, together with such other documents and instruments as the
Funding Agent reasonably deems necessary or advisable to grant to the Funding
Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Equity








 



59




Interests owned or held by it (including, without
limitation, the Equity Interests of the Borrower, but excluding any Equity
Interests constituting the Vulcan Non-CCO Collateral), and all other property
of the type that would constitute Collateral (on or after the Guarantee and
Pledge Date), which in the case of Intercompany Obligations constituting
Indebtedness owed to it, shall be evidenced by a promissory note and in the
case of Equity Interests of any Foreign Subsidiary, limited to 66% of the total
outstanding Equity Interests of such Foreign Subsidiary, (b) deliver to the
Funding Agent the certificates, if any, representing such Equity Interests, and
any Intercompany Notes, together with, as applicable, undated stock powers,
instruments of transfer and endorsements, in blank, executed and delivered by a
duly authorized officer of the CCO Parent, (c) deliver an officer’s certificate
including incumbency signatures for all officers the CCO Parent authorized to
execute any of the agreements, documents and instruments described in clause
(a) above and attaching certified copies of the certificate of formation, LLC
Agreement and member resolutions (or other authorizing action), (d) file
Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Funding Agent, (e) cause an opinion of counsel (from Irell &
Manella LLP or such other counsel reasonably satisfactory to the Funding Agent)
to be delivered as to the CCO Parent’s due execution, authorization and
delivery of the Assumption Agreement, the enforceability thereof on the CCO
Parent and the creation and perfection of security interests pursuant to the
Assumption Agreement and the Guarantee and Collateral Agreement, in form and
substance reasonably satisfactory to the Funding Agent, and (f) take such other
actions reasonably necessary or advisable to grant to the Funding Agent for the
benefit of the Lenders a perfected first priority security interest in the
assets that become part of the Collateral described in the Guarantee and
Collateral Agreement by virtue of execution and delivery of the Assumption
Agreement. The Funding Agent shall deliver the LLC Arrangement Notice in
accordance with the provisions of the LLC Agreement.




SECTION 7. NEGATIVE COVENANTS




               So long as the Revolving Commitments remain in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any Lender
or any Agent hereunder, Holdings (solely with respect to Section 7.19), the CCO
Parent (but only after the Guarantee and Pledge Date and only with respect to
Sections 7.2, 7.3, 7.4, 7.10, 7.12, 7.15, 7.16 and 7.18) and the Borrower shall
not, and shall not permit any Subsidiary of the Borrower to, directly or
indirectly:




               7.1. Financial Condition Covenants.




               (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio
determined as of the last day of any fiscal quarter of the Borrower ending
during any period set forth below to exceed the ratio set forth below opposite
such period:




	 	 	 	 	 
	Period	 	Consolidated Leverage Ratio
	
	 	

	01/01/03 - 06/30/03
	 	4.25 to 1.0
	07/01/03 and thereafter
	 	4.00 to 1.0




               (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio determined as of the last day of any fiscal quarter
ending during any period set forth below to be less than the ratio set forth
below opposite such period:




	 	 	 	 	 
	Period	 	Consolidated Interest Coverage Ratio
	
	 	

	Through 03/31/05
	 	1.75 to 1.0
	04/01/05 and thereafter
	 	2.00 to 1.0








 



60



               (c) Consolidated Debt Service Coverage Ratio. Permit the Consolidated
Debt Service Coverage Ratio determined as of the last day of any fiscal quarter
to be less than 1.25 to 1.0.




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





		
	 	       (a) Indebtedness of any Loan Party pursuant to any Loan Document;
	 
	 	       (b) (i) Indebtedness of the Borrower to any Subsidiary and of any
Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary
and (ii) Indebtedness incurred by Renaissance Media Group LLC and its
Subsidiaries resulting from Investments made pursuant to Section 7.7(h)
in the form of intercompany loans so long as such Indebtedness is
evidenced by a note that has been pledged and delivered to the Funding
Agent pursuant to the Guarantee and Collateral Agreement;
	 
	 	       (c) Guarantee Obligations incurred in the ordinary course of
business by the Borrower or any of its Subsidiaries of obligations of any
Wholly Owned Subsidiary Guarantor;
	 
	 	       (d) the Helicon Preferred Stock;
	 
	 	       (e) Indebtedness of the Borrower and its Subsidiaries (including,
without limitation, Capital Lease Obligations) secured by Liens permitted
by Section 7.3(f) in an aggregate principal amount not to exceed
$250,000,000 at any one time outstanding;
	 
	 	       (f) Indebtedness of the Borrower (but not any Subsidiary of the
Borrower) incurred on any Threshold Transaction Date so long as (i) no
Default or Event of Default shall have occurred and be continuing or
would result therefrom, (ii) such Indebtedness shall have no scheduled
amortization prior to the date that is one year after the final maturity
of the Term Loans outstanding on the date such Indebtedness is incurred
and (iii) the covenants and default provisions applicable to such
Indebtedness shall be no more restrictive than those contained in this
Agreement, provided that the requirement that such Indebtedness be
incurred on a Threshold Transaction Date shall not apply in the case of
any refinancing of Indebtedness previously incurred pursuant to this
Section 7.2(f) so long as the interest rate and cash-pay
characteristics applicable to such refinancing Indebtedness are no more onerous than
those applicable to such refinanced Indebtedness;
	 
	 	       (g) Indebtedness of any Person that becomes a Subsidiary pursuant to
an Investment permitted by Section 7.7 (other than as set forth in
Section 7.2(h)), so long as (i) no Default or Event of Default shall
have occurred and be continuing or would result therefrom, (ii) such
Indebtedness existed at the time of such Investment and was not created
in anticipation thereof, (iii) the Borrower shall use its best efforts to
cause such Indebtedness to be repaid no later than 120 days after the
date of such Investment, (iv) if such Indebtedness is not repaid within
such period then, until such Indebtedness is repaid, the operating cash
flow of the relevant Subsidiary shall be excluded for the purposes of
calculating Consolidated Operating Cash Flow (whether or not distributed
to the Borrower or any of its other Subsidiaries) and (v) the aggregate
outstanding principal amount of Indebtedness incurred pursuant to this
paragraph shall not exceed $250,000,000;








 



61







		
	 	       (h) Indebtedness of Renaissance Media Group LLC and its Subsidiaries
outstanding on the First Restatement Effective Date, so long as (i) no
principal shall be payable in respect of such Indebtedness until April
2008, (ii) no cash interest shall be payable in respect of such
Indebtedness until October 2003 and (iii) the aggregate outstanding
principal amount of Indebtedness incurred pursuant to this paragraph
shall not exceed $113,989,240 plus any amounts that accrete in respect
thereof after March 31, 2003 at a per annum rate of 10.0%;
	 
	 	       (i) letters of credit for the account of the Borrower or any of its
Subsidiaries obtained other than pursuant to this Agreement, so long as
the aggregate undrawn face amount thereof, together with any unreimbursed
reimbursement obligations in respect thereof, does not exceed $35,000,000
at any one time;
	 
	 	       (j) (i) Indebtedness of the CCO Parent under the Vulcan Facility,
and (ii) upon the occurrence of the Guarantee and Pledge Date and after
the CCO Parent shall have complied with the provisions of Section 6.13,
unsecured Indebtedness of the CCO Parent maturing no earlier than 6
months after the final maturity of the Term Loans;
	 
	 	       (k) Indebtedness incurred pursuant to the LaGrange Documents or any
other sale and leaseback transaction permitted by Section 7.10; and
	 
	 	       (l) additional Indebtedness of the Borrower or any of its
Subsidiaries in an aggregate principal amount (for the Borrower and all
Subsidiaries) not to exceed $50,000,000 at any one time outstanding.




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





		
	 	       (a) Liens for taxes, assessments and other governmental charges not
yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are
maintained on the books of the CCO Parent, the Borrower or its
Subsidiaries, as the case may be, in conformity with GAAP;
	 
	 	       (b) carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of
business that are not overdue for a period of more than 30 days or that
are being contested in good faith by appropriate proceedings;
	 
	 	       (c) pledges or deposits in connection with workers’ compensation,
unemployment insurance and other social security legislation;
	 
	 	       (d) deposits made to secure the performance of bids, tenders, trade
contracts, leases, statutory or regulatory obligations, surety and appeal
bonds, bankers acceptances, government contracts, performance bonds and
other obligations of a like nature incurred in the ordinary course of
business, in each case excluding obligations for borrowed money;
	 
	 	       (e) easements, rights-of-way, municipal and zoning ordinances, title
defects, restrictions and other similar encumbrances incurred in the
ordinary course of business that, in the aggregate, are not substantial
in amount and that do not in any case materially detract from the value
of the property subject thereto or materially interfere with the ordinary
conduct of the business of the CCO Parent, the Borrower or any of its
Subsidiaries;








 



62







		
	 	       (f) Liens securing (i) Indebtedness of the Borrower or any of its
Subsidiaries incurred pursuant to Section 7.2(e) to finance the
acquisition of fixed or capital assets, provided that (A) such Liens
shall be created substantially simultaneously with the acquisition of
such fixed or capital assets, (B) such Liens do not at any time encumber
any property other than the property financed by such Indebtedness and
(C) the amount of Indebtedness secured thereby is not increased, or (ii)
Indebtedness of any Excluded Acquired Subsidiary permitted under Section
7.2(g) so long as such Liens do not at any time encumber any property
other than the property of Excluded Acquired Subsidiaries;
	 
	 	       (g) Liens created pursuant to the Guarantee and Collateral Agreement
securing obligations of the Loan Parties under (i) the Loan Documents,
(ii) Hedge Agreements provided by any Lender or any Affiliate of any
Lender and (iii) letters of credit issued pursuant to Section 7.2(i) by
any Lender or any Affiliate of any Lender;
	 
	 	       (h) any landlord’s Lien or other interest or title of a lessor under
any lease or a licensor under a license entered into by the Borrower or
any of its Subsidiaries in the ordinary course of its business and
covering only the assets so leased or licensed;
	 
	 	       (i) (A) Liens on the Vulcan Non-CCO Collateral, and (B) upon the
occurrence of the Guarantee and Pledge Date and for so long as the Vulcan
Intercreditor Agreement shall be in full force and effect, on and after
the first Business Day following the date that the CCO Parent shall have
complied with the provisions of Section 6.13, the other Vulcan Facility
Liens;
	 
	 	       (j) Liens created under Pole Agreements on cables and other property
affixed to transmission poles or contained in underground conduits;
	 
	 	       (k) Liens of or restrictions on the transfer of assets imposed by
any Governmental Authority or other franchising authority, utilities or
other regulatory bodies or any federal, state or local statute,
regulation or ordinance, in each case arising in the ordinary course of
business in connection with franchise agreements or Pole Agreements;
	 
	 	       (l) Liens arising from judgments or decrees not constituting an
Event of Default under Section 8(j);
	 
	 	       (m) Liens arising under or in connection with the LaGrange Documents
or any other sale and leaseback transaction permitted by Section 7.10;
and
	 
	 	       (n) Liens of the Borrower and its Subsidiaries not otherwise
permitted by this Section so long as neither (i) the aggregate
outstanding principal amount of the obligations secured thereby nor (ii)
the aggregate fair market value (determined as of the date such Lien is
incurred) of the assets subject thereto exceeds $20,000,000 at any one
time.




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





		
	 	       (a) any Subsidiary of the Borrower may be merged or consolidated
with or into any Wholly Owned Subsidiary Guarantor (provided that the
Wholly Owned Subsidiary Guarantor shall be the continuing or surviving
entity);








 



63







		
	 	       (b) any Subsidiary of the Borrower that is a holding company with no
operations may be merged or consolidated with or into the Borrower
(provided that the Borrower shall be the continuing or surviving entity);
	 
	 	       (c) any Subsidiary of the Borrower may Dispose of any or all of its
assets (upon voluntary liquidation or otherwise) to any Wholly Owned
Subsidiary Guarantor;
	 
	 	       (d) any Shell Subsidiary may be dissolved; and
	 
	 	       (e) so long as no Default or Event of Default has occurred or is
continuing or would result therefrom, the CCO Parent may be merged or
consolidated with any Affiliate of Paul G. Allen (provided that either
(i) the CCO Parent is the continuing or surviving entity or (ii) if the
CCO Parent is not the continuing or surviving entity, such continuing or
surviving entity assumes the obligations of the CCO Parent under the Loan
Documents to which it is a party pursuant to an instrument in form and
substance reasonably satisfactory to the Administrative Agents and, in
connection therewith, the Administrative Agents shall receive such legal
opinions, certificates and other documents as they may reasonably
request).




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





		
	 	       (a) the Disposition of obsolete or worn out property in the ordinary
course of business;
	 
	 	       (b) the sale of inventory in the ordinary course of business;
	 
	 	       (c) Dispositions expressly permitted by Section 7.4;
	 
	 	       (d) the sale or issuance of any Subsidiary’s Equity Interests to the
Borrower or any Wholly Owned Subsidiary Guarantor;
	 
	 	       (e) the Disposition (directly or indirectly through the Disposition
of 100% of the Equity Interests of a Subsidiary) of operating assets by
the Borrower or any of its Subsidiaries (it being understood that all
Exchange Excess Amounts shall be deemed to constitute usage of
availability in respect of Dispositions pursuant to this Section 7.5(e)),
provided that (i) on the date of such Disposition (the “Disposition
Date”), no Default or Event of Default shall have occurred and be
continuing or would result therefrom; (ii) in any fiscal year, the
Annualized Asset Cash Flow Amount attributable to the assets being
disposed of, when added to the Annualized Asset Cash Flow Amount
attributable to all other assets previously disposed of pursuant to this
Section 7.5(e) in such fiscal year, shall not exceed an amount equal to
20% of Annualized Operating Cash Flow for the last fiscal quarter of the
immediately preceding fiscal year; (iii) the Annualized Asset Cash Flow
Amount attributable to the assets being disposed of, when added to the
Annualized Asset Cash Flow Amount attributable to all other assets
previously disposed of pursuant to this Section 7.5(e) during the period
from the First Restatement Effective Date to such Disposition Date, shall
not exceed an amount equal to 40% of Annualized Pro Forma Operating Cash
Flow determined as of such Disposition Date; (iv) except in the case of
any Exchange, at least 75% of the proceeds of such Disposition shall be
in the form of cash; and (v) the Net Cash Proceeds of such Disposition
shall be applied to prepay the Term Loans to the extent required by
Section 2.9(a);
	 
	 	       (f) any Exchange by the Borrower and its Subsidiaries; provided that
(i) on the date of such Exchange, no Default or Event of Default shall
have occurred and be continuing or would 








 



64





		
	 	result therefrom; (ii) in the
event that the Annualized Asset Cash Flow Amount attributable to the
assets being Exchanged exceeds the annualized asset cash flow amount
(determined in a manner comparable to the manner in which Annualized
Asset Cash Flow Amounts are determined hereunder) of the assets received
in connection with such Exchange (such excess amount, an “Exchange Excess
Amount”), then, the Disposition of such Exchange Excess Amount shall be
permitted by clauses (ii) and (iii) of Section 7.5(e); and (iii) the Net
Cash Proceeds of such Exchange, if any, shall be applied to prepay the
Term Loans to the extent required by Section 2.9(a);
	 
	 	       (g) Dispositions by the Borrower and its Subsidiaries of property
acquired after the First Restatement Effective Date (other than property
acquired in connection with Exchanges of property owned on the First
Restatement Effective Date), so long as (1) no Default or Event of
Default shall have occurred and be continuing or would result therefrom,
(2) a definitive agreement to consummate such Disposition is executed no
later than twelve months after the date on which relevant property is
acquired and (3) such Disposition is consummated within eighteen months
after the date on which the relevant property is acquired; and
	 
	 	       (h) the Disposition by the Borrower and its Subsidiaries of other
property having a fair market value not to exceed $5,000,000 in the
aggregate for any fiscal year of the Borrower.




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





		
	 	       (a) any Subsidiary may make Restricted Payments to the Borrower or
any Wholly Owned Subsidiary Guarantor and any Excluded Acquired
Subsidiary may make Restricted Payments to any other Excluded Acquired
Subsidiary, the Borrower or any Subsidiary Guarantor;
	 
	 	       (b) the Borrower may make distributions (directly or indirectly) to
any Qualified Parent Company or any Affiliate of the Borrower for the
purpose of enabling such Person to make scheduled interest payments in
respect of its Qualified Indebtedness, provided that (i) no Default or
Event of Default shall have occurred and be continuing or would result
therefrom, (ii) each such distribution shall be made on a Threshold
Transaction Date (except in the case of any distribution made for the
purpose of paying interest on (x) Qualified Indebtedness to the extent
that the Net Cash Proceeds thereof were contributed to the Borrower as a
capital contribution, (y) Qualified Indebtedness incurred to refinance
such Qualified Indebtedness or (z) the Senior Notes or any Indebtedness
incurred to refinance the Senior Notes) (it being understood that, in the
event that any Qualified Indebtedness is used for any of the purposes
described in clause (x), (y) or (z) of the preceding parenthetical and
for other purposes, the portion used for such purposes described in such
clause will be entitled to the exclusion created by the preceding
parenthetical) and (iii) each such distribution shall be made no earlier
than three (3) Business Days prior to the date the relevant interest
payment is due;
	 
	 	       (c) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Borrower may make distributions
to any Qualified Parent Company or direct payments to be used to
repurchase, redeem or otherwise acquire or retire for value any Equity
Interests of any Qualified Parent Company held by any member of
management of Holdings, the 








 



65





		
	 	CCO Parent or any other Qualified Parent
Company, the Borrower or any of its Subsidiaries pursuant to any
management equity subscription agreement or stock option agreement,
provided that the aggregate amount of such distributions shall not exceed
$10,000,000 in any fiscal year of the Borrower;
	 
	 	       (d) the Borrower may make distributions to any Qualified Parent
Company to permit such Qualified Parent Company to pay (i) attorneys’
fees, investment banking fees, accountants’ fees, underwriting discounts
and commissions and other customary fees and expenses actually incurred
for the purpose of any issuance, sale or incurrence by such Qualified
Parent Company of Equity Interests or Indebtedness (including in
connection with an exchange of securities or a tender for outstanding
debt securities) to the extent that such Qualified Parent Company does
not have a combination of Unrestricted Cash and the cash proceeds of such
issuance, sale or incurrence sufficient to pay such amounts, provided,
that such amounts shall be allocated in an appropriate manner (determined
after consultation with the Administrative Agents) among the Borrower and
the Silo Holding Companies and any Restricted Payments permitted under
this Section 7.6(d) shall be limited to the Borrower and its
Subsidiaries’ allocable portion thereof, (ii) the costs and expenses of
any offer to exchange privately placed securities in respect of the
foregoing for publicly registered securities or any similar concept
having a comparable purpose, or (iii) other administrative expenses
(including legal, accounting, other professional fees and costs, printing
and other such fees and expenses) incurred in the ordinary course of
business, in an aggregate amount in the case of this clause (iii) not to
exceed $2,000,000 in any fiscal year;
	 
	 	       (e) in respect of any calendar year or portion thereof during which
the Borrower is a Flow-Through Entity, so long as no Default or Event of
Default has occurred and is continuing or would result therefrom, the
Borrower may make distributions (directly or indirectly) to the direct or
indirect holders of the Equity Interests of the Borrower that are not
Flow-Through Entities, in an amount sufficient to permit each such holder
to pay the actual income taxes (including required estimated tax
installments) that are required to be paid by it with respect to the
combined taxable income of the Qualified Parent Companies, the Borrower, its
Subsidiaries and any Non-Recourse Subsidiaries in any calendar year, as
estimated by the Borrower in good faith, provided, that such amounts
shall be allocated in an appropriate manner (determined after
consultation with the Administrative Agents) among the Borrower and the
Silo Holding Companies and any Restricted Payments permitted under this
Section 7.6(e) shall be limited to the taxes properly allocable to
Borrower and its Subsidiaries;
	 
	 	       (f) Helicon may make the Restricted Payments consisting of
distributions or dividends on or redemptions of the Helicon Preferred
Stock; and
	 
	 	       (g) The Borrower may make Restricted Payments in the amount of any
payment or amount received, directly or indirectly, by it from any
Specified Non-Recourse Subsidiary.




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





		
	 	       (a) extensions of trade credit in the ordinary course of business;
	 
	 	       (b) investments in Cash Equivalents;
	 
	 	       (c) Guarantee Obligations permitted by Section 7.2;








 



66







		
	 	       (d) loans and advances to employees of the Borrower or any of its
Subsidiaries in the ordinary course of business (including for travel,
entertainment and relocation expenses) in an aggregate amount not to
exceed $5,000,000 at any one time outstanding;
	 
	 	       (e) Investments (including capital expenditures) by the Borrower or
any of its Subsidiaries in (i) the Borrower or any Subsidiary that, prior
to such Investment, is a Wholly Owned Subsidiary Guarantor, or (ii) any
then existing Subsidiary that is not a Subsidiary Guarantor if, as a
result of such Investment, such Subsidiary becomes a Wholly Owned
Subsidiary Guarantor concurrently therewith;
	 
	 	       (f) acquisitions by the Borrower or any Wholly Owned Subsidiary
Guarantor of operating assets (substantially all of which consist of
cable systems), directly through an asset acquisition or indirectly
through the acquisition of 100% of the Equity Interests of a Person
substantially all of whose assets consist of cable systems, provided,
that (i) no Default or Event of Default shall have occurred and be
continuing or would result therefrom and (ii) the aggregate Consideration
(excluding Consideration paid with the proceeds of Paul Allen
Contributions and Consideration consisting of operating assets
transferred in connection with Exchanges) paid in connection with such
acquisitions, other than acquisitions consummated on a Threshold
Transaction Date, shall not exceed $750,000,000 during the term of this
Agreement;
	 
	 	       (g) the Borrower or any of its Subsidiaries may contribute cable
systems to any Non-Recourse Subsidiary (other than a Specified
Non-Recourse Subsidiary) so long as (i) such Disposition is permitted
pursuant to Section 7.5(e), (ii) no Default or Event of Default shall
have occurred and be continuing or would result therefrom, (iii) after
giving effect thereto, the Consolidated Leverage Ratio shall be equal to
or lower than the Consolidated Leverage Ratio in
effect immediately prior thereto and (iv) the Equity Interests
received by the Borrower or any of its Subsidiaries in connection
therewith shall be pledged as Collateral (either directly or through a
holding company parent of such Non-Recourse Subsidiary so long as such
parent is a Wholly Owned Subsidiary Guarantor);
	 
	 	       (h) in addition to Investments otherwise expressly permitted by this
Section, Investments by the Borrower or any of its Subsidiaries in an
aggregate amount not to exceed $300,000,000 outstanding at any time
(initially valued at cost and giving effect to all payments received in
respect thereof whether constituting dividends, prepayment, interest,
return on capital or principal or otherwise); provided, that (i) no such
Investment may be made at any time when Default or Event of Default has
occurred and is continuing or would result therefrom, (ii) such
Investments shall not be used, directly or indirectly, to repurchase or
purchase any Indebtedness of any member of the Charter Group (other than
Indebtedness permitted under Section 7.2(h) and other than making of
loans and advances); and (iii) Investments in or to members of the
Charter Group (other than Subsidiaries of the Borrower and the Specified
Non-Recourse Subsidiaries) shall not exceed in an aggregate amount
$100,000,000 outstanding at any time (initially valued at cost and giving
effect to all payments received in respect thereof whether constituting
dividends, prepayment, interest, return on capital or principal or
otherwise); provided further, that if any such Investments consist of
loans or advances made by any Loan Party (other than Holdings and, prior
to the Guarantee and Pledge Date, the CCO Parent) to a member of the
Charter Group that is not a Loan Party, such loans or advances shall be
evidenced by a promissory note and pledged to the Funding Agent pursuant
to the Guarantee and Collateral Agreement; and
	 
	 	       (i) (i) the Borrower and its Subsidiaries may make Investments in
any Non-Recourse Subsidiary with the proceeds of (x) distributions from
any Specified Non-Recourse Subsidiary or 








 



67



		
	 	(y) capital contributions
received from any Designated Holding Company; and (ii) any Excluded
Acquired Subsidiary may make investments in any other Excluded Acquired
Subsidiary.




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




               7.8. Certain Payments and Modifications Relating to Indebtedness and
Management Fees. (a) Make or offer to make any payment, prepayment,
repurchase, purchase or redemption in respect of, or otherwise optionally or
voluntarily defease or segregate funds with respect to (collectively,
“prepayment”), any Specified Long Term Indebtedness, other than (i) the payment
of scheduled interest payments required to be made in cash, (ii) the prepayment
of Specified Subordinated Debt with the proceeds of other Specified Long-Term
Indebtedness or of Loans, (iii) the prepayment of any Specified Long-Term
Indebtedness with the proceeds of other Specified Long-Term Indebtedness, so
long as such new Indebtedness has terms no less favorable to the interests of
the Borrower and the Lenders than those applicable to the Indebtedness being
refinanced, and (iv) prepayment of Indebtedness permitted under Section 7.2(g)
or 7.2(h).




               (b) Amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to (i) any of the terms of any
Specified Long-Term Indebtedness, other than any such amendment, modification,
waiver or other change that (A) would extend the maturity or reduce the amount
of any payment of principal thereof or reduce the rate or extend any date for
payment of interest thereon or is immaterial to the interests of the Lenders
and (B) does not involve the
payment of a consent fee or (ii) any of the terms of the Vulcan Facility
Documents if the result of such amendment, modification, waiver or other change
would have an adverse effect on the LLC Arrangement or on the Funding Agent’s
rights for the benefit of the Lenders with respect to the LLC Arrangement or on
the Collateral or in the Funding Agent’s rights therein for the benefit of the
Lenders.




               (c) Make or agree to make any payment in respect of management fees to any
Person, directly or indirectly, other than (i) to the Borrower or a Wholly
Owned Subsidiary Guarantor, (ii) so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, to Charter
Investments, Inc. with respect to management fees previously accrued for which
payment was deferred in an amount not to exceed $14,000,000, and (iii) any
amounts required to be paid or reimbursed to the manager under the Management
Fee Agreement with respect to actual costs, fees, expenses, and other similar
amounts thereunder, without any mark-up or premium.




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




               7.9. Transactions with Affiliates. Enter into any transaction, including
any purchase, sale, lease or exchange of property, the rendering of any service
or the payment of any management, advisory or similar fees, with any Affiliate
(other than transactions between or among the CCO Parent, the Borrower or any
Subsidiary Guarantor) unless such transaction is (a) not prohibited under this
Agreement, (b) in the ordinary course of business of the Borrower or such
Subsidiary, as the case may be,









 



68




and (c) upon fair and reasonable terms no less
favorable to the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate. The foregoing restrictions shall not apply to transactions
expressly permitted by Section 7.6, Section 7.7(h) or Section 7.8(c) or amounts
paid under the Management Fee Agreement.




               7.10. Sales and Leasebacks. Enter into any arrangement (other than
pursuant to the LaGrange Documents) with any Person (other than Subsidiaries of
the Borrower) providing for the leasing by the CCO Parent, the Borrower or any
Subsidiary of real or personal property that has been or is to be sold or
transferred by the CCO Parent, the Borrower or such Subsidiary to such Person
or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the CCO
Parent, the Borrower or such Subsidiary unless, after giving effect thereto,
the aggregate outstanding amount of Attributable Debt does not exceed
$125,000,000.




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




               7.12. Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that
prohibits or limits the ability of the CCO Parent, the Borrower or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of
its property or revenues, whether now owned or hereafter acquired, to secure
obligations under Credit Facilities other than (a) this Agreement and the other
Loan Documents, (b) any agreements governing any purchase money Liens or
Capital Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby), (c) pursuant to Contractual Obligations assumed in connection with
Investments (but not in contemplation thereof) so long as the maximum aggregate
liabilities of the CCO Parent, the Borrower and its Subsidiaries pursuant
thereto do not exceed $2,000,000 at any time, (d) any indenture (or similar
agreement) and any other document or instrument governing Indebtedness of the
CCO Parent permitted hereby or a Qualified Parent Company so long as such
restrictions are no more onerous than those contained in the Senior Note
Indenture (other than restrictions based on satisfying a leverage ratio
condition), (e) the prohibitions and limitations on the LaGrange Entities
pursuant to the LaGrange Documents, (f) pursuant to agreements governing
Indebtedness assumed in connection with the acquisition of any Person that
becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such
Indebtedness is permitted under Section 7.2(g) or (l) and such Indebtedness was
not created or incurred in contemplation of such acquisition and such
restrictions apply only to such acquired Subsidiary and its Subsidiaries, (g)
as contained in the documents governing Indebtedness permitted under Section
7.2(h) as in effect on the Second Restatement Effective Date, (h) customary
provisions in leases and licenses entered into in the ordinary course of
business consistent with past practices and as required in any franchise
permit, (i) customary restrictions in an agreement to Dispose of assets in a
transaction permitted under Section 7.5 solely to the extent that such
restriction applies solely to the assets to be so Disposed, and (j) the Vulcan
Facility Documents solely with respect to the Vulcan Non-CCO Collateral.




               7.13. Clauses Restricting Subsidiary Distributions. Enter into or suffer
to exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Equity Interests of such Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b)
make loans or advances to, or other Investments in, the Borrower or any other
Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or
any other Subsidiary of the Borrower, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
Disposition of all or substantially all of the Equity Interests or assets of
such Subsidiary in a transaction otherwise permitted by this Agreement, (iii)
any restrictions








 



69




referred to in clauses (a), (b) and (c) above contained in the
Senior Note Indenture or in any other document governing the issuance of notes
or other securities in a private placement or a registered securities offering
so long as such restrictions, are no more onerous than those contained in the
Senior Note Indenture (other than restrictions based on satisfying a leverage
ratio condition or equity proceeds and capital contributions baskets), (iv) the
encumbrances and restrictions on the LaGrange Entities pursuant to the LaGrange
Documents, (v) any restrictions contained in documents governing Indebtedness
permitted under Section 7.2(f), 7.2(j)(ii) or 7.2(l) so long as such
restrictions are no more onerous than those contained in the Loan Documents,
(vi) any restrictions contained in the Vulcan Facility Documents other than as
relating to Restricted Payments, which shall be no more onerous than those
contained in the Loan Documents, (vii) any restrictions contained in agreements
governing Indebtedness assumed in connection with the acquisition of any Person
that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such
Indebtedness is permitted under Section 7.2(g) or (l) and such Indebtedness was
not created or incurred in contemplation of such acquisition and such
restrictions apply only to such acquired Subsidiary and its Subsidiaries,
(viii) restrictions contained in the documents governing Indebtedness permitted
under Section 7.2(h) as in effect on the Second Restatement Effective Date,
(ix) customary restrictions in an agreement to Dispose of assets in a
transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to
the assets to be so Disposed, (x) customary anti-assignment provisions in
leases and licenses entered into in the ordinary course of business consistent
with past practices and as required in any franchise permit, and (xi)
restrictions governing Indebtedness permitted under Section 7.2(e) to the
extent prohibiting transfers of the assets financed with such Indebtedness.




               7.14. Lines of Business; Holding Company Status. (a) Enter into any
business, either directly or through any Subsidiary, except for (i) those
businesses in which the Borrower and its Subsidiaries are significantly engaged
on the First Restatement Effective Date and (ii) businesses which are
reasonably similar or related thereto or reasonable extensions thereof but not,
in the case of this clause (ii), in the aggregate, material to the overall
business of the Borrower and its Subsidiaries (collectively, “Permitted Lines
of Business”), provided, that, in any event, the Borrower and its Subsidiaries
will continue to be primarily engaged in the businesses in which they are
primarily engaged on the First Restatement Effective Date.




               (b) In the case of the Borrower, (i) conduct, transact or otherwise engage
in, or commit to conduct, transact or otherwise engage in, any business or
operations other than those incidental to its ownership of the Equity Interests
of other Persons or (ii) own, lease, manage or otherwise operate any properties
or assets other than Equity Interests of other Persons.




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




               7.16. CCO Parent. In the case of the CCO Parent, (i) conduct, transact or
otherwise engage in, commit to conduct, transact or otherwise engage in, or
hold itself out as conducting transacting or otherwise engaging in, any
business or operations other than (A) those incidental to its ownership of the
Equity Interests of the Borrower and the Vulcan Non-CCO Collateral and (B) such
transactions as it is not prohibited from entering into under Section 7 (or
would not cause a Specified Default Trigger), (ii) own, lease, manage or
otherwise operate any properties or assets other than Equity Interests of the
Borrower, the Vulcan Non-CCO Collateral, Intercompany Notes, Indebtedness owing
by any Person and the Equity Interests of any other Person acquired by it in a
transaction that is not prohibited by this Agreement, (iii) incur any
obligations (including Indebtedness) or liabilities other than obligations
under the Loan Documents, Indebtedness under Section 7.2(j) and other customary
obligations incidental to its









 



70




existence and ownership of the Vulcan Non-CCO
Collateral and liabilities and obligations related to the purchase or ownership
of Indebtedness that it is not prohibited from purchasing or owning pursuant to
any Loan Document, (iv) Dispose of the Equity Interests of the Borrower, or (v)
use any proceeds or amounts received from the Borrower or any of its
Subsidiaries (other than with the proceeds or amounts paid to the Borrower and
its Subsidiaries by any Specified Non-Recourse Subsidiary) for purposes of
enabling it to effect any transaction prohibited under Section 7.7(h)(ii).




               7.17. Specified Non-Recourse Subsidiaries. Permit any Silo Holding
Company or any Person or Persons described in clause (c) of the definition of
“Specified Non-Recourse Subsidiary” related to such Silo Holding Company (such
Silo Holding Company and all such other Persons, taken as a whole, a “Silo”) to
use, directly or indirectly, any portion of the proceeds from the Disposition
of all or substantially all of the assets (including, without limitation,
Equity Interests) of any Silo to repurchase or purchase any Indebtedness of any
member of the Charter Group other than Indebtedness of the Borrower and its
Subsidiaries under the Facility if an Event of Default under Section 8(a), 8(g)
or 8(h) shall have occurred and be continuing.




               7.18. Limited Liability Company Agreements. (i) At any time when the LLC
Arrangement is in effect, amend the LLC Agreement to impair, reduce or
otherwise modify the rights of the Funding Agent under the LLC Agreement or
otherwise take any other actions that will have such effect, or (ii) amend or
permit any Subsidiary of the Borrower to amend, its limited liability company
agreement or operating agreement causing any Equity Interests in the Borrower
or such Subsidiary to constitute a security under Section 8-103 of the Uniform
Commercial Code in the State of New York or the corresponding code or statute
of any other applicable jurisdiction.




               7.19. Transactions Prior to Guarantee and Pledge Date. Prior to the
occurrence of the Guarantee and Pledge Date and the CCO Parent having complied
with the provisions of Section 6.13, take any action, engage in any transaction
or incur any obligation or permit any Restricted Subsidiary (as defined in the
Senior Note Indenture) of Holdings to take any action, engage in any
transaction or incur any obligation that Holdings or any of its Restricted
Subsidiaries could not take, engage in or incur without having satisfied the
Leverage Condition.




SECTION 8. EVENTS OF DEFAULT




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





		
	 	       (a) the Borrower shall fail to pay any principal of any Loan or
Reimbursement Obligation when due in accordance with the terms hereof; or
the Borrower shall fail to pay any interest on any Loan or Reimbursement
Obligation, or any other amount payable hereunder or under any other Loan
Document, within five days after any such interest or other amount
becomes due in accordance with the terms hereof; or
	 
	 	       (b) any representation or warranty made or deemed made by Holdings
(solely to the extent it expressly makes representations and warranties
in Section 4), the CCO Parent, the Borrower and any of its Subsidiaries
herein or in any other Loan Document or that is contained in any
certificate, document or financial or other statement furnished by it at
any time under or in connection with this Agreement or any such other
Loan Document shall prove to have been inaccurate in any material respect
on or as of the date made or deemed made; or
	 
	 	       (c) Holdings (solely to the extent it expressly agrees to be bound
by any covenants in Section 6 or Section 7), the CCO Parent, the Borrower
and any of its Subsidiaries shall default in the observance or
performance of any agreement contained in clause (i) or (ii) of Section
6.4(a) 








 



71





		
	 	(with respect to the CCO Parent and the Borrower only), Section
6.7(a), Section 6.13 or Section 7 of this Agreement or Sections 6.4 and
6.6(b) of the Guarantee and Collateral Agreement; or
	 
	 	       (d) Holdings (solely to the extent it expressly agrees to be bound
by any covenants in Section 6), the CCO Parent, the Borrower and any of
its Subsidiaries shall default in the observance or performance of any
other agreement contained in this Agreement or any other Loan Document
(other than as provided in paragraphs (a) through (c) of this Section),
and such
default shall continue unremedied for a period of 30 days after
notice to the Borrower from the Funding Agent or the Required Lenders; or





		
	 	       (e) Holdings, the CCO Parent, the Borrower or any of its
Subsidiaries shall (i) default in making any payment of any principal of
any Indebtedness (including, without duplication, any Guarantee
Obligation in respect of Indebtedness, but excluding the Loans) on the
scheduled or original due date with respect thereto; or (ii) have any
Prepayment Obligation with respect to any Indebtedness of such Person; or
(iii) default in making any payment of any interest on any such
Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or
(iv) default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such
holder or beneficiary) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or (in the
case of any such Indebtedness constituting a Guarantee Obligation) to
become payable; provided, that, a default, event or condition described
in clause (i), (ii), (iii) or (iv) of this paragraph (e) shall not at any
time constitute an Event of Default unless, at such time, one or more
defaults, events or conditions of the type described in clauses (i),
(ii), (iii) or (iv) of this paragraph (e) shall have occurred and be
continuing with respect to such Indebtedness the outstanding aggregate
principal amount of which exceeds $50,000,000; or
	 
	 	       (f) with respect to any Intermediate Holding Company, (i) a default,
event or condition of the type described in Section 8(e) shall occur and
be continuing with respect to any Indebtedness (including, without
duplication, any Guarantee Obligation in respect of Indebtedness, but
excluding the Loans) that is Marketable Indebtedness or Charter Group
Indebtedness and the outstanding aggregate principal amount of which
exceeds $50,000,000; (ii) a default, event or condition of the type
described in clause (i), (ii) or (iii) of Section 8(e) shall occur and be
continuing with respect to any Indebtedness (including, without
duplication, any Guarantee Obligation in respect of Indebtedness, but
excluding the Loans) that is not Marketable Indebtedness or Charter Group
Indebtedness and the outstanding aggregate principal amount of which
exceeds $50,000,000; or (iii) a default, event or condition of the type
described in clause (iv) of Section 8(e) shall occur or exist with
respect to any Indebtedness that is not Marketable Indebtedness or
Charter Group Indebtedness (including, without duplication, any Guarantee
Obligation in respect of Indebtedness, but excluding the Loans) the
aggregate outstanding principal amount of which exceeds $200,000,000; or
	 
	 	       (g) (i) Holdings, the CCO Parent, the Borrower or any of its
Subsidiaries shall commence any case, proceeding or other action (A)
under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it,
or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts,
or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all 








 



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	 	or any substantial part of
their assets or Holdings, the CCO Parent, the Borrower or any of its
Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against Holdings, the CCO
Parent, the Borrower or any of its Subsidiaries any case, proceeding or
other action of a nature referred to in clause (i) above that (A) results
in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a
period of 60 days; or (iii) there shall be commenced against Holdings,
the CCO Parent, the Borrower or any of its Subsidiaries any case,
proceeding or other
action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its
assets that results in the entry of an order for any such relief that
shall not have been vacated, discharged, or stayed or bonded pending
appeal within 60 days from the entry thereof; or (iv) Holdings, the CCO
Parent, the Borrower or any of its Subsidiaries shall take any action in
furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
above; or (v) Holdings, the CCO Parent, the Borrower or any of its
Subsidiaries shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due; or
	 
	 	       (h) (i) any Intermediate Holding Company shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for
all or any substantial part of their assets or any Intermediate Holding
Company shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against any Intermediate Holding Company
any case, proceeding or other action of a nature referred to in clause
(i) above that (A) results in the entry of an order for relief or any
such adjudication or appointment or (B) remains undismissed, undischarged
or unbonded for a period of 60 days; or (iii) there shall be commenced
against any Intermediate Holding Company any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of its assets that
results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) any Intermediate Holding Company
shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) any Intermediate Holding Company shall
generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or
	 
	 	       (i) (i) any “accumulated funding deficiency” (as defined in Section
302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets
of any Loan Party or any Commonly Controlled Entity, (ii) a Reportable
Event shall occur with respect to, or proceedings shall commence to have
a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iii) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA or
(iv) any Loan Party or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any
liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan; and in each case in clauses (i)
through (iv) above, such event or condition, together with all other such
events or conditions, if any, could, in the sole judgment of the Required
Lenders, reasonably be expected to have a Material Adverse Effect; or








 



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	 	       (j) one or more judgments or decrees shall be entered against the
CCO Parent, the Borrower or any of its Subsidiaries involving in the
aggregate a liability (to the extent not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged
coverage) of $25,000,000 or more, and all such judgments or decrees shall
not have been vacated, discharged, stayed or bonded pending appeal within
30 days from the entry thereof; or
	 
	 	       (k) the Guarantee and Collateral Agreement shall cease, for any
reason (other than the gross negligence or willful misconduct of the
Funding Agent), to be in full force and effect, or any Loan Party or any
Affiliate of any Loan Party shall so assert, or any Lien created by the
Guarantee and Collateral Agreement shall cease to be enforceable and of
the same effect and priority purported to be created thereby; or
	 
	 	       (l) (i) the Paul Allen Group shall cease to have the power,
directly or indirectly, to vote or direct the voting of Equity Interests
having at least 51% (determined on a fully diluted basis) of the ordinary
voting power for the management of the Borrower; (ii) the Paul Allen
Group shall cease to own of record and beneficially, directly or
indirectly, Equity Interests of the Borrower representing at least 25%
(determined on a fully diluted basis) of the economic interests therein;
(iii) a Specified Change of Control shall occur; (iv) the Borrower shall
cease to be a direct Wholly Owned Subsidiary of the CCO Parent; or (v)
Specified Non-Recourse Holdco shall cease to be a direct Wholly Owned
Subsidiary of the Borrower; or
	 
	 	       (m) the Borrower or any of its Subsidiaries shall have received a
notice of termination or suspension with respect to any of its CATV
Franchises or CATV Systems from the FCC or any Governmental Authority or
other franchising authority or the Borrower or any of its Subsidiaries or
the grantors of any CATV Franchises or CATV Systems shall fail to renew
such CATV Franchises or CATV Systems at the stated expiration thereof if
the percentage represented by such CATV Franchises or CATV Systems and
any other CATV Franchises or CATV Systems which are then so terminated,
suspended or not renewed of Consolidated Operating Cash Flow for the
12-month period preceding the date of the termination, suspension or
failure to renew, as the case may be, (giving pro forma effect to any
acquisitions or Dispositions that have occurred since the beginning of
such 12-month period as if such acquisitions or Dispositions had occurred
at the beginning of such 12-month period), would exceed 10%, unless (i)
an alternative CATV Franchise or CATV System in form and substance
reasonably satisfactory to the Required Lenders shall have been procured
and come into effect prior to or concurrently with the termination or
expiration date of such terminated, suspended or non-renewed CATV
Franchise or CATV System or (ii) the Borrower or such Subsidiary
continues to operate and retain the revenues received from such systems
after the stated termination or expiration and is engaged in negotiations
to renew or extend such franchise rights and obtains such renewal or
extension within one year following the stated termination or expiration,
provided that such negotiations have not been terminated by either party
thereto, such franchise rights or the equivalent thereof have not been
awarded on an exclusive basis to a third Person and no final
determination (within the meaning of Section 635 of the Communications
Act of 1934, as amended) has been made that the Borrower or such
Subsidiary is not entitled to the renewal or extension thereof; or
	 
	 	       (n) the Borrower shall default in the observance or performance of
the provisions Section 6.12, and such default shall continue unremedied
for a period of 30 days after the occurrence of such default; or
	 
	 	       (o) the LLC Arrangement shall cease, for any reason (other than the
gross negligence or willful misconduct of the Funding Agent), to be in
full force and effect prior to the termination of such LLC Arrangement as
provided in the LLC Agreement, or the Borrower or any Affiliate of 








 



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	 	the
Borrower shall so assert, or any member of the Charter Group shall
contest the validity of the LLC Arrangement; or
	 
	 	       (p) at any time prior to the CCO Parent having taken the actions
contemplated by Section 6.13 and the Assumption Agreement becoming
effective, a Specified Default Trigger shall occur or exist;



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




SECTION 9. THE AGENTS




               9.1. Appointment and Authorization of Agents. (a) Each Lender hereby
irrevocably appoints, designates and authorizes each Agent to take such action
on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere herein or in
any other Loan Document, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, nor shall any Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent. Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to any Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency









 



75




doctrine of any
applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.




               (b) The Issuing Lender shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the Issuing Lender shall have all of the benefits and immunities (i) provided
to the Agents in this Section 9 with respect to any acts taken or
omissions suffered by the Issuing Lender in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as fully
as if the term “Agent” as used in this Section 9 and in the definition of
“Agent Related Person” included the Issuing Lender with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the Issuing
Lender.




               (c) The Funding Agent shall also act as the “collateral agent” under the
Loan Documents, and each of the Lenders (in its capacities as a Lender,
Swingline Lender (if applicable) and Issuing Lender (if applicable)) hereby
irrevocably appoints and authorizes the Funding Agent to act as the agent of
such Lender for purposes of acquiring, holding and enforcing any and all Liens
on Collateral granted by any of the Loan Parties to secure any of the
Obligations, together with such powers and discretion as are reasonably
incidental thereto. In this connection, the Funding Agent, as “collateral
agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the
Funding Agent pursuant to Section 9.2 for purposes of holding or enforcing any
Lien on the Collateral (or any portion thereof) granted under the Guarantee and
Collateral Agreement, or for exercising any rights and remedies thereunder at
the direction of the Funding Agent), shall be entitled to the benefits of all
provisions of this Section 9 (including, without limitation, Section 9.7, as
though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.




               9.2. Delegation of Duties. Any Agent may execute any of its duties under
this Agreement or any other Loan Document (including for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the
Guarantee and Collateral Agreement or of exercising any rights and remedies
thereunder at the direction of the Funding Agent) by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
No Agent shall be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.




               9.3. Liability of Agents. No Agent-Related Person shall (a) be liable for
any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document or the transactions contemplated
hereby (except for its own gross negligence or willful misconduct in connection
with its duties expressly set forth herein), or (b) be responsible in any
manner to any Lender or participant for any recital, statement, representation
or warranty made by any Loan Party or any officer thereof, contained herein or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by any Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or the perfection or priority of any Lien or security
interest created or purported to be created under the Guarantee and Collateral
Agreement, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender or participant to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the properties, books or records of any Loan Party or any Affiliate
thereof.









 



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               9.4. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement 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 any Loan Party),
independent accountants and other experts selected by such Agent. Each Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Each Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Required Lenders (or
such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders.




               (b) For purposes of determining compliance with the conditions specified
in Section 5.1, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Funding Agent shall have
received notice from such Lender prior to the proposed Second Restatement
Effective Date specifying its objection thereto.




               9.5. Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Funding
Agent for the account of the Lenders, unless such Agent shall have received
written notice from a Lender or the Borrower referring to this Agreement,
describing such Default and stating that such notice is a “notice of default.”
The Funding Agent will notify the Lenders of its receipt of any such notice.
The Funding Agent shall take such action with respect to such Default as may be
reasonably directed by the Required Lenders in accordance with Section 8;
provided, however, that unless and until the Funding Agent has received any
such direction, the Funding Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default as it
shall deem advisable or in the best interest of the Lenders.




               9.6. Credit Decision; Disclosure of Information by Agents. Each Lender
acknowledges that no Agent-Related Person has made any representation or
warranty to it, and that no act by any Agent hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any
Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any
matter, including whether Agent-Related Persons have disclosed material
information in their possession. Each Lender represents to each Agent that it
has, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan
Parties and their respective Subsidiaries, and all applicable bank or other
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrower
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person 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 investigations as
it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by any Agent herein, such Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the








 



77




business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their
respective Affiliates which may come into the possession of any Agent-Related
Person.




               9.7. Indemnification of Agents. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand
each Agent-Related Person (to the extent not reimbursed by or on behalf of any
Loan Party and without limiting the obligation of any Loan Party to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including attorney costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against any such Agent-Related Person in any way relating to or
arising out of or in connection with (a) the execution, delivery, enforcement,
performance or administration of any Loan Document or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, (b) any
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (c) any
actual or alleged presence or release of Materials of Environmental Concern on
or from any property currently or formerly owned or operated by the Borrower,
any Subsidiary or any other Loan Party, or any liability under any
Environmental Law related in any way to the Borrower, any Subsidiary or any
other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, 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 any Agent-Related Person is a party
thereto (all the foregoing, collectively, the “Agent Indemnified Liabilities”)
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related
Person’s own gross negligence or willful misconduct; provided, however, that no
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Liabilities, this Section 9.7 applies whether
any such investigation, litigation or proceeding is brought by any Lender or
any other Person. Without limitation of the foregoing, each Lender shall
reimburse each Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including attorney costs) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that such Agent
is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Loans, the payment
of all other obligations of the Loan Parties hereunder and the resignation of
such Agent.




               9.8. Agents in their Individual Capacities. Each Agent, in its individual
capacity and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire Equity Interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Loan Parties
and their respective Affiliates as though such Agent, in its individual
capacity were not an Agent or the Issuing Lender (if applicable) hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, each Agent, in its individual capacity, or its
Affiliates may receive information regarding any Loan Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Loan Party or such Affiliate) and acknowledge that such Agent
shall be under no obligation to provide such information








 



78




to them. With respect
to its Loans, each Agent, in its individual capacity, shall have the same
rights and powers under this Agreement as any other Lender and may exercise
such rights and powers as though it were not an Agent or the Issuing Lender (if
applicable), and the terms “Lender” and “Lenders” include such Agent in its
individual capacity.




               9.9. Successor Agents. Any Agent may resign as Agent upon 30 days’ notice
to the Lenders; provided that any such resignation by Bank of America, N.A.
shall also constitute its resignation as the Issuing Lender and Swingline
Lender. If any Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall require the consent of the Borrower at all times other
than during the existence of an Event of Default under Section 8(a) or 8(g)
with respect to the Borrower (which consent of the Borrower shall not be
unreasonably withheld or delayed). If no successor agent is appointed prior to
the effective date of the resignation of such Agent, such Agent may appoint,
after consulting with the Lenders and the Borrower, a successor agent from
among the Lenders. Upon the acceptance of its appointment as successor agent
hereunder, the Person acting as such successor agent shall succeed to all the
rights, powers and duties of the retiring Agent, the Issuing Lender and
Swingline Lender and the respective terms “Administrative Agent,” “Funding
Agent,” “Issuing Lender” and “Swingline Lender” shall mean such successor
agent, Letter of Credit issuer and Swingline lender, and the retiring Agent’s
appointment, powers and duties as Agent shall be terminated and the retiring
Issuing Lender’s and Swingline Lender’s rights, powers and duties as such shall
be terminated, without any other or further act or deed on the part of such
retiring Issuing Lender or Swingline Lender or any other Lender, other than the
obligation of the successor Issuing Lender to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring Issuing
Lender to effectively assume the obligations of the retiring Issuing Lender
with respect to such Letters of Credit. After any retiring Agent’s resignation
hereunder as Agent, the provisions of this Section 9 and 10.5 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Agreement. If no successor agent has accepted appointment
as Agent by the date which is 30 days following a retiring Agent’s notice of
resignation, the retiring Agent’s resignation shall nevertheless thereupon
become effective and the retiring Agent shall be discharged from its duties and
obligations under the Loan Documents, and the Lenders shall perform all of the
duties of such Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. In addition, upon the
acceptance of any appointment as Agent hereunder by a successor and upon the
execution and filing or recording of such financing statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Guarantee and
Collateral Agreement, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents. After any retiring Agent’s
resignation hereunder as an Agent, the provisions of this Section 9 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as an Agent.




               9.10. Funding Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, the Funding Agent (irrespective
of whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Funding Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise





		
	 	       (a) to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the








 



79





		
	 	claims of the Lenders and the Agents (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Lenders and the Agents and their respective agents and counsel and all
other amounts due the Lenders and the Agents under Sections 3.3, 2.6 and
10.5) allowed in such judicial proceeding; and
	 
	 	       (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Funding Agent and, in the event that
the Funding Agent shall consent to the making of such payments directly to the
Lenders, to pay to the Funding Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Agents and their
respective agents and counsel, and any other amounts due the Agents under
Sections 2.6 and 10.5.




               Nothing contained herein shall be deemed to authorize the Funding Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the
obligations or the rights of any Lender or to authorize the Funding Agent to
vote in respect of the claim of any Lender in any such proceeding.




               9.11. Collateral, Guaranty and Related Matters. The Lenders irrevocably
authorize the Funding Agent,





		
	 	       (a) to release any Lien on any property granted to or held by the
Funding Agent under any Loan Document (i) upon termination of the
Facility and payment in full of all Obligations (other than contingent
indemnification obligations not yet accrued and payable) and the
expiration or termination of all Letters of Credit, (ii) that is Disposed
or to be Disposed as part of or in connection with any transaction not
prohibited hereunder or under any other Loan Document, or (iii) subject
to Section 10.1, if approved, authorized or ratified in writing by the
Required Lenders;
	 
	 	       (b) to release any Guarantor from its obligations under the
Guarantee and Collateral Agreement if such Person ceases to be a
Subsidiary as a result of a transaction not prohibited hereunder or under
any other Loan Document;
	 
	 	       (c) to deliver the LLC Arrangement Notice under the LLC Agreement;
and
	 
	 	       (d) enter into the Vulcan Intercreditor Agreement.




               Upon request by the Funding Agent at any time, the Required Lenders will
confirm in writing the Funding Agent’s authority to release its interest in
particular types or items of property, or to release any Guarantor from its
obligations under the Guarantee and Collateral Agreement pursuant to this
Section 9.11. In each case as specified in this Section 9.11, the Funding
Agent will, at the Borrower’s expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence
the release of such item of Collateral from the assignment and security
interest granted under the Guarantee and Collateral Agreement, or to release
such Guarantor from its obligations under the Guarantee and Collateral
Agreement, in each case in accordance with the terms of the Loan Documents and
this Section 9.11.




               9.12. Other Agents; Arrangers and Managers. Notwithstanding any provision
to the contrary elsewhere in this Agreement (including the circumstance that
the Administrative Agents shall








 



80




have certain rights regarding notification,
consents and other matters, to the extent expressly provided herein), no Agent
other than the Funding Agent shall have any duties or responsibilities
hereunder or under any other Loan Document, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against any Agent. None of the Lenders or other
Persons identified on the facing page or signature pages of this Agreement as a
“book manager,” “lead manager,” “bookrunner,” “arranger,” “lead arranger” or
“co-arranger” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such
Lenders, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders, the Agents or other Persons so identified shall
have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on any of the
Lenders, the Agents or other Persons so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.




SECTION 10. MISCELLANEOUS




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









 



81




any
voting required by this Section 10.1, all members of a particular Specified
Intracreditor Group shall vote as a single unit.




               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), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three (3) Business Days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of Holdings, the CCO
Parent, the Borrower, the Administrative Agents and the Funding Agent, and as
set forth in an administrative questionnaire delivered to the Funding Agent in
the case of the Lenders, or to such other address as may be hereafter notified
by the respective parties hereto:




	 	 	 
	Any Loan Party:	 	
c/o Charter Communications Holdings, LLC

12405 Powerscourt Drive

St. Louis, Missouri 63131

Attention: Eloise E. Schmitz

Telecopy: (314) 965-6492

Telephone: (314) 543-2474
	 	 	 
	The Administrative Agents:	 	
Bank of America, N.A.

335 Madison Avenue

New York, New York 10017

Attention: Fred Zagar

Telecopy: (212) 503-7080

Telephone: (212) 503-8242
	 	 	 
	 	 	
with a copy to:

Bank of America, N.A.

901 Main Street

Dallas, Texas 75202-3714

Attention: Renita Cummings

Telecopy: (214) 290-8371

Telephone: (214) 209-4130
	 	 	 
	 	 	
JPMorgan Chase Bank

111 Fannin Street, 10th Floor

Houston, Texas 77002

Attention: Veronica Nixon

Telecopy: (713) 750-2358

Telephone: (713) 750-7933
	 	 	 
	The Funding Agent:	 	
Bank of America, N.A.

901 Main Street

Dallas, Texas 75202-3714

Attention: Charlotte Conn

901 Main Street

Telecopy: (214) 290-9653

Telephone: (214) 209-1225
	 	 	 
	 	 	
with a copy to:

Bank of America, N.A.

901 Main Street









 



82



	 	 	 
	 	 	
Dallas, Texas 75202-3714

Attention: Renita Cummings

Telecopy: (214) 290-8371

Telephone: (214) 209-4130



provided that any notice, request or demand to or upon the Funding Agent, the
Administrative Agents or the Lenders shall not be effective until received.




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




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




               10.5. Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse each 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
Funding Agent and the Administrative Agents 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
Funding Agent and reasonably acceptable to the Administrative Agent that is not
acting as Funding Agent (or, in the event that such Administrative Agent
determines in good faith that issues apply to it that are not applicable to the
Funding Agent or, with respect to an issue as to which another counsel is
proposed to be engaged, that its interests are different from those of the
Funding Agent, one additional firm of counsel selected by such Administrative
Agent), together with any special or local counsel, to the Funding Agent and
the Administrative Agents 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 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) to pay or reimburse all
reasonable fees and expenses of the Financial Advisor, jointly and severally
with any other members of the Charter Group agreeing to pay or reimburse such
fees and expenses, provided, that the amounts payable under this clause (d)
shall be subject to the limitation with respect to the engagement of the
Financial Advisor as agreed prior to the Second Restatement Effective Date or
as otherwise agreed hereafter in writing from time to time by the Borrower or
CCI, (e) 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 (including, without limitation,
through an extension of the engagement of the Financial Advisor) accruing from
and









 



83




after the occurrence of such Event of Default, (f) to pay, indemnify, and
hold each Lender, each Agent, their affiliates and their respective officers,
directors, trustees, employees, agents and controlling persons (each, an
“Indemnitee”) harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of Holdings, the CCO Parent, the Borrower any of its
Subsidiaries or any of the Properties and the reasonable fees and expenses of
legal counsel in connection with claims, actions or proceedings by any
Indemnitee against any Loan Party under any Loan Document, and (g) 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 (e) above, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation
or proceeding, and regardless of whether such claim, investigation, litigation
or proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnitee, whether or not any Indemnitee is a party thereto
and whether or not the Second Restatement Effective Date has occurred) and the
reasonable fees and expenses of legal counsel in connection with any such
claim, litigation, investigation or proceeding (all the foregoing in clauses
(f) and (g), 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 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 Agents. 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) This
Agreement shall be binding upon and inure to the benefit of Holdings, the CCO
Parent, the Borrower, the Lenders, the Agents, all future holders of the Loans
and their respective successors and assigns, except that none of Holdings, the
CCO Parent or the Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.




               (b) Any Lender may, without the consent of the Borrower or the Funding
Agent, in accordance with applicable law, at any time sell to one or more
banks, financial institutions or other entities (each, a “Participant”)
participating interests in any Loan owing to such Lender, any Commitment of
such Lender or any other interest of such Lender hereunder and under the other
Loan Documents. In the event of any such sale by a Lender of a participating
interest to a Participant, such Lender’s obligations under this Agreement to
the other parties to this Agreement shall remain unchanged, such Lender shall
remain solely responsible for the performance thereof, such Lender shall remain
the holder of any such Loan for all purposes under this Agreement and the other
Loan Documents, and the Borrower and the Agents shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and the other Loan Documents. In no event
shall any Participant under any such participation have any right to approve
any amendment or waiver of any








 



84




provision of any Loan Document, or any consent
to any departure by any Loan Party therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the
Loans or any fees payable hereunder, or postpone the date of the final maturity
of the Loans, in each case to the extent subject to such participation. The
Borrower agrees that if amounts outstanding under this Agreement and the Loans
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall, to
the maximum extent permitted by applicable law, be deemed to have the right of
setoff in respect of its participating interest in amounts owing under this
Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to
have agreed to share with the Lenders the proceeds thereof as provided in
Section 10.7(a) as fully as if it were a Lender hereunder. The Borrower also
agrees that each Participant shall be entitled to the benefits of Sections
2.16, 2.17 and 2.18 with respect to its participation in the Revolving
Commitments and the Loans outstanding from time to time as if it was a Lender;
provided that, in the case of Section 2.17, such Participant shall have
complied with the requirements of said Section and provided, further, that no
Participant shall be entitled to receive any greater amount pursuant to any
such Section than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.




               (c) Any Lender (an “Assignor”) may, in accordance with applicable law, at
any time and from time to time assign to any Lender, any affiliate of any
Lender or any Approved Fund or, with the consent of the Borrower and the
Funding Agent (which, in each case, shall not be unreasonably withheld or
delayed), to an additional bank, financial institution or other entity (an
“Assignee”) all or any part of its rights and obligations under this Agreement
pursuant to an Assignment and Acceptance, executed by such Assignee, such
Assignor and any other Person whose consent is required pursuant to this
paragraph, and
delivered to the Funding Agent for its acceptance and recording in the
Register; provided, that in any event the consent of the Borrower and the
Funding Agent (which, in each case, shall not be unreasonably withheld or
delayed) shall be required in the case of any assignment of a Revolving
Commitment to an Assignee that is not already a Revolving Lender; provided
further, that, except in the case of an assignment of all of a Lender’s
interests under this Agreement, no such assignment to an Assignee (other than
any Lender, any affiliate of any Lender or any Approved Fund, each an
“Intracreditor Assignee”; any Lender and its Approved Funds utilizing this
exception after the First Restatement Effective Date with respect to an
Approved Fund being collectively referred to (unless otherwise agreed by the
Borrower and the Funding Agent) as a “Specified Intracreditor Group”) shall (i)
be in an aggregate principal amount of less than (x) $5,000,000, in the case of
the Revolving Facility and the Tranche A Term Facility or (y) $1,000,000, in
the case of the Tranche B Term Facility and the Incremental Term Facility or
(ii) cause the Assignor to have Aggregate Exposure of less than (x) $3,000,000,
in the case of the Revolving Facility and the Tranche A Term Facility or (y)
$1,000,000, in the case of the Tranche B Term Facility and the Incremental Term
Facility, in the case of either clause (i) or (ii), unless otherwise agreed by
the Borrower and the Funding Agent; provided further that, except in the case
of an assignment of all of a Lender’s interests under this Agreement, no such
assignment to an Intracreditor Assignee shall (i) be in an aggregate principal
amount of less than (x) $1,000,000, in the case of the Revolving Facility, and
(y) $250,000, in the case of any other Facility, or (ii) cause the Assignor to
have Aggregate Exposure of less than (x) $1,000,000, in the case of the
Revolving Facility, and (y) $250,000, in the case of any other Facility, in
each case unless otherwise agreed by the Borrower and the Funding Agent. For
purposes of clauses (i) and (ii) of the preceding sentence, the amounts
described therein shall be aggregated in respect of each Lender and its related
Approved Funds, if any. Any such assignment need not be ratable as among the
Facilities. Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and









 



85


obligations of a Lender
hereunder with a Commitment and/or Loans as set forth therein, and (y) the
Assignor thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of an Assignor’s rights and
obligations under this Agreement, such Assignor shall cease to be a party
hereto). Notwithstanding any provision of this Section 10.6, the consent of
the Borrower shall not be required for any assignment that occurs when an Event
of Default pursuant to Section 8(a) or 8(g) shall have occurred and be
continuing. On the effective date of any Assignment and Acceptance, the
Funding Agent shall give notice of the terms thereof to the Administrative
Agent that is not serving as Funding Agent.



               (d) The Funding Agent shall, on behalf of the Borrower, maintain at its
address referred to in Section 10.2 a copy of each Assignment and Acceptance
delivered to it and a register (the “Register”) for the recordation of the
names and addresses of the Lenders and the Commitment of, and the principal
amount of the Loans owing to, each Lender from time to time. The entries in
the Register shall be conclusive, in the absence of manifest error, and the
Borrower, each other Loan Party, the Agents and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of the Loans and any
Notes evidencing the Loans recorded therein for all purposes of this Agreement.
Any assignment of any Loan, whether or not evidenced by a Note, shall be
effective only upon appropriate entries with respect thereto being made in the
Register (and each Note shall expressly so provide). Any assignment or
transfer of all or part of a Loan evidenced by a Note shall be registered on
the Register only upon surrender for registration of assignment or transfer of
the Note evidencing such Loan, accompanied by a duly executed Assignment and
Acceptance, and thereupon one or more new Notes shall be issued to the
designated Assignee. The Funding Agent will promptly send a copy of the
Register to the Borrower upon request.



               (e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor, an Assignee and any other Person whose consent is required by Section
10.6(c), together with payment to the
Funding Agent of a registration and processing fee of $3,500 (with only
one such fee being payable in connection with simultaneous assignments to or by
two or more related Approved Funds), the Funding Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) record the information contained
therein in the Register on the effective date determined pursuant thereto.




               (f) For avoidance of doubt, the parties to this Agreement acknowledge that
the provisions of this Section 10.6 concerning assignments relate only to
absolute assignments and that such provisions do not prohibit assignments
creating security interests, including any pledge or assignment by a Lender of
any Loan to any Federal Reserve Bank in accordance with applicable law.




               10.7. Adjustments; Set-off. (a) Except to the extent that this Agreement
expressly provides for payments to be allocated to a particular Lender or to
the Lenders under a particular Facility, if any Lender (a “Benefitted Lender”)
shall receive any payment of all or part of the amounts owing to it hereunder,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(g), 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.









 



86





               (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 CCO Parent or the
Borrower, any such notice being expressly waived by the CCO Parent and the
Borrower to the extent permitted by applicable law, upon any amount becoming
due and payable by the CCO Parent or the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or
the account of the CCO Parent or the Borrower, as the case may be. Each Lender
agrees promptly to notify the Borrower and the Funding 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 Agents.




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




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




               10.11. Governing Law. This Agreement and the rights and obligations of
the parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.




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





		
	 	       (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States for the
Southern District of New York, and appellate courts from any thereof;
	 
	 	       (b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;









 



87







		
	 	       (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to
Holdings, the CCO Parent or the Borrower, as the case may be at its
address set forth in Section 10.2 or at such other address of which the
Funding Agent shall have been notified pursuant thereto;
	 
	 	       (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and
	 
	 	       (e) waives, to the maximum extent not prohibited by law, any right
it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, exemplary, punitive or
consequential damages.




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





		
	 	       (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;
	 
	 	       (b) neither any Agent nor any Lender has any fiduciary relationship
with or duty to Holdings, the CCO Parent or the Borrower arising out of
or in connection with this Agreement or any of the other Loan Documents,
and the relationship between the Agents and Lenders, on one hand, and
Holdings, the CCO Parent and the Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor;
and
	 
	 	       (c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Agents and the Lenders or among Holdings, the CCO
Parent, the Borrower and the Agents and the Lenders.




               10.14. Confidentiality. Each Agent and each Lender agrees to keep confidential
all non-public information provided to it by any Loan Party pursuant to this
Agreement that is designated by such Loan Party as confidential; provided that
nothing herein shall prevent any Agent or any Lender from disclosing any such
information (a) to any Agent, any Lender or any affiliate of any Lender or any
Approved Fund (each, a “Lender Party”), (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, or
(j) to any direct or indirect contractual counterparty in swap agreements or
such 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 10.14).
Notwithstanding anything herein to the contrary, confidential information shall
not include, and each Lender Party may disclose without limitation of any kind,
any information with respect to the “tax treatment” and “tax structure” (in
each case, within the meaning of Treasury Regulation Section 1.6011-4) of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to such Lender Party relating
to such tax treatment and tax structure; provided, that with respect to any
document or similar item that in either case contains information concerning
the tax treatment or tax structure of the








 



88




transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








 



 





               10.15. Waivers of Jury Trial. Holdings, the CCO Parent, 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.




               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 HOLDINGS, LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ ELOISE E. SCHMITZ
	 	 	 	 	

	 	 	 	 	Name: Eloise E. Schmitz

Title: Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	CHARTER COMMUNICATIONS OPERATING, LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ ELOISE E. SCHMITZ
	 	 	 	 	

	 	 	 	 	Name: Eloise E. Schmitz

Title: Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Funding Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ F.A. ZAGAR
	 	 	 	 	

	 	 	 	 	Name: F.A. Zagar

Title: Managing Director
	 	 	 	 	 
	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as an Administrative Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ F.A. ZAGAR
	 	 	 	 	

	 	 	 	 	Name: F.A. Zagar

Title: Managing Director
	 	 	 	 	 








 



 



	 	 	 	 	 
	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, as an Administrative Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ EDMOND DEFOREST
	 	 	 	 	

	 	 	 	 	Name: Edmond DeForest

Title: Vice President
	 	 	 	 	 
	 	 	 	 	 
	 	 	TD SECURITIES (USA) INC., as Syndication Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/ AMY G. JOSEPHSON
	 	 	 	 	

	 	 	 	 	Name: Amy G. Josephson

Title: Managing Director








 



 




Annex A




PRICING GRID




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	Consolidated	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Leverage Ratio	 	Applicable Margin for Eurodollar Loans	 	Applicable Margin for ABR Loans	 	Commitment Fee Rate
	
	 	
	 	
	 	

	 	 	ER/EA	 	RR/RA	 	B	 	EI	 	ER/EA	 	RR/RA	 	B	 	EI	 	 
	


	Greater than 4.50 to 1.0	 	 	2.75	%	 	 	2.75	%	 	 	3.25	%	 	 	3.25	%	 	 	1.75	%	 	 	1.75	%	 	 	2.25	%	 	 	2.25	%	 	 	0.375	%
	

	Greater than 4.00
to 1.0 but less
than or equal to
4.50 to 1.0	 	 	2.50	%	 	 	2.75	%	 	 	3.00	%	 	 	3.00	%	 	 	1.50	%	 	 	1.75	%	 	 	2.00	%	 	 	2.00	%	 	 	0.375	%
	

	Greater than 3.00
to 1.0 but less
than or equal to
4.00 to 1.0	 	 	2.25	%	 	 	2.50	%	 	 	3.00	%	 	 	3.00	%	 	 	1.25	%	 	 	1.50	%	 	 	2.00	%	 	 	2.00	%	 	 	0.375	%
	


	Greater than 2.50
to 1.0 but less
than or equal to
3.00 to 1.0	 	 	2.125	%	 	 	2.25	%	 	 	3.00	%	 	 	3.00	%	 	 	1.125	%	 	 	1.25	%	 	 	2.00	%	 	 	2.00	%	 	 	0.375	%
	


	Less than or equal
to 2.50 to 1.0	 	 	2.00	%	 	 	2.00	%	 	 	3.00	%	 	 	3.00	%	 	 	1.00	%	 	 	1.00	%	 	 	2.00	%	 	 	2.00	%	 	 	0.250	%
	






               As used above, (a) “ER/EA” refers to Existing Revolving Loans and Existing
Tranche A Term Loans, (b) “RR/RA” refers to Restatement Revolving Loans,
Swingline Loans and Restatement Tranche A Term Loans, (c) “B” refers to Tranche
B Term Loans and (d) “EI” refers to Existing Incremental Term Loans.




               Each of the Applicable Margins referred to in the Pricing Grid (but not
the Commitment Fee Rate) will be reduced by 0.25% per annum if the Consolidated
Interest Coverage Ratio (determined from time to time as provided in the next
paragraph) is greater than or equal to 2.15 to 1.0.




               Changes in the Applicable Margin or in the Commitment Fee Rate resulting
from changes in the Consolidated Leverage Ratio and the Consolidated Interest
Coverage Ratio shall become effective on the date on which financial statements
are delivered to the Lenders pursuant to Section 6.1 (but in any event not
later than the 45th day after the end of each of the first three quarterly
periods of each fiscal year or the 90th day after the end of each fiscal year,
as the case may be) and shall remain in effect until the next change to be
effected pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the highest rates referred to in the
Pricing Grid shall be applicable. In addition, the highest








 



2




rates referred to in the Pricing Grid shall be applicable at all times
while an Event of Default shall have occurred and be continuing. Each
determination of the Consolidated Leverage Ratio and the Consolidated Interest
Coverage Ratio pursuant to the Pricing Grid shall be made in the manner
contemplated by Section 7.1.