exhibit 10.1


    Exhibit
      10.1

     

    
      

    

    
      

    

    
 

    
 

    $600,000,000

    


    SENIOR
      BRIDGE LOAN AGREEMENT

    


    CCO
      HOLDINGS, LLC,

    as
      Borrower,

    


    CCO
      HOLDINGS CAPITAL CORP.,

    as
      Guarantor,

    


    J.P.
      MORGAN SECURITIES INC.

    and
      

    CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH,

    as
      Joint
      Lead Arrangers and Joint Bookrunners,

    


    


    JPMORGAN
      CHASE BANK, N.A.,

    as
      Administrative Agent

    


    and

    


    DEUTSCHE
      BANK SECURITIES INC. 

    as
      Documentation Agent

    


    


    Dated
      as
      of October 17, 2005

    

       

      
 

      
        

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      TABLE
        OF CONTENTS


      
        Page



      
        
          	
                  SECTION
                    1.

                	
                  DEFINITIONS

                	
                  1

                
	 	 	 
	
                  1.1.

                	
                  Defined
                    Terms

                	
                  1

                
	
                  1.2.

                	
                  Other
                    Definitional Provisions

                	
                  28

                
	 	 	 
	
                  SECTION
                    2.

                	
                  AMOUNT
                    AND TERMS OF COMMITMENTS

                	
                  28

                
	 	 	 
	
                  2.1.

                	
                  Commitments

                	
                  28

                
	
                  2.2.

                	
                  Procedure
                    for Borrowing

                	
                  29

                
	
                  2.3.

                	
                  Reduction
                    and Termination of Commitments

                	
                  29

                
	
                  2.4.

                	
                  Optional
                    Prepayments

                	
                  29

                
	
                  2.5.

                	
                  Mandatory
                    Prepayments

                	
                  30

                
	
                  2.6.

                	
                  Ticking
                    Fee

                	
                  31

                
	
                  2.7.

                	
                  Interest
                    Rates and Payment Dates

                	
                  31

                
	
                  2.8.

                	
                  Computation
                    of Interest and Fees

                	
                  31

                
	
                  2.9.

                	
                  [Intentionally
                    Omitted]

                	
                  31

                
	
                  2.10.

                	
                  Pro
                    Rata Treatment and Payments

                	
                  31

                
	
                  2.11.

                	
                  Requirements
                    of Law

                	
                  32

                
	
                  2.12.

                	
                  Taxes

                	
                  34

                
	
                  2.13.

                	
                  Indemnity

                	
                  35

                
	
                  2.14.

                	
                  Change
                    of Lending Office

                	
                  36

                
	
                  2.15.

                	
                  Repayment
                    of Loans

                	
                  36

                
	
                  2.16.

                	
                  Replacement
                    of Lenders

                	
                  36

                
	 	 	 
	
                  SECTION
                    3.

                	
                  REPRESENTATIONS
                    AND WARRANTIES OF THE LENDERS

                	
                  36

                
	 	 	 
	
                  SECTION
                    4.

                	
                  REPRESENTATIONS
                    AND WARRANTIES OF THE LOAN PARTIES

                	
                  37

                
	 	 	 
	
                  4.1.

                	
                  Financial
                    Condition

                	
                  37

                
	
                  4.2.

                	
                  No
                    Change

                	
                  37

                
	
                  4.3.

                	
                  Existence;
                    Compliance with Law

                	
                  37

                
	
                  4.4.

                	
                  Power;
                    Authorization; Enforceable Obligations

                	
                  37

                
	
                  4.5.

                	
                  No
                    Legal Bar

                	
                  38

                
	
                  4.6.

                	
                  Litigation

                	
                  38

                
	
                  4.7.

                	
                  No
                    Default

                	
                  38

                
	
                  4.8.

                	
                  Ownership
                    of Property; Liens

                	
                  38

                
	
                  4.9.

                	
                  Intellectual
                    Property

                	
                  38

                
	
                  4.10.

                	
                  Taxes

                	
                  38

                
	
                  4.11.

                	
                  Federal
                    Regulations

                	
                  39

                
	
                  4.12.

                	
                  Labor
                    Matters

                	
                  39

                
	
                  4.13.

                	
                  ERISA

                	
                  39

                
	
                  4.14.

                	
                  Investment
                    Company Act; Other Regulations

                	
                  39

                
	
                  4.15.

                	
                  [Intentionally
                    Omitted]

                	
                  39

                
	
                  4.16.

                	
                  Use
                    of Proceeds

                	
                  39

                
	
                  4.17.

                	
                  Environmental
                    Matters

                	
                  39

                


        

        
          
            
              
                	
                        4.18.

                      	
                        Certain
                          Cable Television Matters

                      	
                        40

                      
	
                        4.19.

                      	
                        Accuracy
                          of Information, Etc.

                      	
                        41

                      


              

            

            
               

              
                
                   

                   

                  
                    
                      -i-

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                     

                  

                

              

               

              
                	
                        4.20.

                      	
                        Solvency

                      	
                        41

                      
	
                        4.21.

                      	
                        Certain
                          Tax Matters

                      	
                        41

                      
	
                        4.22.

                      	
                        No
                          Burdensome Restrictions

                      	
                        41

                      
	
                        4.23.

                      	
                        Refinancings

                      	
                        41

                      
	 	 	 
	
                        SECTION
                          5.

                      	
                        CONDITIONS
                          PRECEDENT

                      	
                        41

                      
	 	 	 
	
                        5.1.

                      	
                        Conditions
                          to Effectiveness

                      	
                        41

                      
	
                        5.2.

                      	
                        Conditions
                          to Each Loan

                      	
                        42

                      
	 	 	 
	
                        SECTION
                          6.

                      	
                        COVENANTS

                      	
                        42

                      
	 	 	 
	
                        6.1.

                      	
                        Payment
                          of Obligations

                      	
                        43

                      
	
                        6.2.

                      	
                        Reports

                      	
                        43

                      
	
                        6.3.

                      	
                        Compliance
                          Certificate

                      	
                        43

                      
	
                        6.4.

                      	
                        Taxes,
                          etc.

                      	
                        44

                      
	
                        6.5.

                      	
                        Stay,
                          Extension and Usury Laws

                      	
                        44

                      
	
                        6.6.

                      	
                        Restricted
                          Payments

                      	
                        44

                      
	
                        6.7.

                      	
                        Investments

                      	
                        48

                      
	
                        6.8.

                      	
                        Dividend
                          and Other Payment Restrictions Affecting Subsidiaries

                      	
                        48

                      
	
                        6.9.

                      	
                        Incurrence
                          of Indebtedness and Issuance of Preferred Stock

                      	
                        50

                      
	
                        6.10.

                      	
                        Limitation
                          on Asset Sales

                      	
                        53

                      
	
                        6.11.

                      	
                        Sale
                          and Leaseback Transactions

                      	
                        53

                      
	
                        6.12.

                      	
                        Transactions
                          with Affiliates

                      	
                        54

                      
	
                        6.13.

                      	
                        Liens

                      	
                        55

                      
	
                        6.14.

                      	
                        Existence

                      	
                        55

                      
	
                        6.15.

                      	
                        Limitations
                          on Issuances of Guarantees of Indebtedness

                      	
                        55

                      
	
                        6.16.

                      	
                        Payments
                          for Consent

                      	
                        56

                      
	
                        6.17.

                      	
                        Merger,
                          Consolidation, or Sale of Assets

                      	
                        56

                      
	
                        6.18.

                      	
                        Exchange
                          Notes

                      	
                        57

                      
	 	 	 
	
                        SECTION
                          7.

                      	
                        EVENTS
                          OF DEFAULT

                      	
                        58

                      
	 	 	 
	
                        SECTION
                          8.

                      	
                        THE
                          AGENTS

                      	
                        60

                      
	 	 	 
	
                        8.1.

                      	
                        Appointment

                      	
                        60

                      
	
                        8.2.

                      	
                        Delegation
                          of Duties

                      	
                        60

                      
	
                        8.3.

                      	
                        Exculpatory
                          Provisions

                      	
                        60

                      
	
                        8.4.

                      	
                        Reliance
                          by Administrative Agent

                      	
                        60

                      
	
                        8.5.

                      	
                        Notice
                          of Default

                      	
                        61

                      
	
                        8.6.

                      	
                        Non-Reliance
                          on Agents and Other Lenders

                      	
                        61

                      
	
                        8.7.

                      	
                        Indemnification

                      	
                        61

                      
	
                        8.8.

                      	
                        Agent
                          in Its Individual Capacity

                      	
                        62

                      
	
                        8.9.

                      	
                        Successor
                          Administrative Agent

                      	
                        62

                      
	
                        8.10.

                      	
                        Other
                          Agents

                      	
                        62

                      
	 	 	 


              

            

          

          
            
              	
                      SECTION
                        9.

                    	
                      MISCELLANEOUS

                    	
                      62

                    
	 	 	 
	
                      9.1.

                    	
                      Amendments
                        and Waivers

                    	
                      62

                    
	
                      9.2.

                    	
                      Notices

                    	
                      63

                    


            

             

            
               

               

              
                
                  -ii-

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

            

             

             

            
              	
                      9.3.

                    	
                      No
                        Waiver; Cumulative Remedies

                    	
                      64

                    
	
                      9.4.

                    	
                      Survival
                        of Representations and Warranties

                    	
                      64

                    
	
                      9.5.

                    	
                      Payment
                        of Expenses and Taxes

                    	
                      64

                    
	
                      9.6.

                    	
                      Successors
                        and Assigns; Participations and Assignments

                    	
                      65

                    
	
                      9.7.

                    	
                      Adjustments;
                        Set-off

                    	
                      67

                    
	
                      9.8.

                    	
                      Counterparts

                    	
                      68

                    
	
                      9.9.

                    	
                      Severability

                    	
                      68

                    
	
                      9.10.

                    	
                      Integration

                    	
                      68

                    
	
                      9.11.

                    	
                      GOVERNING
                        LAW

                    	
                      68

                    
	
                      9.12.

                    	
                      Submission
                        to Jurisdiction; Waivers

                    	
                      68

                    
	
                      9.13.

                    	
                      Acknowledgments

                    	
                      69

                    
	
                      9.14.

                    	
                      [Intentionally
                        Omitted]

                    	
                      69

                    
	
                      9.15.

                    	
                      Confidentiality

                    	
                      69

                    
	
                      9.16.

                    	
                      WAIVERS
                        OF JURY TRIAL

                    	
                      70

                    
	
                      9.17.

                    	
                      USA
                        Patriot Act

                    	
                      70

                    
	 	 	 
	
                      SECTION
                        10.

                    	
                      GUARANTEE

                    	
                      70

                    
	 	 	 
	
                      10.1.

                    	
                      Unconditional
                        Guarantee

                    	
                      70

                    
	
                      10.2.

                    	
                      Waiver
                        of Subrogation

                    	
                      70

                    
	
                      10.3.

                    	
                      Waiver
                        of Stay, Extension or Usury Laws

                    	
                      71

                    


            

          

        

      

       

       

      SCHEDULES:

    

    
       

      1 Description
        of Exchange Notes and Exchange Indenture

      2.1(a) Commitments

       

      EXHIBITS:

       

      A Form
        of
        Note

      B RESERVED

      C Form
        of
        Closing Certificate

      D RESERVE

      E Form
        of
        Assignment and Assumption

      F RESERVED

      G Form
        of
        Exemption Certificate

      H
         RESERVED

      I Form
        of
        Notice of Borrowing

      5.2(d) Form
        of
        Officers’ Certificate

       

       

      
        
          -iii-

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      SENIOR
        BRIDGE LOAN AGREEMENT, dated as of October 17, 2005, among CCO HOLDINGS,
        LLC, a Delaware limited liability company (the “Borrower”),
        CCO
        Holdings Capital Corp., a Delaware corporation and a wholly-owned Subsidiary
        of
        the Borrower (the “Guarantor”),
        the
        several banks and other financial institutions or entities from time to time
        parties to this Agreement (the “Lenders”),
        JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, together
        with any successor, the “Administrative
        Agent”),
        J.P.
        MORGAN SECURITIES INC. and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as joint
        lead
        arrangers and joint bookrunners, and DEUTSCHE BANK SECURITIES INC., as
        documentation agent. 

       

      W
        I T
        N E S S E T H
        :

       

      WHEREAS,
        the Parties hereto wish to provide for the making of Loans (as defined below)
        by
        the Lenders to the Borrower, as requested from time to time and on the terms
        set
        forth herein.

       

      NOW,
        THEREFORE, the parties hereby agreed 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.

       

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

       

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

       

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

       

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

       

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

       

      “Agents”
        means
        the collective reference to the Documentation Agent and the Administrative
        Agent.

       

      “Agreement”
        means
        this Senior Bridge Loan Agreement, as amended, supplemented or otherwise
        modified from time to time.

       

      “Asset
        Acquisition”
        means
        (a) an Investment by the Borrower or any of its Restricted Subsidiaries in
        any
        other Person pursuant to which such Person shall become a Restricted Subsidiary
        of the Borrower or any of its Restricted Subsidiaries or shall be merged
        with or
        into the Borrower or any of its Restricted Subsidiaries, or (b) the acquisition
        by the Borrower or any of

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      its
        Restricted Subsidiaries of the assets of any Person which constitute all
        or
        substantially all of the assets of such Person, any division or line of business
        of such Person or any other properties or assets of such Person other than
        in
        the ordinary course of business.

       

      “Asset
        Sale”
        means:


       

      (1) the
        sale,
        lease, conveyance or other disposition of any assets or rights by the Borrower
        or a Restricted Subsidiary, other than sales of inventory in the ordinary
        course
        of the Cable Related Business; provided
        that the
        sale, conveyance or other disposition of all or substantially all of the
        assets
        of the Borrower and its Subsidiaries, taken as a whole, shall be governed
        by
        Section 6.17 and not by the provisions of Section 6.10; and 

       

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

       

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

       

      (1) any
        single transaction or series of related transactions that: (a) involves assets
        having a fair market value of less than $100 million; or (b) results in net
        proceeds to the Borrower and its Restricted Subsidiaries of less than $100
        million (provided that for purposes of Section 2.3(b) only, (i) the words
“$100
        million” set forth in this clause (1) shall be replaced with the words “$75
        million” and (ii) if the aggregate Net Proceeds from asset dispositions and
        issuances deemed not to be Asset Sales pursuant to this clause (1) (as modified
        in the manner set forth in the immediately preceding clause (i)) exceeds
        $200
        million, then only such excess shall be treated as an Asset Sale);

       

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

       

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

       

      (4) any
        Restricted Payment that is permitted by Section 6.6, any Restricted Investment
        that is permitted by Section 6.7 or a Permitted Investment;

       

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


       

      (6) any
        disposition of cash or Cash Equivalents. 

       

      “Assignee”:
        as
        defined in Section 9.6(b)(i).

       

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

       

      “Attributable
        Debt”
        in
        respect of a sale and leaseback transaction means, 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 

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      which
        such lease has been extended or may, at the option of the lessee, be extended.
        Such present value shall be calculated using a discount rate equal to the
        rate
        of interest implicit in such transaction, determined in accordance with
        GAAP.

       

      “Authorizations”
        means
        all filings, recordings and registrations with, and all validations or
        exemptions, approvals, orders, authorizations, consents, Licenses, certificates
        and permits from, the FCC, applicable public utilities and other Governmental
        Authorities, including CATV Franchises, FCC Licenses and Pole
        Agreements.

       

      “Availability
        Period”
        means
        the period from and including January 2, 2006 to and including 5:00
        P.M.
        (New York Time) September 29, 2006.

       

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

       

      “Benefitted
        Lender”:
        as
        defined in Section 9.7(a).

       

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

       

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

       

      “Borrower”:
        as
        defined in the preamble hereto.

       

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

       

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

       

      “Business
        Day”
        means a
        day other than a Saturday, Sunday or other day on which commercial banks
        in New
        York City are authorized or required by law to close, provided
        that
        such day is also a day for trading by and between banks in Dollar deposits
        in
        the interbank eurodollar market.

       

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

       

      “Cable
        USA Preferred Stock”
        means
        (i) the approximately $55 million of Series A Convertible Redeemable Preferred
        Stock issued by CCI in connection with the Cable USA acquisition and
        (ii) any Indebtedness or preferred equity interests the Net Proceeds
        of the
        incurrence or issuance of which are used to refund, refinance or replace,
        or
        issued in exchange for, any of the securities referred to in clause (i),
        including the accrued and unpaid interest and any dividends thereon and any
        expenses incurred in connection therewith.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

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

       

      “Capital
        Stock”
        means:


       

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

       

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

       

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

       

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

       

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


       

      (x) as
        a
        contribution to the common equity capital or from the issue or sale of Equity
        Interests (other than Disqualified Stock and other than issuances or sales
        to a
        Subsidiary of the Borrower) of the Borrower from and after the Senior Notes
        Closing Date, or 

       

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

       

      “Cash
        Equivalents”
        means:


       

      (1) United
        States dollars; 

       

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


       

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


       

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


       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “CCH
        I
        Indenture”
        means
        the indenture entered into by CCH I with respect to its 11.00% Senior Secured
        Notes due 2015 and any indentures, note purchase agreements or similar documents
        entered into by CCH I for the purpose of incurring Indebtedness in exchange
        for,
        or the proceeds of which are used to refinance, any of the Indebtedness
        described above, in each case, together with all instruments and other
        agreements entered into by CCH I in connection therewith, as any of the
        foregoing may be refinanced, replaced, amended, supplemented or otherwise
        modified from time to time.

       

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

       

      “CCH
        II
        Indenture”
        means
        the indenture entered into by CCH II with respect to its 10.25% Senior Notes
        due
        2010 and any indentures, note purchase agreements or similar documents entered
        into by CCH II for the purpose of incurring Indebtedness in exchange for,
        or the
        proceeds of which are used to refinance, any of the Indebtedness described
        above, in each case, together with all

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      instruments
        and other agreements entered into by CCH II in connection therewith, as any
        of
        the foregoing may be refinanced, replaced, amended, supplemented or otherwise
        modified from time to time.

       

      “CCI”
        means
        Charter Communications, Inc., a Delaware corporation, and any successor Person
        thereto.

       

      “CCI
        Indentures”
        means,
        collectively, the indentures entered into by CCI with respect to its 4.75%
        Convertible Senior Notes due 2006, its 5.875% Convertible Senior Notes due
        2009,
        and any indentures, note purchase agreements or similar documents entered
        into
        by CCI for the purpose of incurring Indebtedness in exchange for, or the
        proceeds of which are used to refinance, any of the Indebtedness described
        above, in each case, together with all instruments and other agreements entered
        into by CCI in connection therewith, as any of the foregoing may be refinanced,
        replaced, amended, supplemented or otherwise modified from time to
        time.

       

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

       

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

       

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


       

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

       

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

       

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


       

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

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      “Charter
        Refinancing Indebtedness”
        means
        any Indebtedness of a Charter Refinancing Subsidiary issued in exchange for,
        or
        the net proceeds of which are used within 90 days after the date of issuance
        thereof to extend, refinance, renew, replace, defease, purchase, acquire
        or
        refund (including successive extensions, refinancings, renewals, replacements,
        defeasances, purchases, acquisitions or refunds), Indebtedness initially
        incurred under any one or more of the CCI Indentures, the Charter Holdings
        Indentures, the CCH I Indenture, the CCH II Indenture, the CIH Indenture,
        the
        Senior Notes Indentures or this Agreement; provided
        that:

       

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

       

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

       

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

       

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

       

      “CIH
        Indenture”
        means,
        collectively (a) the indenture pursuant to which the CIH Notes are
        issued
        and (b) any indentures, note purchase agreements or similar documents
        entered into by CIH and/or CCH I Holdings Capital Corp. on or after the Closing
        Date for the purpose of incurring 

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

         

        Indebtedness
          in exchange for, or the proceeds of which are used to refinance, any of
          the
          Indebtedness outstanding under the CIH Indenture described in the foregoing
          clause (a), in each case, together with all instruments and other
          agreements entered into by CIH or CCH I Holdings Capital Corp. in connection
          therewith, as the same may be refinanced, replaced, amended, supplemented
          or
          otherwise modified from time to time.

      

       

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

       

      “Closing
        Date”
        means
        October 17, 2005.

       

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

       

      “Commitments”
        means,
        as to any Lender, its obligation to make Loans to the Borrower pursuant to
        Section 2.1(a) in an aggregate amount not to exceed the amount set forth
        under
        such Lender’s name in Schedule
        2.1(a)
        opposite
        the caption “Commitment Amount” or in the Assignment and Acceptance pursuant to
        which a Lender acquires its Commitment, as the same may be adjusted pursuant
        to
        Section 2.3. Commitments shall be reduced (i) on the date of making
        of any
        Loan, by the amount of such Loan and (ii) to zero if an Event of Default
        has occurred and is continuing and the Required Lenders so elect, as evidenced
        by a written notice to the Borrower (and in any event upon expiration of
        the
        Availability Period).

       

      “Commonly
        Controlled Entity”
        means
        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.

       

      “Conduit
        Lender”
        means
        any special purpose corporation organized and administered by any Lender
        for the
        purpose of making Loans otherwise required to be made by such Lender and
        designated by such Lender in a written instrument; provided,
        that
        the designation by any Lender of a Conduit Lender shall not relieve the
        designating Lender of any of its obligations to fund a Loan under this Agreement
        if, for any reason, its Conduit Lender fails to fund any such Loan, and the
        designating Lender (and not the Conduit Lender) shall have the sole right
        and
        responsibility to deliver all consents and waivers required or requested
        under
        this Agreement with respect to its Conduit Lender, and provided,
        further,
        that no
        Conduit Lender shall be entitled to receive any greater amount pursuant to
        Section 2.11, 2.12, 2.13 or 9.5 than the designating Lender would have been
        entitled to receive in respect of the extensions of credit made by such Conduit
        Lender.

       

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

       

      (1) Consolidated
        Interest Expense; 

       

      (2) income
        taxes; 

       

      (3) depreciation
        expense; 

       

      (4) amortization
        expense;

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

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

       

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


       

      (7) for
        purposes of Section 6.9 only, Management Fees; 

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

       

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

       

      (y) solely
        for the purposes of calculating the amount of Restricted Payments that may
        be
        made pursuant to Section 6.6(c)(3) (and in such case, except to the extent
        includable pursuant to clause (x) above), the net income (or net loss) of
        any
        Other Person accrued prior to the date it becomes a Restricted Subsidiary
        or is
        merged into or consolidated with such Person or any Restricted Subsidiaries
        or
        all or substantially all of the property and assets of such Other Person
        are
        acquired by such Person or any of its Restricted Subsidiaries; and 

       

      (z) the
        net
        income of any Restricted Subsidiary of the Borrower to the extent that the
        declaration or payment of dividends or similar distributions by such Restricted
        Subsidiary of such net income is not at the time of determination of such
        Consolidated EBITDA permitted by the operation of the terms of such Restricted
        Subsidiary’s charter or any agreement, instrument, judgment, decree, order,
        statute, rule or governmental regulation applicable to such Restricted
        Subsidiary (other than any agreement or instrument evidencing Indebtedness
        or
        Preferred Stock (i) outstanding on the Closing Date, or (ii) incurred or
        issued
        thereafter in compliance with Section 6.9, provided
        that (a)
        the terms of any such agreement or instrument (other than Existing Indebtedness
        and any modifications, increases or refinancings that are not materially
        more
        restrictive taken as a whole) restricting the declaration and payment of
        dividends or similar distributions apply only in the event of a default with
        respect to a financial covenant or a covenant relating to payment (beyond
        any
        applicable period of grace) contained in such agreement or instrument, (b)
        such
        terms are determined by such Person to be customary in comparable financings
        and
        (c) such restrictions are determined by the Borrower not to materially affect
        the Borrower’s ability to make principal or interest payments on the Loans when
        due). 

       

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

       

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

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

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


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Contractual
        Obligation”
        means
        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.

       

      “Covenant
        Date”
        means
        the earlier of (x) the date that at least a majority of the Loans that have
        been
        outstanding have been exchanged for Series B Exchange Notes (as described
        in
        Schedule I) and (y) the 546th
        day
        after the Initial Borrowing Date.

       

      “Credit
        Agreement”
        means
        the $6.5 billion Amended and Restated Credit Agreement dated as of March
        18,
        1999, Amended and Restated as of April 27, 2004, by and among Charter


       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

         

        Communications
          Operating, LLC, as Borrower, CCO Holdings, LLC, JPMorgan Chase Bank, N.A.,
          as
          Administrative Agent, and the other parties thereto, as such agreement
          may be
          amended or modified.

      

       

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

       

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

       

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

       

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

       

      “Disqualified
        Stock”
        means
        any Capital Stock that, by its terms (or by the terms of any security into
        which
        it is convertible, or for which it is exchangeable, in each case at the option
        of the holder thereof), or upon the happening of any event, matures or is
        mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
        or
        redeemable at the option of the holder thereof, in whole or in part, on or
        prior
        to the date that is 91 days after the sixth anniversary of the Initial Borrowing
        Date. Notwithstanding the preceding sentence, any Capital Stock that would
        constitute Disqualified Stock solely because the holders thereof have the
        right
        to require the Borrower to repurchase such Capital Stock upon the occurrence
        of
        a change of control or an asset sale shall not constitute Disqualified Stock
        if
        the terms of such Capital Stock provide that the Borrower may not repurchase
        or
        redeem any such Capital Stock pursuant to such provisions unless such repurchase
        or redemption complies with Section 6.6.

       

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

       

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

       

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

       

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

    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    

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

       

      “Eurocurrency
        Reserve Requirements”
        means
        for any day, as applied to a 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”
        means
        with respect to each day during each Interest Period pertaining to a Loan,
        the
        rate per annum determined on the basis of the rate for deposits in Dollars
        for a
        period equal to such Interest Period commencing on the first day of such
        Interest Period appearing on Page 3750 of the Telerate screen as of 11:00
        A.M.,
        London time, two Business Days prior to the beginning of such Interest Period.
        In the event that such rate does not appear on Page 3750 of the Telerate
        screen
        (or otherwise on such screen), the “Eurodollar
        Base Rate”
        shall
        be determined by reference to such other comparable publicly available service
        for displaying eurodollar rates as may be selected by the Administrative
        Agent
        or, in the absence of such availability, by reference to the rate at which
        the
        Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
        York
        City time, two Business Days prior to the beginning of such Interest Period
        in
        the interbank eurodollar market where its eurodollar and foreign currency
        and
        exchange operations are then being conducted for delivery on the first day
        of
        such Interest Period for the number of days comprised therein. In the event
        such
        rate cannot be determined by any of the foregoing means, then until such
        rate
        can so be determined by any of such means, the Eurodollar Base Rate shall
        equal
        the greater, as determined by the Administrative Agent, of (i) the rate of
        interest publicly announced by the Administrative Agent as its prime rate,
        from
        time to time, in effect at its principal office in New York City (the Prime
        Rate
        not being intended to be the lowest rate of interest charged by the
        Administrative Agent in connection with extensions of credit to debtors)
        and
        (ii) the Federal Funds Effective Rate from time to time plus
        0.50%.

       

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

       

                       Eurodollar
        Base
        Rate                  

      1.00
        -
        Eurocurrency Reserve Requirements

       

      “Event
        of Default”
        means
        any of the events specified in Section 7, provided
        that any
        requirement for the giving of notice, the lapse of time, or both, has been
        satisfied.

       

      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        promulgated by the SEC thereunder.

       

      “Exchange
        and Registration Rights Agreement”
        means
        the Exchange and Registration Rights Agreement to be entered into relating
        to
        the Exchange Notes, with terms and conditions substantially identical to
        the
        exchange and registration rights agreement entered into by affiliates of
        the
        Borrower in connection with certain exchange offers that were consummated
        on
        September 28, 2005, with such changes as may be agreed with the Required
        Lenders.

       

      “Exchange
        Documents”
        means
        the Exchange Note Indenture, the Exchange Notes and the Exchange and
        Registration Rights Agreement.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      “Exchange
        Note Indenture”
        means
        the indenture to be entered into relating to the Exchange Notes, having the
        terms and conditions as set forth in Schedule 1, with such changes
        as may
        be agreed with the Required Lenders.

       

      “Exchange
        Note Trustee”
        means
        the trustee under the Exchange Note Indenture, which shall at all times be
        a
        corporation organized and doing business under the laws of the United States
        or
        any state thereof, which is authorized under such laws to exercise corporate
        trust powers and is subject to supervision or examination by federal or state
        authority and which has a combined capital and surplus of not less than
        $500.0 million.

       

      “Exchange
        Notes”
        means
        the Series A Exchange Notes and the Series B Exchange Notes, collectively,
        to be
        issued under the Exchange Note Indenture, having the terms described in Schedule
        1, with such changes as may be agreed with the Required Lenders.

       

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

       

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

       

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

       

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

       

      “Fee
        Letter”
        means
        the letter, dated October 14, 2005, among the parties hereto relating
        to
        fees and the refinancing of the Commitments and the Loans and Exchange
        Notes.

       

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

       

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

       

      “Funding
        Office”
        means
        the office of the Administrative Agent specified in Section 9.2 or such other
        office as may be specified from time to time by the Administrative Agent
        as its
        funding office by written notice to the Borrower and the Lenders.

       

      “GAAP”
        means
        generally accepted accounting principles set forth in the opinions and
        pronouncements of the Accounting Principles Board of the American Institute
        of
        Certified Public Accountants and statements and pronouncements of the Financial
        Accounting Standards Board or in such other statements by such other entity
        as
        have been approved by a significant segment of the accounting profession,
        which
        are in effect on the Senior Notes Closing Date, provided that for purposes
        of
        Section 4.1, “GAAP” means generally accepted accounting principles in the United
        States as in effect from time to time.

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      “Governmental
        Authority”
        means
        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
        Obligation”
        means
        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.

       

      “Guarantor”:
        as
        defined in the preamble hereto.

       

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

       

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

       

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

       

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

       

      “IAI”
        means
        an institution that is an “accredited investor” as defined in
        Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is not
        also a
        QIB.

       

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

       

      (1) in
        respect of borrowed money; 

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

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

       

      (3) in
        respect of banker’s acceptances; 

       

      (4) representing
        Capital Lease Obligations; 

       

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

       

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

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

       

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

       

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

       

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

       

      “Indemnified
        Liabilities”:
        as
        defined in Section 9.5

       

      “Indemnitee”:
        as
        defined in Section 9.5.

       

      “Initial
        Borrowing Date”
        means
        the date of the first borrowing of Loans hereunder.

       

      “Initial
        Maturity Date”
        means
        the first anniversary of the Initial Borrowing Date.

       

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

       

      “Insolvent”
        means
        pertaining to a condition of Insolvency.

       

      “Intellectual
        Property”
        means
        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.

       

      “Interest
        Payment Date”
        means,
        as to any Loan, the last day of each Interest Period and the final maturity
        date
        of such Loan and the date of prepayment of such Loan (other than through
        the
        issuance of Exchange Notes).

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      “Interest
        Period”
        means
        as to any Loan, (a) initially, the period commencing on the Initial Borrowing
        Date and ending three months thereafter; and (b) thereafter, each
        period
        commencing on the last day of the next preceding Interest Period and ending
        three months thereafter; 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; and

       

      (ii)    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.

       

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

       

      “KPMG”
        means
        KPMG, LLP.

       

      “Lenders”:
        as
        defined in the preamble hereto.

       

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

       

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

       

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

       

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


       

      (1) the
        borrowing of the Loans hereunder; 

       

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

       

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

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

         

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


      

       

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

       

      “Loan
        Documents”
        means
        this Agreement, the Fee Letter, the Exchange Documents and any other agreements,
        documents or instruments to which any Loan Party is party and which is
        designated as a Loan Document.

       

      “Loan
        Maturity Date”
        means
        the date that is the first anniversary of the Initial Borrowing Date;
provided
        that, if
        any Loans are outstanding on such date, the Loan Maturity Date shall be
        automatically extended until the sixth anniversary of the Initial Borrowing
        Date.

       

      “Loan
        Parties”
        means
        the Borrower and the Guarantor.

       

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

       

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

       

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

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      “Materials
        of Environmental Concern”
        means
        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.

       

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

       

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

       

      “Net
        Proceeds”
        means
        (i) with respect to any Asset Sale, the aggregate cash proceeds (including
        Cash
        Equivalents and readily marketable securities) received by the Borrower or
        any
        of its Restricted Subsidiaries in respect of any Asset Sale (including, without
        duplication, any cash received upon the sale or other disposition of any
        non-cash consideration received in any Asset Sale), net of the direct costs
        relating to such Asset Sale, including legal, accounting and investment banking
        fees, and sales commissions, and any relocation expenses incurred as a result
        thereof or taxes paid or payable as a result thereof (including amounts
        distributable in respect of owners’, partners’ or members’ tax liabilities
        resulting from such disposition), in each case after taking into account
        any
        available tax credits or deductions and any tax sharing arrangements and
        amounts
        required to be applied to the repayment of Indebtedness and (ii) with respect
        to
        any Specified Offering, the aggregate cash proceeds (including Cash Equivalents
        and readily marketable securities) received in respect thereof, net of the
        direct costs relating to such Specified Offering, including legal, accounting
        and investment banking fees, discounts and commissions.

       

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

       

      “Non-Excluded
        Taxes”:
        as
        defined in Section 2.12(a).

       

      “Non-Recourse
        Debt”
        means
        Indebtedness:

       

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

       

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

       

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

       

      “Non-U.S.
        Lender”:
        as
        defined in Section 2.12(d).

       

      “Note”
        means a
        note in the form of Exhibit
        A,
        including the legend contained thereon, appropriately completed.

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      “Officers’
        Certificate”
        means a
        certificate signed on behalf of the Borrower by two Officers of the Borrower,
        one of whom must also be the principal executive officer, the chief financial
        officer or the treasurer of CCI.

       

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

       

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

       

      “Participant”:
        as
        defined in Section 9.6(c)(i).

       

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

       

      “Permitted
        Debt”:
        as
        defined in Section 6.9.

       

      “Permitted
        Investments”
        means,
        except as otherwise provided below: 

       

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

       

      (2) any
        Investment in Cash Equivalents; 

       

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

       

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

       

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

       

      (4) any
        Investment made as a result of the receipt of non-cash consideration from
        an
        Asset Sale that was made pursuant to and in compliance with Section 6.10;
        

       

      (5) any
        Investment made out of the net cash proceeds of the issue and sale (other
        than
        to a Subsidiary of the Borrower) of Equity Interests (other than Disqualified
        Stock) of the 

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

         

        Borrower
          or capital contributions to the common equity of the Borrower, in each
          case
          after the Senior Notes Closing Date, to the extent that such net cash proceeds
          have not been applied to make a Restricted Payment or to effect other
          transactions pursuant to Section 6.6 hereof (with the amount of usage of
          the
          basket in this clause (5) being determined net of the aggregate
          amount of
          principal, interest, dividends, distributions, repayments, proceeds or
          other
          value otherwise returned or recovered in respect of any such Investment,
          but not
          to exceed the initial amount of such Investment); 

      

       

      (6) other
        Investments in any Person (other than any Parent) having an aggregate fair
        market value, when taken together with all other Investments in any Person
        made
        by the Borrower and its Restricted Subsidiaries (without duplication) pursuant
        to this clause (6) from and after the Senior Notes Closing Date, not to exceed
        $750.0 million (initially measured on the date each such Investment was made
        and
        without giving effect to subsequent changes in value, but reducing the amount
        outstanding by the aggregate amount of principal, interest, dividends,
        distributions, repayments, proceeds or other value otherwise returned or
        recovered in respect of any such Investment, but not to exceed the initial
        amount of such Investment) at any one time outstanding;

       

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

       

      (8) Investments
        consisting of payments by the Borrower or any of its Subsidiaries of amounts
        that are neither dividends nor distributions but are payments of the kind
        described in clause (4) of the second paragraph of Section 6.6 to the extent
        such payments constitute Investments; 

       

      (9) regardless
        of whether a Default then exists, Investments in any Unrestricted Subsidiary
        made by the Borrower and/or any of its Restricted Subsidiaries with the proceeds
        of distributions from any Unrestricted Subsidiary received subsequent to
        the
        Senior Notes Closing Date; and

       

      (10) Investments
        that result from, or are, the transactions described in clause (1) of the
        definition of “Specified Offering” (including, by way of example, the
        acquisition of any of the securities referred to in such clause (1) in exchange
        for Indebtedness or Equity Interests by CCI or any of its Subsidiaries);
        

       

      provided
        that,
        prior to the Covenant Date, (i) Investments permitted under clause (6) above
        shall not exceed $ 100
        million in the aggregate and (ii) Investments under clauses (5) and (9) shall
        not be Permitted Investments.

       

      “Permitted
        Liens”
        means:

       

      (1) Liens
        on
        the assets of the Borrower securing Indebtedness and other obligations under
        any
        of the Credit Facilities; 

       

      (2) Liens
        in
        favor of the Lenders or Agents; 

       

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

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

         

        the
          Person merged into or consolidated with the Borrower and related assets,
          such as
          the proceeds thereof; 

      

       

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

       

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

       

      (6) purchase
        money mortgages or other purchase money Liens (including any Capital Lease
        Obligations) incurred by the Borrower upon any fixed or capital assets acquired
        on or after the Closing Date or purchase money mortgages (including Capital
        Lease Obligations) on any such assets, whether or not assumed, existing at
        the
        time of acquisition of such assets, whether or not assumed, so long as


       

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

       

      (ii)such
        mortgage or Lien secures the obligation to pay all or a portion of the purchase
        price of such asset, interest thereon and other charges, costs and expenses
        (including the cost of design, development, construction, acquisition,
        transportation, installation, improvement, and migration) and is incurred
        in
        connection therewith (or the obligation under such Capital Lease Obligation)
        only; 

       

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

       

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

       

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


       

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

       

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

       

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

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      (17) Liens
        encumbering customary initial deposits and margin deposits, and other Liens
        that
        are within the general parameters customary in the industry and incurred
        in the
        ordinary course of business, in each case, securing Indebtedness under Hedging
        Obligations and forward contracts, options, future contracts, future options
        or
        similar agreements or arrangements designed solely to protect the Borrower
        or
        any of its Restricted Subsidiaries from fluctuations in interest rates,
        currencies or the price of commodities; 

       

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

       

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

       

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


       

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

       

      (22) Liens
        in
        favor of the Lenders or Agents arising under the provisions of Section 9.5
        of this Agreement and similar provisions under other debt-related agreements
        and
        indentures; and

       

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

       

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

       

      (1) the
        principal amount (or accreted value, if applicable) of such Permitted
        Refinancing Indebtedness does not exceed the principal amount of (or accreted
        value, if applicable), plus accrued interest and premium, if any, on the
        Indebtedness so extended, refinanced, renewed, 

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

         

        replaced,
          defeased or refunded (plus the amount of reasonable expenses
          incurred in connection therewith), except to the extent that any such excess
          principal amount (or accreted value, as applicable) would be then permitted
          to
          be incurred by other provisions of Section 6.9;

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “QIB”
        means a
“qualified institutional buyer” as defined in Rule 144A under the
        Securities Act of 1933, as amended.

      
         

        “Qualified
          Parent Company”
          means
          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.

         

        “Register”:
          as
          defined in Section 9.6(b)(iv).

         

      

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

       

       

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

       

      “Related
        Party”
        means


       

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

       

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

       

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

       

      “Reportable
        Event”
        means
        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”
        means,
        at any date, Lenders having or holding Loans and Commitments representing
        more
        than 50% of the sum of Loans and Commitments outstanding at such date;
provided
        that,
        for purposes of Sections 7 and 9.1 “Required Lenders” shall mean, at any date,
        Persons having or holding Loans, Series A Exchange Notes and Commitments
        representing more than 50% of the sum of Loans, Series A Exchange Notes and
        Commitments outstanding at such date. 

       

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

       

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

       

      “Restricted
        Payments”:
        as
        defined in Section 6.6.

       

      “Restricted
        Subsidiary”
        of a
        Person means any Subsidiary of the referent Person that is not an Unrestricted
        Subsidiary. 

       

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

       

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

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended from time to time. 

       

      “Senior
        Notes Closing Date”
        means
        November 10, 2003.

       

      “Senior
        Notes Indentures”
        means
        the indentures entered into by the Borrower with respect to its 8.75% Senior
        Notes due 2013 and its Senior Floating Rate Notes due 2010 and any indentures,
        note purchase agreements or similar documents entered into by the Borrower
        for
        the purpose of incurring Indebtedness in exchange for, or the net proceeds
        of
        which are used to refinance, any of the Indebtedness 

       

      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

         

        described
          above, in each case, together with all instruments and other agreements
          entered
          into by the Borrower in connection therewith, as any of the foregoing may
          be
          refinanced, replaced, amended, supplemented or otherwise modified from
          time to
          time.

      

       

      “Series
        A Exchange Notes”
        means
        the notes described as such in Schedule 1 hereto.

       

      “Series
        B Exchange Notes”
        means
        the notes described as such in Schedule 1 hereto.

       

      “Shell
        Subsidiary”
        means
        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.

       

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

       

      “Solvent”
        means
        when used with respect to any Person, 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
        Offering”
        means
        any private or public underwritten offering or any issuance of any equity
        or
        debt by CCI or any of its Subsidiaries; provided
        that
        none of the following shall constitute a Specified Offering:

       

      (1) any
        exchange, offering, incurrence or issuance of Indebtedness or Equity Interests
        by CCI or any of its Subsidiaries (other than any exchange, offering or issuance
        of common equity interests by a Subsidiary of the Borrower to a Person other
        than the Borrower or a Subsidiary of the Borrower) for, or the Net Proceeds
        of
        which are used to defease, redeem, repurchase, prepay, repay, discharge or
        otherwise acquire or retire any of the following: (a) the securities described
        in clause (i) of the definition of the Cable USA Preferred Stock, (b) the
        senior
        convertible notes due 2006 and 2009 of CCI, (c) the approximately $106 million
        8.250% senior notes due 2007 of Charter Holdings and (d) the approximately
        $115
        million face value senior discount notes due 2008 issued by Renaissance Media
        (Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance Media
        Holdings Capital Corporation; in each case including the accrued and unpaid
        interest thereon or dividends related thereto and the direct costs relating
        thereto; provided
        that
        such exchange, offering, incurrence or issuance does not otherwise violate
        any
        terms of this Agreement;

       

      (2) any
        such
        transaction that would otherwise constitute both an Asset Sale pursuant to
        clause (2) of the definition thereof and a Specified Offering;

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

       

       

      (3) any
        incurrence of Indebtedness permitted to be incurred under clauses (1) (but
        only
        to the extent permitted by clause (2) of the last paragraph of Section 6.9),
        (2), (3), (4), (5) (but only to the extent relating to clause (4) of the
        second
        paragraph of Section 6.9), (6), (7), (8) and (10) of the second paragraph
        of
        Section 6.9; 

       

      (4) issuances
        of Equity Interests of CCI, in the ordinary course of business, to employees
        of
        CCI and its Subsidiaries; and

       

      (5) the
        incurrence or issuance by CCI or any of its Restricted Subsidiaries of
        intercompany Indebtedness or Equity Interests between or among CCI and any
        of
        its Restricted Subsidiaries (other than any issuance of common equity interests
        by a Subsidiary of the Borrower to a Person other than the Borrower or a
        Subsidiary of the Borrower); provided
        that (x)
        such incurrence or issuance is not otherwise prohibited by this Agreement,
        and
        (y) (i) any subsequent issuance or transfer of Equity Interests that results
        in
        any such Indebtedness being held by a Person other than CCI or a Restricted
        Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness
        to a Person that is not either CCI or a Restricted Subsidiary thereof, shall
        be
        deemed, in each case, to constitute an incurrence of such Indebtedness that
        was
        not permitted by this clause (5).

       

      “Spread”
        means
        450 basis points on the Initial Borrowing Date, which shall increase by (a)
        an
        additional 25 basis points on the day immediately following the last day
        of the
        six-month period following the Initial Borrowing Date, (b) an additional
        25
        basis points on the day immediately following the last day of each of the
        next
        two subsequent three-month periods and (c) 62.5 basis points on the date
        immediately following the last day of each of the next two subsequent
        three-month periods; provided
        that if
        on any date the Eurodollar Base Rate is being determined pursuant to the
        third
        sentence of the definition thereof, then on each such date the then applicable
        Spread (determined in accordance with the immediately prior sentence) shall
        be
        reduced by 100 basis points. By way of example, if the Initial Borrowing
        Date
        were the 14th
        day of
        January, the first “step-up” would occur on July 15. 

       

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

       

      “Subsidiary”
        means,
        with respect to any Person 

       

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

       

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

       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

       

      When
        used
        without reference to any other Person, the term “Subsidiary” shall mean a
        Subsidiary of the Borrower.

       

      “Total
        Commitments”
        means
        the sum of the Commitments then in effect.

       

      “Transferee”
        means
        any Assignee or Participant.

       

      “United
        States”
        means
        the United States of America.

       

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

       

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

       

      (2) is
        not
        party to any agreement, contract, arrangement or understanding with the Borrower
        or any Restricted Subsidiary thereof unless the terms of any such agreement,
        contract, arrangement or understanding are no less favorable to the Borrower
        or
        such Restricted Subsidiary than those that might be obtained at the time
        from
        Persons who are not Affiliates of the Borrower unless such terms constitute
        Restricted Investments permitted under Section 6.7, Permitted Investments,
        Asset Sales permitted under Section 6.10 or sale and leaseback transactions
        permitted under Section 6.11;

       

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

       

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

       

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

       

      Any
        designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary
        shall
        be evidenced to the Administrative Agent by delivering to the Administrative
        Agent a certified copy of the board resolution giving effect to such designation
        and an Officers’ Certificate certifying that such designation complied with the
        preceding conditions and was permitted by Section 6.7. If, at any
        time, any
        Unrestricted Subsidiary would fail to meet the preceding requirements as
        an
        Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
        Subsidiary for purposes of this Agreement and any Indebtedness of such
        Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
        Borrower as of such date and, if such Indebtedness is not permitted to be
        incurred as of such date under Section 6.9,
        the
        Borrower shall be in default of Section 6.9. The Board of Directors
        of the
        Borrower may at any time designate any Unrestricted Subsidiary to be a
        Restricted Subsidiary; provided
        that
        such designation shall be deemed to be an incurrence of Indebtedness by a
        Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
        Subsidiary and such designation shall only be permitted if:

       

      (1) such
        Indebtedness is permitted under Section 6.9 calculated on a pro forma
        basis
        as if such designation had occurred at the beginning of the four-quarter
        reference period; and

       

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

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

       

      “U.S.
        Person”
        means a
        U.S. person as defined in Rule 902(k) under the Securities
        Act.

       

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

       

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

       

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

       

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

       

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

       

      1.2.    Other
        Definitional Provisions.

       

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

       

      (b) 
        As used herein and in the other Loan Documents, and any certificate or other
        document made or delivered pursuant hereto or thereto, (i) accounting
        terms
        relating to 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.

      
         

        SECTION
          2. AMOUNT AND TERMS OF COMMITMENTS

         

        2.1.    Commitments.
          Subject
          to and upon the terms and conditions herein set forth, each Lender agrees,
          severally and not jointly, to make loans (collectively, the “Loans”),
          during the Availability Period, to the Borrower, which Loans (i) 
          once
          repaid, may not be reborrowed, (ii) shall not exceed 

         

      

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

       

      for
        any
        such Lender that aggregate principal amount that equals the Commitment of
        such
        Lender at such time and (iii) shall not exceed for all Lenders at
        any time
        outstanding the aggregate principal amount that equals the Total Commitments
        then in effect.

       

      2.2.    Procedure
        for Borrowing.
        In
        order to effect a borrowing hereunder, the Borrower shall give the
        Administrative Agent a Notice of Borrowing (which notice must be received
        by the
        Administrative Agent prior to 1:00 P.M., New York City time, three (3) Business
        Days prior to the requested Borrowing Date, specifying (i) the amount
        to be
        borrowed and (ii) the requested Borrowing Date (which must be during
        the
        Availability Period). Each borrowing shall be in an aggregate amount equal
        to
        $50,000,000 or a whole multiple of $10,000,000 in excess thereof or in an
        amount
        equal to the remaining Commitments. Upon receipt of any Notice of Borrowing
        from
        the Borrower, the Administrative Agent shall promptly notify each Lender
        thereof. Each Lender will make the amount of its pro rata
        share of
        each borrowing available to the Administrative Agent for the account of the
        Borrower at the Funding Office prior to 12:00 Noon, New York City time, on
        the
        Borrowing Date requested by the Borrower in funds immediately available to
        the
        Administrative Agent. Such borrowing will then be made available not later
        than
        1:00 P.M., New York City time, to the Borrower by the Administrative Agent
        crediting the account of the Borrower on the books of such office with the
        aggregate of the amounts made available to the Administrative Agent by the
        Lenders and in like funds as received by the Administrative Agent. In no
        event
        may the Borrower request more than four borrowings hereunder. 

       

      Without
        duplication of the fee set forth in Section 2.6, the Borrower agrees to pay
        to
        the Administrative Agent the fees in the amounts and on the dates previously
        agreed to in the Fee Letter.

       

      2.3.    Reduction
        and Termination of Commitments.

       

      (a)    Voluntary
        Termination and Reduction.
        The
        Borrower shall have the right, upon written notice delivered to the
        Administrative Agent no later than 1:00 P.M., New York City time, at least
        three
        (3) Business Days prior to the proposed date of termination or reduction,
        to
        irrevocably terminate the Total Commitments or, from time to time, reduce
        the
        Total Commitments. Any such reduction shall be in an amount equal to
        $10,000,000, or a whole multiple of $1,000,000 in excess thereof.

       

      (b)    Mandatory
        Reduction.
        The
        Total Commitments shall be reduced by an amount equal to 100% of the Net
        Proceeds from Asset Sales (regardless of whether the proceeds are used for
        a
        purpose described in clause (1) or (2) of the third paragraph of
        Section 6.10) immediately upon the consummation of such Asset Sale,
        except
        to the extent such Net Proceeds have been, or are then being used, to repay
        Loans. 

       

      The
        Total
        Commitments shall be reduced by an amount equal to 100% of the Net Proceeds
        from
        each Specified Offering (to the extent such proceeds are not then used to
        repay
        Loans) immediately upon the consummation of such Specified
        Offering.

       

      (c)    The
        Commitments shall terminate as of 5:00 P.M. (New York time) on
        September 29, 2006.

       

      Any
        reduction of Commitments pursuant to this Section 2.3 shall be applied
pro rata
        to
        permanently reduce the Commitment of each of the Lenders. 

       

      2.4.    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
        Administrative Agent no later than 1:00 P.M., New York City time, at least
        three
        Business Days prior thereto, which notice shall specify the date and amount
        of
        prepayment; provided
        that if
        a Loan is prepaid 

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

         

        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 2.13. Upon
          receipt
          of any such notice, the Administrative Agent shall promptly notify each
          relevant
          Lender thereof. If any such notice is given, the amount specified in such
          notice
          shall be due and payable on the date specified therein, together with accrued
          interest to such date on the amount prepaid. Partial prepayments of Loans
          shall
          be in an aggregate principal amount of $5,000,000 or a whole multiple of
          $1,000,000 in excess thereof. 

      

       

      2.5.    Mandatory
        Prepayments.

       

      (a)    If
        on any
        date CCI or any of its Subsidiaries shall receive Net Proceeds from any
        Specified Offering, 100% of such Net Proceeds (“Allocated
        Proceeds”)
        shall
        be applied toward the prepayment of the Loans, the redemption of Series A
        Exchange Notes, if any, and an offer to purchase Series B Exchange Notes,
        if
        any. Allocated Proceeds shall be allocated on a pro rata basis to the prepayment
        of Loans, the redemption of Series A Exchange Notes and the offer to repurchase
        Series B Exchange Notes, in accordance with the then respective principal
        amounts of Loans, Series A Exchange Notes and Series B Exchange Notes
        outstanding on the date of receipt of such Net Proceeds (the amount so initially
        allocated to each of the Loans, Series A Exchange Notes and Series B Exchange
        Notes being referred to as its “Initial
        Allocation”),
        provided
        that any
        portion of such proceeds not used for required purchases of Series B Exchange
        Notes shall be reallocated to the prepayment of Loans and redemption of Series
        A
        Exchange Notes on such a pro rata basis (based on the respective principal
        amounts thereof). If no Series B Exchange Notes are then outstanding, the
        Borrower shall prepay Loans and give a notice of redemption with respect
        to
        outstanding Series A Exchange Notes promptly (but no later than two (2) Business
        Days) after receipt of the Allocated Proceeds in amounts equal to the Initial
        Allocations thereto. If any Series B Exchange Notes are then outstanding,
        the
        Borrower shall (x) (i) prepay Loans in the amount equal to the Initial
        Allocation to such Loans promptly (but no later than two (2) Business Days)
        after receipt of the Allocated Proceeds, (ii) give a notice of redemption
        with
        respect to the outstanding Series A Exchange Notes in an amount equal to
        the
        Initial Allocation to such Series A Exchange Notes promptly (but no later
        than
        two (2) Business Days) after receipt of the Allocated Proceeds and (iii)
        make an
        offer to repurchase Series B Exchange Notes in an amount equal to the Initial
        Allocation to such Series B Exchange Notes promptly (but no later than two
        (2)
        Business Days) after receipt of the Allocated Proceeds, which offer shall
        expire
        no later than the 20th Business Day after the commencement thereof, and (y)
        (i)
        upon receipt of such Allocated Proceeds, the Borrower shall deposit Allocated
        Proceeds in an amount equal to the Initial Allocation to Series B Exchange
        Notes
        in an account in the name of the Borrower to be maintained with the
        Administrative Agent for the duration of such offer and (ii) upon expiration
        of
        such offer, the Borrower shall prepay Loans and Series A Exchange Notes on
        a pro
        rata basis (based on the respective principal amounts thereof) in an amount
        equal to the deposited Allocated Proceeds not used to repurchase Series B
        Exchange Notes in such offer.

       

      (b)    The
        Net
        Proceeds from Asset Sales that are not used for a purpose described in clause
        (1) or (2) of the third paragraph of Section 6.10 ("Allocated
        Asset Sale Proceeds")
        shall
        be applied toward the prepayment of the Loans, an offer to purchase Series
        A
        Exchange Notes, if any, and an offer to purchase Series B Exchange Notes,
        if
        any.
        The
        offer to purchase Series A Exchange Notes shall be made on the same date
        as the
        offer to purchase Series B Exchange Notes. Allocated
        Asset Sale Proceeds shall be allocated on a pro rata basis to the prepayment
        of
        Loans, the offer to repurchase Series A Exchange Notes and the offer to
        repurchase Series B Exchange Notes in accordance with the respective principal
        amounts of Loans, Series A Exchange Notes and Series B Exchange Notes
        outstanding on the date of the offers to purchase,
        provided
        that any
        portion of such proceeds not used for required purchases of Series A Exchange
        Notes or Series B Exchange Notes shall be reallocated to the prepayment of
        Loans.

       

      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

         

      

      (c)    Each
        prepayment of the Loans under this Section 2.5 shall be in an amount equal
        to
        100% of the aggregate principal amount of the Loans to be prepaid accompanied
        by
        accrued interest to the date of such prepayment on the amount
        prepaid.

       

      2.6.    Ticking
        Fee.
        The
        Borrower agrees to pay to the Administrative Agent for the account of each
        Lender a nonrefundable fee for the period from and including the Closing
        Date
        through the last day of the Availability Period, calculated at 0.50% per
        annum
        on the average daily unused Total Commitments, which fee shall be paid on
        (i)
        each Borrowing Date with respect to the amount borrowed and (ii) September
        29,
        2006. 

       

      2.7.    Interest
        Rates and Payment Dates.

       

      (a)    Each
        Loan
        shall bear interest for each day during each Interest Period with respect
        thereto at a rate per annum equal to the Eurodollar Rate then in effect,
        plus
        the Spread, as then in effect.

       

      (b)    If
        all or a
        portion of any 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 the
        outstanding Loans, plus
        2% from
        the date of such non-payment until such amount is paid in full (as well after
        as
        before judgment).

       

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

       

      (d)    The
        Loans
        made by each Lender shall each be represented by a Note.

       

      2.8.    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. The Administrative Agent shall as soon as
        practicable notify the Borrower and the Lenders of each determination of
        a
        Eurodollar Rate. Any change in the interest rate on a Loan resulting from
        a
        change in the Spread or the Eurocurrency Reserve Requirements shall become
        effective as of the opening of business on the day on which such change becomes
        effective. The Administrative Agent shall as soon as practicable notify the
        Borrower and the Lenders of the effective date and the amount of each such
        change in interest rate.

       

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

       

      2.9.    [Intentionally
        Omitted]

       

      
        2.10.    Pro
          Rata
          Treatment and Payments.

         

        (a)    Each
          borrowing by the Borrower from the Lenders hereunder, each payment by the
          Borrower on account of the fee described in Section 2.6, and any reduction
          of
          the Commitments shall be made pro rata
          according to the Commitments of the Lenders.

         

        
          
            
            

          

          
            -31-

            
              

            

          

          
            
            

          

        

         

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

         

        (c)    All
          payments
          (including prepayments) to be made by the Borrower hereunder, whether on
          account
          of principal, interest, fees or otherwise, shall be made without setoff
          or
          counterclaim and shall be made prior to 1:00 P.M., New York City time,
          on the
          due date thereof to the Administrative Agent, for the account of the Lenders,
          at
          the Funding Office, in Dollars and in immediately available funds. The
          Administrative Agent shall distribute such payments to the Lenders promptly
          upon
          receipt in like funds as received. If any payment hereunder (other than
          payments
          on the 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 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.

         

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

         

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

         

        2.11.    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 hav- 

         

        
          
            
            

          

          
            -32-

            
              

            

          

          
            
            

          

           

          ing
            the
            force of law) from any central bank or other Governmental Authority made
            subsequent to the Closing Date:

        

         

        (i)    shall
          subject
          any Lender to any tax of any kind whatsoever with respect to this Agreement
          or
          any 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 2.12(a)
          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 or maintaining
          Loans or
          to reduce any amount receivable hereunder in respect thereof, then, in
          any such
          case, the Borrower shall within ten (10) Business Days pay such Lender,
          upon its
          demand, any additional amounts necessary to compensate such Lender for
          such
          increased cost or reduced amount receivable provided
          that the
          Borrower shall not be required to compensate a Lender pursuant to this
          paragraph
          for any amounts related to any such adoption, change or issuance of a request
          or
          directive that occurs 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. If any Lender becomes entitled to claim any additional amounts
          pursuant
          to this paragraph, it shall promptly notify the Borrower (with a copy to
          the
          Administrative Agent) of the event by reason of which it has become so
          entitled.

         

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

         

        (c)    As
          a
          condition to receiving any compensation pursuant to this Section, the Lender
          must submit to the Borrower an Officers’ Certificate certifying as to any
          additional amounts payable pursuant to this Section (with a copy to the
          Administrative Agent). Such certificate shall be conclusive in the absence
          of
          manifest error. The obligations of the Borrower pursuant to this Section
          shall
          sur-

         

        
          
            
            

          

          
            -33-

            
              

            

          

          
            
            

          

           

          vive the termination of this Agreement and the payment
            of the
            Loans and all other amounts payable hereunder.

        

         

        2.12.    Taxes.
          

         

        (a)    All
          payments
          made by the Borrower under this Agreement shall be made free and clear
          of, and
          without deduction or withholding for or on account of, any present or future
          income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
          or withholdings, now or hereafter imposed, levied, collected, withheld
          or
          assessed by any Governmental Authority, excluding net income taxes and
          franchise
          taxes (imposed in lieu of net income taxes) imposed on the Administrative
          Agent
          or any Lender as a result of a present or former connection between the
          Administrative Agent or such Lender and the jurisdiction of the Governmental
          Authority imposing such tax or any political subdivision or taxing authority
          thereof or therein (other than any such connection arising solely from
          the
          Administrative Agent or such Lender having executed, delivered or performed
          its
          obligations or received a payment under, or enforced, this Agreement or
          any
          other Loan Document). If any such non-excluded taxes, levies, imposts,
          duties,
          charges, fees, deductions or withholdings (“Non-Excluded
          Taxes”)
          or
          Other Taxes are required to be withheld from any amounts payable to the
          Administrative Agent or any Lender hereunder, the amounts so payable to
          the
          Administrative Agent or such Lender shall be increased to the extent necessary
          to yield to the Administrative Agent or such Lender (after payment of all
          Non-Excluded Taxes and Other Taxes) interest or any such other amounts
          payable
          hereunder at the rates or in the amounts specified in this Agreement,
provided,
          however,
          that
          the Borrower shall not be required to increase any such amounts payable
          to any
          Lender with respect to any Non-Excluded Taxes (i) that are attributable
          to such
          Lender’s failure to comply with the requirements of paragraph (d) or (e) of this
          Section or (ii) that are United States withholding taxes imposed on amounts
          payable to such Lender at the time the Lender becomes a party to this Agreement,
          except to the extent that such Lender’s assignor (if any) was entitled, at the
          time of assignment, to receive additional amounts from the Borrower with
          respect
          to such Non-Excluded Taxes pursuant to this paragraph.

         

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

         

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

         

        (d)    Each
          Lender
          (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of
          the Code (a “Non-U.S.
          Lender”)
          shall
          deliver to the Borrower and the Administrative Agent (or, in the case of
          a
          Participant, to the Lender from which the related participation shall have
          been
          purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN
          or
          Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from
          U.S.
          federal withholding tax under Section 871(h) or 881(c) of the Code with
          respect
          to payments of “portfolio interest”, a statement substantially in the form of
Exhibit G
          and a
          Form W-8BEN, or any subsequent versions thereof or successors thereto,
          properly
          completed and duly executed by such Non-U.S. Lender claiming complete exemption
          from U.S. federal withholding tax on all payments by the Borrower under
          this
          Agreement and the other Loan Documents. Such forms shall be delivered by
          each
          Non-U.S. Lender on or before the date it becomes a 

         

        
          
            
            

          

          
            -34-

            
              

            

          

          
            
            

          

           

          party
            to
            this Agreement (or, in the case of any Participant, on or before the
            date such
            Participant purchases the related participation). In addition, each Non-U.S.
            Lender shall deliver such forms promptly upon the obsolescence or invalidity
            of
            any form previously delivered by such Non-U.S. Lender. Each Non-U.S.
            Lender
            shall promptly notify the Borrower at any time it determines that it
            is no
            longer in a position to provide any previously delivered certificate
            to the
            Borrower (or any other form of certification adopted by the U.S. taxing
            authorities for such purpose). The inability of a Non-U.S. Lender (or
            a
            Transferee) to deliver any form pursuant to this Section 2.12(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 2.12(d) and accordingly
            the
            indemnities to which such Person is entitled pursuant to this Section
            2.12 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 2.12(d), the sole consequence of such failure
            to
            deliver as a result of such inability shall be that the indemnity described
            in
            Section 2.12(a) hereof for any Non-Excluded Taxes shall not be available
            to such
            Lender or Transferee with respect to the period that would otherwise
            be covered
            by such form.

        

         

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

         

        (f)    Any
          Lender
          (or Transferee) claiming any indemnity payment or additional amounts payable
          pursuant to Section 2.12(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 2.12 shall survive the termination of this Agreement
          and the payment of the Loans and all other amounts payable
          hereunder.

         

        2.13.    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 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 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 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 for the period from the date of such prepayment or of such
          failure
          to borrow to the last day of such Interest Period (or, in the case of a
          failure
          to borrow, 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 Spread 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.
          As a
          condition to receiving any compensation pursuant to this Section, the Lender
          must submit to the Borrower 

         

        
          
            
            

          

          
            -35-

            
              

            

          

          
            
            

          

           

          an Officers’ Certificate certifying as to any additional
            amounts payable pursuant to this Section (with a copy to the Administrative
            Agent). Such certificate shall be conclusive in the absence of manifest
            error.
            This covenant shall survive the termination of this Agreement and the
            payment of
            the Loans and all other amounts payable hereunder.

        

         

        2.14.    Change
          of
          Lending Office.
          Each
          Lender agrees that, upon the occurrence of any event giving rise to the
          operation of Section 2.11 or 2.12(a) or (b) 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 2.14 shall affect or postpone any of the obligations
          of
          any Borrower or the rights of any Lender pursuant to Section 2.11 or
          2.12(a).

         

        2.15.    Repayment
          of Loans.
          The
          Borrower shall repay all outstanding Loans on the Loan Maturity Date (subject
          to
          the proviso to the definition of “Loan Maturity Date”).

         

        2.16.    Replacement
          of
          Lenders.
          The
          Borrower shall be permitted to replace any Lender that (a) requests
          reimbursement for amounts owing pursuant to Section 2.11 or 2.12(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 2.14 so as to eliminate the continued need for payment of
          amounts
          owing pursuant to Section 2.11 or 2.12(a), (iv) the replacement financial
          institution shall purchase all Loans and other amounts owing to such replaced
          Lender on or prior to the date of replacement at a price equal to the principal
          amount thereof plus accrued interest and fees, (v) the Borrower shall be
          liable
          to such replaced Lender under Section 2.13 if any Loan owing to such replaced
          Lender shall be purchased other than on the last day of the Interest Period
          relating thereto, (vi) the replacement financial institution, if not already
          a
          Lender, shall be reasonably satisfactory to the Administrative Agent, (vii)
          until such time as such replacement shall be consummated, the Borrower
          shall pay
          all additional amounts (if any) required pursuant to Section 2.11 or 2.12(a),
          as
          the case may be, and (viii) any such replacement shall not be deemed
          to be
          a waiver of any rights that the Borrower, the Administrative Agent or any
          other
          Lender shall have against the replaced Lender.

         

        SECTION
          3.    REPRESENTATIONS
          AND
          WARRANTIES OF THE LENDERS

         

        Each
          Lender that is party hereto on the Closing Date or that becomes a transferee
          under Section 9.6 represents and warrants to the Loan Parties as of the
          date
          hereof (or as of the date of transfer, as applicable) as follows:

         

                (a) Such
          Lender intends to make (or, in the case of a transferee acquire) the Loan
          and
          acquire its Note for its own account (subject to the provisions of Sections
          9.6(b) and 9.6(c) of the Credit Agreement) and not with a view to any sale
          or
          transfer that would violate the registration requirements of the Securities
          Act.

        


        (b) Such
          Lender understands that (i) the Loans and Notes have not been registered
          under
          the Securities Act, (ii) the Loans and Notes are being issued in a transaction
          that does not require registration under the Securities Act and (iii) the
          Loans
          and Notes are subject to the transfer and assignment provisions contained
          in
          Sections 9.6(b) and 9.6(c) of the Credit Agreement.

        


        
          
            
            

          

          
            -36-

            
              

            

          

          
            
            

          

        

        
           

          (c) Such
            Lender is either (i) an IAI, (ii) a QIB or (iii) (in the case of a Lender
            that
            is a party hereto on the Closing Date) is sophisticated with respect
            to
            decisions to acquire assets of the type represented by the Loans and
            Notes and
            is experienced in acquiring assets of such type.

           

        

        SECTION
          4.    REPRESENTATIONS
          AND
          WARRANTIES
          OF THE
          LOAN PARTIES

         

        To
          induce
          the Administrative Agent and the Lenders to enter into this Agreement and
          to
          make the Loans, the Borrower and the Guarantor hereby jointly and severally
          represent and warrant to the Administrative Agent and each Lender
          that:

         

        4.1.    Financial
          Condition.
          The
          audited consolidated balance sheet of the Borrower as at December 31, 2004,
          and
          the unaudited consolidated balance sheets of the Borrower at March 31,
          and June
          30, 2005 and the related audited (or unaudited in the case of the periods
          ended
          March 31 and June 30, 2005) consolidated statements of operations and cash
          flows
          for the fiscal year (or period, as the case may be) ended on such date,
          have
          been prepared based on the best information available to the Borrower as
          of the
          date of delivery thereof, and present fairly the consolidated financial
          condition of the Borrower as at such date, and the consolidated results
          of its
          operations and its consolidated cash flows for the period then ended. All
          such
          financial statements, including the related schedules and notes thereto,
          have
          been prepared in accordance with GAAP applied consistently throughout the
          periods involved (except as approved by KPMG and disclosed therein). The
          Borrower and its Subsidiaries do not have, as of such date, any material
          Guarantee Obligations, contingent liabilities and liabilities for taxes,
          or any
          long-term leases or unusual forward or long-term commitments, including
          any
          interest rate or foreign currency swap or exchange transaction or other
          obligation in respect of derivatives, that are not reflected in such financial
          statements.

         

        4.2.    No
          Change.
          Since
          December 31, 2004, 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
          the Borrower and its Subsidiaries (a) except in the case of any
          Shell
          Subsidiary, is duly organized, validly existing and in good standing under
          the
          laws of the jurisdiction of its organization, (b) has the power and authority,
          and the legal right, to own and operate its property, to lease the property
          it
          operates as lessee and to conduct the business in which it is currently
          engaged,
          (c) is duly qualified as a foreign entity and in good standing under the
          laws of
          each jurisdiction where its ownership, lease or operation of property or
          the
          conduct of its business requires such qualification and (d) is in compliance
          with all Requirements of Law, in each case with respect to clauses (b),
          (c) and
          (d), except as could not, in the aggregate, reasonably be expected to have
          a
          Material Adverse Effect.

         

        4.4.    Power;
          Authorization; Enforceable Obligations.
          Each
          Loan Party has the power and authority, and the legal right, to make, deliver
          and perform the Loan Documents to which it is (or is to become) 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 (or is to become) a party and, in the case
          of the
          Borrower, to authorize the borrowings on the terms and conditions of this
          Agreement. No consent or authorization of, filing with, notice to or other
          act
          by or in respect of, any Governmental Authority or any other Person is
          required
          in connection with the borrowings hereunder or with the execution, delivery,
          performance, validity or enforceability of this Agreement or any of the
          Loan
          Documents, other than those that have been obtained or made and are in
          full
          force and effect. This Agreement (when executed) will have been duly executed
          and delivered on behalf of each Loan Party party thereto. This Agreement
          constitutes, and each other Loan Document upon execution 

         

        
          
            
            

          

          
            -37-

            
              

            

          

          
            
            

          

           

          will constitute, a valid and legally binding obligation
            of
            each Loan Party party thereto, enforceable against each such Loan Party
            in
            accordance with its terms, except as enforceability may be limited by
            applicable
            bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
            the
            enforcement of creditors’ rights generally and by general equitable principles
            (whether enforcement is sought by proceedings in equity or at law).

           

        

        4.5.    No
          Legal
          Bar.
          The
          execution, delivery and performance of this Agreement and the other Loan
          Documents, the borrowings hereunder and the use of the proceeds thereof,
          and the
          consummation of each of the transactions referred to in Section 5.1 (including
          the execution, delivery and performance of each of the agreements referred
          to
          therein), will not violate any Requirement of Law or any material Contractual
          Obligation of any Designated Holding Company, the Borrower or any of its
          Subsidiaries and will not result in, or require, the creation or imposition
          of
          any Lien on any of their respective properties or revenues pursuant to
          any
          Requirement of Law or any such Contractual Obligation (other than the Liens
          permitted by Section 6.13).

         

        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 any Loan Party 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
          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 Borrower and its Subsidiaries has marketable title 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 Liens not prohibited by Section
          6.13.

         

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

         

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

         

        
          
            
            

          

          
            -38-

            
              

            

          

          
            
            

          

          
             

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

          

        

         

        4.12.    Labor
          Matters.
          Except
          as, in the aggregate, could not reasonably be expected to have a Material
          Adverse Effect: (a) there are no strikes or other labor disputes against
          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.

         

        4.15.    [Intentionally
          Omitted].

         

        4.16.    Use
          of
          Proceeds.
          The
          proceeds of the Loans shall be used to maintain a cash balance at the Borrower
          or for a purpose that meets the requirements of clause (a)(iii) or (b)
          of the
          definition of “Qualified Indebtedness” under the Credit Agreement. The Exchange
          Notes, when issued, shall constitute “Qualified Indebtedness” under the Credit
          Agreement. 

         

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

         

        (a)    the
          facilities and properties owned, leased or operated by the Borrower or
          any of
          its Subsidiaries (the “Properties”) do not contain, and have not previously
          contained, any Materi-

         

        
          
            
            

          

          
            -39-

            
              

            

          

          
            
            

          

           

          als
            of Environmental Concern in amounts or concentrations or under
            circumstances that constitute or constituted a violation of, or could
            give rise
            to liability under, any Environmental Law;

           

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

        

         

        (c)    Materials
          of
          Environmental Concern have not been transported or disposed of from the
          Properties in violation of, or in a manner or to a location that could
          give rise
          to liability under, any Environmental Law, nor have any Materials of
          Environmental Concern been generated, treated, stored or disposed of at,
          on or
          under any of the Properties in violation of, or in a manner that could
          give rise
          to liability under, any applicable Environmental Law;

         

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

         

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

         

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

         

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

         

        (c)    (i)
          there is
          not pending or, to the best knowledge of the
          Borrower, threatened, any action by the FCC to revoke, cancel, suspend
          or refuse
          to renew any FCC License held by the  

        
          
            
            

          

          
            -40-

            
              

            

          

          
            
            

          

           

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

        

         

        (d)    there
          is not
          issued or outstanding or, to the best knowledge of the
          Borrower, threatened, any notice of any hearing, violation or complaint
          against
the
          Borrower or any of its Subsidiaries with respect to the operation of any
          portion
          of the CATV Systems and
          the
          Borrower has no knowledge that any Person intends to contest renewal of
          any
          Authorization.

         

        4.19.    Accuracy
          of Information, Etc.
          he
          information, other than projections, contained in this Agreement, the other
          Loan
          Documents, and the other documents, certificates or statements 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, do not, when taken
          with all
          other such statements and SEC reports, contain any untrue statement of
          a
          material fact or omit to state a material fact necessary to make the statements
          contained herein or therein, in light of the circumstances under which
          they were
          made, not misleading. 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 an SEC report 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.    Solvency.
          The
          Borrower and its Subsidiaries, taken as a whole, are, and after giving
          effect to
          the financing transactions referred to herein will be, Solvent.

         

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

         

        4.22.    No
          Burdensome Restrictions.
          No
          Contractual Obligation of any Loan Party could reasonably be expected to
          have a
          Material Adverse Effect.

         

        4.23.    Refinancings.
          Each
          Loan Party has the power, authority and legal right, and has taken all
          necessary
          action, to authorize the execution, delivery and performance of all Exchange
          Documents, and CCI has engaged the Investment Bank (as defined in the Fee
          Letter) on the terms and conditions required thereby.

         

        SECTION
          5.    CONDITIONS
          PRECEDENT

         

        5.1.    Conditions
          to Effectiveness.
          The
          effectiveness of this Agreement on the Closing Date is subject to the
          satisfaction of each of the following conditions precedent:

         

        (a)    Credit
          Agreement; Notes.
          This
          Agreement shall have been executed and delivered by the Agents, the Borrower,
          the Guarantor and the Lenders and each Lender shall have received a Note,
          duly
          completed.

         

        (b)    Payment
          of
          Fees, Expenses, Etc.
          The
          Borrower shall have paid all fees and expenses (i) required to be
          paid
          herein for which invoices have been presented or (ii) as otherwise
          agreed
          to be paid on the Closing Date. The Fee Letter shall have been executed
          and
          delivered by the parties thereto.

         

        
          
            
            

          

          
            -41-

            
              

            

          

          
            
            

          

              

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

          

        

         

        (d)    Legal
          Opinions.
          On the
          Closing Date, the Administrative Agent shall have received the legal opinions
          of
          (i) the in-house counsel of the Borrower, (ii) Gibson, Dunn & Crutcher LLP,
          counsel to the Borrower and (iii) Cole, Raywid & Braverman, L.L.P., special
          regulatory counsel to the Borrower, in each case in form and substance
          reasonably satisfactory to the Administrative Agent.

         

        (e)    Closing
          Certificate; Certified Certificate of Incorporation; Good Standing
          Certificates.
          The
          Administrative Agent shall have received (i) a certificate of each
          Loan
          Party, dated the Closing Date, substantially in the form of Exhibit C,
          with
          appropriate insertions and attachments, including the certificate of
          incorporation of each Loan Party that is a corporation certified by the
          relevant
          authority of the jurisdiction of organization of each Loan Party, and
          (ii) a long form good standing certificate for each Loan Party from
          its
          jurisdiction of organization.

         

        5.2.    Conditions
          to Each Loan.
          The
          agreement of each Lender to make any Loan requested to be made by it on
          any date
          is subject to the satisfaction of each 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 Loans requested to be made on such
          date.

         

        (c)    Credit
          Agreement
          Both
          before and after giving effect to such borrowing, the conditions to borrowing
          under the Credit Agreement shall then be satisfied with the terms and conditions
          of such Credit Agreement being those in effect on the Closing Date; provided
          that (i)
          amendments or waivers with respect to Section 7.1 of the Credit Agreement
          shall
          be given effect and (ii) the condition to borrowing set forth in Section
          5.2(a)
          of the Credit Agreement need not be satisfied with respect to the
          representations and warranties contained in Section 4.20 of the Credit
          Agreement.

         

        (d)    Officers’
          Certificate.
          Each
          Lender shall have received an Officers’ Certificate to the effect set forth in
Exhibit 5.2(d),
          appropriately completed.

         

        Each
          request for a borrowing by the Borrower hereunder shall constitute a
          representation and warranty by the Borrower as of the date of such request
          and
          as of the date of the making of such Loan that the conditions contained
          in this
          Section 5.2 have been satisfied.

         

        SECTION
          6.    COVENANTS

         

        The
          Borrower hereby agrees that, from and after the Closing Date so long as
          the
          Commitments remain in effect, or any Loan or other amount is owing to any
          Lender
          or any Agent hereunder, the following covenants shall apply:

         

        
          
            
            

          

          
            -42-

            
              

            

          

          
            
            

          

          
             

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

          

        

         

        The
          Borrower shall comply with all of its agreements contained in the Fee Letter,
          including the paragraph thereof relating to Securities (as defined in the
          Fee
          Letter). The Borrower shall use the net cash proceeds received by it from
          the
          sale of any Securities (as defined in the Fee Letter) to repay the Loans
          and/or
          Exchange Notes to the extent required hereby and thereby.

         

        6.2.    Reports.
          The
          Borrower shall furnish to the Lenders the following, within the time periods
          specified in the SEC’s rules and regulations, including:

         

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

         

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

         

        (3)    prior
          to the
          Covenant Date, promptly, such additional financial and other information
          as any
          Lender may from time to time reasonably request.

         

        Notwithstanding
          anything in this Agreement to the contrary, information required to be
          delivered
          pursuant to this Section 6.2 or Section 6.3 (i) may be delivered by e-mail
          and
          (ii) shall be deemed to have been delivered on the date on which Borrower
          provides notice (including, notice by e-mail) to Administrative Agent (which
          notice Administrative Agent will convey promptly to the Lenders) that such
          information has been posted on the SEC’s website on the Internet at http://www.sec.gov
          or at
          another website identified in such notice and accessible by the Lenders
          without
          charge; provided
          that
          such notice may be included in a certificate delivered pursuant to
          Section 6.3.

         

        6.3.    Compliance
          Certificate.
          

         

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

         

        
          
            
            

          

          
            -43-

            
              

            

          

          
            
            

          

          
             

            (b)    Prior
              to the
              Covenant Date, so long as not contrary to the then current recommendations
              of
              the American Institute of Certified Public Accountants, the year-end
              financial
              statements delivered pursuant to Section 6.2 above shall be accompanied
              by a
              written statement of the Borrower’s independent public accountants (each of whom
              shall be a firm of established national reputation) that in making
              the
              examination necessary for certification of such financial statements,
              nothing
              has come to their attention that would lead them to believe that the
              Borrower
              has violated any provisions of this Article 6 or, if any such
              violation has occurred, specifying the nature and period of existence
              thereof,
              it being understood that such accountants shall not be liable directly
              or
              indirectly to any Person for any failure to obtain knowledge of any
              such
              violation. In the event that, after the Borrower has used its reasonable
              best
              efforts to obtain the written statement of the Borrower’s independent public
              accountants required by the provisions of this paragraph, such statement
              cannot
              be obtained, the Borrower shall deliver, in satisfaction of its obligations
              under this Section 6.3(b), an Officers’ Certificate (i) certifying that it has
              used its reasonable best efforts to obtain such required statement
              but was
              unable to do so and (ii) attaching the written statement of the Borrower’s
              accountants that the Borrower received in lieu thereof.

          

        

         

        (c)    The
          Borrower
          shall deliver to the Administrative Agent, forthwith upon any Officer of
          the
          Borrower becoming aware of any Default or Event of Default, an Officers’
          Certificate specifying such Default or Event of Default and what action
          the
          Borrower is taking or proposes to take with respect thereto.

         

        6.4.    Taxes,
          etc.

         

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

         

        (b)    Prior
          to
          the Covenant Date, the Borrower will comply, and shall cause each of its
          Restricted Subsidiaries to comply, in all material respects with the
          requirements of all Laws and all orders, writs, injunctions and decrees
          applicable to it or to its business or properties except if the failure
          to
          comply therewith could not reasonably be expected to result in a material
          adverse effect on the Borrower and its Restricted Subsidiaries, taken as
          a
          whole.

         

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

         

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

         

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


         

        
          
            
            

          

          
            -44-

            
              

            

          

          
            
            

          

           

          in
            Equity Interests (other than Disqualified Stock) of the Borrower, or
            (y) in the case of the Borrower and its Restricted Subsidiaries,
            to the
            Borrower or a Restricted Subsidiary thereof);

           

          (b)    purchase,
            redeem or otherwise acquire or retire for value (including in connection
            with
            any merger or consolidation involving the Borrower or any of its Restricted
            Subsidiaries) any Equity Interests of the Borrower or any direct or indirect
            Parent of the Borrower or any Restricted 

          Subsidiary
            of the Borrower (other than, in the case of the Borrower and its Restricted
            Subsidiaries, any such Equity Interests owned by the Borrower or any
            of its
            Restricted Subsidiaries); or

        

         

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

         

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

         

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

         

        (2) the
          Borrower would, at the time of such Restricted Payment and after giving
          pro
          forma effect thereto as if such Restricted Payment had been made at the
          beginning of the applicable quarter period, have been permitted to incur
          at
          least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test
          set
          forth in the first paragraph of Section 6.9; and

         

        (3) such
          Restricted Payment, together with the aggregate amount of all other Restricted
          Payments made by the Borrower and its Restricted Subsidiaries from and
          after the
          Senior Notes Closing Date (excluding Restricted Payments permitted by clauses
          (2), (3), (4), (5), (6), (7), (8) and (9) of the next succeeding paragraph),
          shall not exceed, at the date of determination, the sum of:

         

        (a) an
          amount
          equal to 100% of the Consolidated EBITDA of the Borrower for the period
          beginning on the first day of the fiscal quarter commencing October 1,
          2003 to
          the end of the Borrower’s most recently ended full fiscal quarter for which
          internal financial statements are available, taken as a single accounting
          period, less the product of 1.3 times the Consolidated Interest Expense
          of the
          Borrower for such period, plus

         

        (b) an
          amount
          equal to 100% of Capital Stock Sale Proceeds less any amount of such Capital
          Stock Sale Proceeds used in connection with an Investment made on or after
          the
          Closing Date pursuant to clause (5) of the definition of “Permitted
          Investments,”plus

         

        (c) $100
          million.

         

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

         

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

         

         

        
          
            
            

          

          
            -45-

            
              

            

          

          
            
            

          

          
             

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

          

        

         

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

         

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

         

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

         

        (6) [RESERVED];

         

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

         

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

         

        (9) additional
          Restricted Payments directly or indirectly to CCH II or any other Parent
          (i)
          regardless of whether a Default (other than a Default under Section 7.1(a),
          (b) or (g) or (h)) exists, for the purpose of enabling Charter Holdings,
          CIH,
          CCH I, CCH II and/or any Charter Refinancing Subsidiary to pay interest
          when due
          on Indebtedness under the Charter Holdings Indentures, the CCH II Indentures,
          the CCH I Indenture, the CIH Indenture and/or any Charter Refinancing
          Indebtedness, (ii) for the purpose of enabling CCI and/or any Charter
          Refinancing Subsidiary to pay interest when due on Indebtedness under the
          CCI
          Indentures and/or any Charter Refinancing Indebtedness and (iii) so long
          as the
          Borrower would have been permitted, at the time of such Restricted 

         

        
          
            
            

          

          
            -46-

            
              

            

          

          
            
            

          

           

          Payment
            and after giving pro forma effect thereto as if such Restricted
            Payment had been made at the beginning of the applicable quarter period,
            to
            incur at least $1.00 of additional Indebtedness pursuant to the Leverage
            Ratio
            test set forth in the first paragraph of Section
            6.9, (A) to the extent required to enable CCH II, CCH I, CIH, Charter
            Holdings,
            CCI or any Charter Refinancing Subsidiary to defease, redeem, repurchase,
            prepay, repay, discharge or otherwise acquire or retire Indebtedness
            under the
            CCH II Indentures, the CCH I Indenture, the CIH Indenture, the Charter
            Holdings
            Indentures, the CCI Indentures or any Charter Refinancing Indebtedness
            (including any expenses incurred by any Parent in connection therewith)
            or (B)
            consisting of purchases, redemptions or other acquisitions by the Borrower
            or
            its Restricted Subsidiaries of Indebtedness under the CCH II Indentures,
            the CCH
            I Indenture, the CIH Indenture, the Charter Holdings Indentures, the
            CCI
            Indentures or any Charter Refinancing Indebtedness (including any expenses
            incurred by the Borrower and its Restricted Subsidiaries in connection
            therewith) and the distribution or loan to or investment in any Parent
            of
            Indebtedness so purchased, redeemed or acquired.

        

         

        Notwithstanding
          the foregoing provisions of this Section 6.6, prior to the Covenant Date,
          Borrower shall not make, or permit any of its Restricted Subsidiaries to
          make,
          directly or indirectly, any Restricted Payments other than:

         

        (A) under
          (and subject to the provisions of) clauses (4), (5), (7) and (8), and sub
          clauses (i) and (ii) of clause (9) of the immediately foregoing paragraph;
          

         

        (B) 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
          cash on
          hand and the cash proceeds of such issuance, sale or incurrence sufficient
          to
          pay such amounts, (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 $5,000,000 in any fiscal year; 

         

        (C)
           so
          long
          as no Default or Event of Default is then in existence, the Borrower and
          its
          Restricted Subsidiaries may make Restricted Payments to the extent that
          they
          result from, or are, the transactions described in clause (1) of the definition
          of Specified Offering (including, by way of example, the distribution to
          any
          Parent of (i) any of the securities referred to in such clause (1) that
          are
          acquired by the Borrower or any of its Subsidiaries or (ii) amounts required
          to
          defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire
          or
          retire any such securities); and

         

        (D) so
          long
          as no Default or Event of Default is then in existence, additional Restricted
          Payments that, when taken together with any Restricted Investment permitted
          under the last paragraph of Section 6.7, do not exceed $50.0 million in
          the
          aggregate. 

         

        It
          is
          understood that (i) if the provisions of clauses (A), (B), (C) or (D) are
          met,
          the Borrower and its Restricted Subsidiaries may make the Restricted Payments
          described therein irrespective of whether or not the conditions in clauses
          (1),
          (2) or (3) of the first paragraph of this Section 6.6 are satisfied, and
          (ii)
          for purposes of determining, at any time on and after the Covenant Date,
          the
          availability under the baskets set forth in the first two paragraphs of
          this
          Section 6.6, any such Restricted Payments made pursuant to 

         

        
          
            
            

          

          
            -47-

            
              

            

          

          
            
            

          

        

         

        clauses
          (B), (C) and (D) of this paragraph, prior to the Covenant Date, shall be
          treated
          as though they had been made pursuant to the first two paragraphs of this
          Section 6.6 without giving any effect to this third paragraph of this Section
          6.6.

         

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

         

        Not
          later
          than the date of making any Restricted Payment involving an amount or fair
          market value in excess of $10 million, the Borrower shall deliver to the
          Administrative Agent an Officers’ Certificate stating that such Restricted
          Payment is permitted and setting forth the basis upon which the calculations
          required by this Section 6.6 were computed, together with a copy of any
          fairness
          opinion or appraisal required by this Agreement.

         

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

         

        (1)    make
          any
          Restricted Investment; or

         

        (2)    allow
          any of
          its Restricted Subsidiaries to become an Unrestricted Subsidiary,

        unless,
          in each case:

         

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

         

         (b)    the
          Borrower
          would, at the time of, and after giving effect to, such Restricted Investment
          or
          such designation of a Restricted Subsidiary as an Unrestricted Subsidiary,
          have
          been permitted to incur at least $1.00 of additional Indebtedness pursuant
          to
          the Leverage Ratio test set forth in the first paragraph of Section
          6.9.

         

        After
          the
          Covenant Date, an Unrestricted Subsidiary may be redesignated as a Restricted
          Subsidiary if such redesignation would not cause a Default.

         

        Notwithstanding
          the foregoing provisions of this Section 6.7, prior to the Covenant Date,
          Restricted Investments by the Borrower and its Restricted Subsidiaries
          shall
          only be permitted to be made in an amount, when taken together with any
          Restricted Payments made under clause (D) of the third paragraph of Section
          6.6,
          not to exceed $50.0 million in the aggregate. 

         

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

         

        (1)    pay
          dividends
          or make any other distributions on its Capital Stock to the Borrower or
          any of
          its Restricted Subsidiaries, or with respect to any other interest or
          participation 

         

        
          
            
            

          

          
            -48-

            
              

            

          

          
            
            

          

                  

                  in,
            or measured by,
            its profits, or pay any Indebtedness owed to the Borrower or any of its
            Restricted Subsidiaries;

        

         

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

         

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

         

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

         

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

         

        (B) this
          Agreement and the Exchange Notes;

         

        (C) applicable
          law;

         

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

         

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

         

        (F) purchase
          money obligations for property acquired in the ordinary course of business
          that
          impose restrictions on the property so acquired of the nature described
          in
          clause (3) of the preceding paragraph;

         

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

         

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

         

        (I) Liens
          securing Indebtedness or other obligations otherwise permitted to be incurred
          under Section 6.13 that limit the right of the Borrower or any of its Restricted
          Subsidiaries to dispose of the assets subject to such Lien;

         

        
          
            
            

          

          
            -49-

            
              

            

          

          
            
            

          

           

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

             

          

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

        

         

        (L) restrictions
          contained in the terms of Indebtedness or Preferred Stock permitted to
          be
          incurred under Section 6.9; provided
          that
          such restrictions are not materially more restrictive, taken as a whole,
          than
          the terms contained in the most restrictive, together or individually,
          of the
          Credit Facilities and other Existing Indebtedness as in effect on the Closing
          Date; and

         

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

         

        6.9.     Incurrence
          of Indebtedness and Issuance of Preferred Stock. The Borrower shall not, and
          shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
          create, incur, issue, assume, guarantee or otherwise become directly or
          indirectly liable, contingently or otherwise, with respect to (collectively,
          “incur”) any Indebtedness (including Acquired Debt) and the Borrower
          shall not issue any Disqualified Stock and shall not permit any of its
          Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred
          Stock; provided that the Borrower or any of its Restricted Subsidiaries
          may incur Indebtedness, the Borrower may issue Disqualified Stock and subject
          to
          the final paragraph of this covenant below, Restricted Subsidiaries of
          the
          Borrower may issue Preferred Stock if the Leverage Ratio of the Borrower
          and its
          Restricted Subsidiaries would have been not greater than 4.5 to 1.0 determined
          on a pro forma basis (including a pro forma application of the net
          proceeds therefrom), as if the additional Indebtedness had been incurred,
          or the
          Disqualified Stock or Preferred Stock had been issued, as the case may
          be, at
          the beginning of the most recently ended fiscal quarter.

         

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

         

        (1)    the
          incurrence by the Borrower and its Restricted Subsidiaries of Indebtedness
          under
          Credit Facilities; provided
          that the
          aggregate principal amount of all Indebtedness of the Borrower and its
          Restricted Subsidiaries outstanding under this clause (1) for all Credit
          Facilities of the Borrower and its Restricted Subsidiaries after giving
          effect
          to such incurrence does not exceed an amount equal to $9.75 billion less
          the
          aggregate amount
          of
          all Net Proceeds from Asset Sales applied by the Borrower or any of its
          Restricted Subsidiaries to repay any such Indebtedness under
          a
          Credit Facility pursuant to Section 6.10;

         

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

         

        (3)    the
          incurrence by the Borrower and the Guarantor of Indebtedness under this
          Agreement, and any refinancings thereof represented by the Exchange Notes
          and
          any Securities (as defined in the Fee Letter);

         

        (4)    the
          incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness
          represented by Capital Lease Obligations, mortgage financings or purchase
          money
          obliga-

         

        
          
            
            

          

          
            -50-

            
              

            

          

          
            
            

          

           

          tions,
            in each case, incurred for the purpose of financing all or any
            part of the purchase price or cost of construction or improvement (including
            the
            cost of design, development, construction, acquisition, transportation,
            installation, improvement, and migration) of Productive Assets of the
            Borrower or any of its Restricted Subsidiaries, in an aggregate principal
            amount
            not to exceed, together with any related Permitted Refinancing Indebtedness
            permitted by clause (5) below, $75 million at any time
            outstanding;

        

         

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

         

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

         

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

         

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

         

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

         

        (8)    the
          guarantee
          by the Borrower or any of its Restricted Subsidiaries of Indebtedness of
          a
          Restricted Subsidiary of the Borrower that was permitted to be incurred
          by
          another provision of this Section 6.9;

         

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

         

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

         

        For
          purposes of determining compliance with this Section 6.9, any Indebtedness
          under
          Credit Facilities outstanding on the Closing Date shall be deemed to have
          been
          incurred pursuant to clause (1) above and, in the event that an item of
          proposed
          Indebtedness (other than any Indebtedness initially deemed on the Closing
          Date
          to be incurred under clause (1) above) (a) meets the criteria of more than
          one
          of the categories of Permitted Debt described in clauses (1) through (10)
          above
          or (b) is entitled to be incurred pursuant to the first paragraph of this
          covenant, the Borrower shall be permitted to classify and from time to
          time to
          reclassify such item of Indebtedness in any manner that complies with this
          cove-

         

        
          
            
            

          

          
            -51-

            
              

            

          

          
            
            

          

           

          nant.
            Once any item of Indebtedness is so reclassified, it shall no longer
            be deemed
            outstanding under the category of Permitted Debt, where initially incurred
            or
            previously reclassified. For avoidance of doubt, Indebtedness incurred
            pursuant
            to a single agreement, instrument, program, facility or line of credit
            may be
            classified as Indebtedness arising in part under one of the clauses listed
            above
            or under the first paragraph of this covenant, and in part under any
            one or more
            of the other clauses listed above, to the extent that such Indebtedness
            satisfies the criteria for such classification.

        

         

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

         

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

         

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

         

        Notwithstanding
          the foregoing provisions of this Section 6.9, prior to the Covenant Date,
          the
          following additional limitations shall apply:

         

        (1) the
          Borrower and its Restricted Subsidiaries shall not be permitted to incur
          any
          Indebtedness under clause (9) of the second paragraph of this Section 6.9;
          

         

        (2) the
          Indebtedness permitted to be incurred under clause (1) of the second paragraph
          of this Section 6.9 shall be limited to (x) borrowings under the Credit
          Agreement outstanding on the Closing Date and (y) Revolving Loans under
          the
          Credit Agreement in an aggregate amount not to exceed (when added together
          with
          any Revolving Loans outstanding on the Closing Date) $1.5 billion;
          and

         

        (3) Indebtedness
          may not be incurred to refinance Indebtedness of CCI or any of its Subsidiaries,
          provided that this clause (3) shall not prohibit (i) the transactions described
          in clause (1) of the definition of Specified Offering or clause (5) of
          the first
          paragraph of this Section 6.9, to the extent it relates to Indebtedness
          permitted by clause (4) of the first paragraph of this Section 6.9 or (ii)
          refinancings of Loans and Exchange Notes through (x) the issuance of Exchange
          Notes as contemplated by this Agreement and/or Securities (as defined in
          the Fee
          Letter) as con-

         

        
          
            
            

          

          
            -52-

            
              

            

          

          
            
            

          

              

              templated
            by the Fee
            Letter or (y) other Indebtedness, the net proceeds of which are used
            to repay,
            all Loans and Exchange Notes and all other monetary obligations
            hereunder.

        

        
           

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

           

        

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

         

        (2)
          such
          fair
          market value is determined by the Board of Directors of the Borrower and
          evidenced by a resolution of such Board of Directors set forth in an Officers’
          Certificate delivered to the Administrative Agent; and

         

        (3)
          at
          least
          75% of the consideration therefor received by the Borrower or such Restricted
          Subsidiary is in the form of cash, Cash Equivalents or readily marketable
          securities.

         

        For
          purposes of this Section 6.10, each of the following shall be deemed to
          be
          cash:

         

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

         

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

         

        (c)    Productive
          Assets.

         

        Within
          18
          months after the receipt of any Net Proceeds from an Asset Sale, the Borrower
          or
          a Restricted Subsidiary thereof shall apply an amount equal to such Net
          Proceeds
          at its option:

         

        (1) to
          repay
          debt under Credit Facilities or any other Indebtedness of the Restricted
          Subsidiaries of the Borrower (other than Indebtedness represented solely
          by a
          guarantee of a Restricted Subsidiary of the Borrower); 

         

        (2) to
          invest
          in Productive Assets; provided that any such amount of Net Proceeds which
          the
          Borrower or a Restricted Subsidiary thereof has committed to invest in
          Productive Assets within 18 months of the applicable Asset Sale may be
          invested
          in Productive Assets within two years of such Asset Sale; or

         

        (3) to
          repay
          the Loans and repurchase Exchange Notes in accordance with Section 2.5(b).
          

         

        6.11.    Sale
          and
          Leaseback Transactions.
          The
          Borrower shall not, and shall not permit any of its Restricted Subsidiaries
          to,
          enter into any sale and leaseback transaction; provided
          that the
          Borrower and its Restricted Subsidiaries may enter into a sale and leaseback
          transaction if:

         

        
          
            
            

          

          
            -53-

            
              

            

          

          
            
            

          

                                             

          (1)    the Borrower or such Restricted
            Subsidiary could
            have

           

          (a)    incurred
            Indebtedness in an amount equal to the Attributable Debt relating to
            such sale
            and leaseback transaction under the Leverage Ratio test in the first
            paragraph
            of Section 6.9 and

           

          (b)    incurred
            a
            Lien to secure such Indebtedness pursuant to Section 6.13 or the definition
            of
            Permitted Liens; and

           

          (2)    the
            transfer
            of assets in that sale and leaseback transaction is permitted by, and
            the
            Borrower or such Restricted Subsidiary applies the proceeds of such transaction
            in compliance with, Section 6.10.

        

         

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

         

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

         

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

         

        (2)    the
          Borrower
          delivers to the Administrative Agent:

         

        (a)    with
          respect
          to any Affiliate Transaction, or series of related Affiliate Transactions,
          involving aggregate consideration given or received by the Borrower or
          any such
          Restricted Subsidiary in excess of $15 million, a resolution of the Board
          of
          Directors of the Borrower or CCI set forth in an Officers’ Certificate
          certifying that such Affiliate Transaction complies with this Section 6.12
          and
          that such Affiliate Transaction has been approved by a majority of the
          members
          of such Board of Directors; and

         

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

         

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

         

        (1) any
          existing employment agreements and employee benefit arrangements (including
          stock purchase or option agreements, deferred compensation plans, and
          retirement, savings or similar plans) entered into by the Borrower or any
          of its
          Subsidiaries and any employment agreements and employee benefit arrangements
          entered into by the Borrower or any of its Restricted Subsidiaries in the
          ordinary course of business;

         

         

        
          
            
            

          

          
            -54-

            
              

            

          

          
            
            

          

           

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

           

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

        

         

        (4) payment
          of Management Fees;

         

        (5) Restricted
          Payments that are permitted by Section 6.6 and Restricted Investments that
          are
          permitted by Section 6.7;

         

        (6) Permitted
          Investments; 

         

        (7) transactions
          pursuant to agreements existing on the Closing Date, as in effect on the
          Closing
          Date, or as subsequently modified, supplemented, or amended, to the extent
          that
          any such modifications, supplements or amendments comply with the applicable
          provisions of the first paragraph of this Section 6.12; and

         

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

         

        6.13.    Liens.
          The
          Borrower shall not, directly or indirectly, create, incur, assume or suffer
          to
          exist any Lien of any kind securing Indebtedness, Attributable Debt or
          trade
          payables on any asset of the Borrower, whether owned on the Closing Date
          or
          thereafter acquired, except Permitted Liens.

         

        6.14.    Existence.
          Subject
          to Section 6.16, the Borrower shall do or cause to be done all things necessary
          to preserve and keep in full force and effect (i) its limited liability
          company
          existence, and the corporate, partnership or other existence of each of
          its
          Subsidiaries, in accordance with the respective organizational documents
          (as the
          same may be amended from time to time) of the Borrower or any such Subsidiary
          and (ii) the rights (charter and statutory), licenses and franchises of
          the
          Borrower and its Subsidiaries; provided,
          however,
          that
          the Borrower shall not be required to preserve any such right, license
          or
          franchise, or the corporate, partnership or other existence of any of its
          Subsidiaries (other than Guarantor), if the Board of Directors of the Borrower
          shall determine that the preservation thereof is no longer desirable in
          the
          conduct of the business of the Borrower and its Subsidiaries, taken as
          a whole,
          and that the loss thereof is not likely to result in a material adverse
          effect
          on the Borrower and its Restricted Subsidiaries taken as a whole.

         

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

         

        (1)    such
          Restricted Subsidiary simultaneously executes and delivers a supplemental
          indenture providing for the Guarantee (a “Subsidiary Guarantee”) of the payment
          of the Loans or the Exchange Notes by such Restricted Subsidiary
          and

         

        (2)    until
          one
          year after all the Exchange Notes and Loans have been paid in full in cash,
          such
          Restricted Subsidiary waives and will not in any manner whatsoever claim
          or take
          the benefit or advantage of, any rights of reimbursement, indemnity or
          subrogation or any other rights against the Borrower or any other Restricted
          Subsidiary thereof as a result of any payment by such Restricted Subsidiary
          under its Subsidiary Guarantee; 

         

        
          
            
            

          

          
            -55-

            
              

            

          

          
            
            

          

        

        
           

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

           

        

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

         

        6.16.    Payments
          for Consent.
          The
          Borrower shall not, and shall not permit any of its Subsidiaries to, directly
          or
          indirectly, pay or cause to be paid any consideration to or for the benefit
          of
          any Lender for or as an inducement to any consent, waiver or amendment
          of any of
          the terms or provisions of this Agreement or the Notes unless such consideration
          is offered to be paid to all Lenders that consent, waive or agree to amend
          in
          the time frame set forth in the documents relating to such consent, waiver
          or
          amendment.

         

        6.17.    Merger,
          Consolidation, or Sale of Assets.
          The
          Borrower may not, directly or indirectly: 

         

        (1)    consolidate
          or merge with or into another Person or 

         

        (2)    sell,
          assign,
          transfer, convey or otherwise dispose of all or substantially all of its
          properties or assets, in one or more related transactions, to another Person;
          unless: 

         

        (a)    either:

         

        (i)    the
          Borrower
          is the surviving Person; or 

         

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

         

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

         

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

         

        (d)    the
          Borrower
          or the Person formed by or surviving any such consolidation or merger (if
          other
          than the Borrower) will, on the date of such transaction after giving pro
          forma
          effect thereto and any related financing transactions as if the same had
          occurred at the beginning of the applicable period,

         

        (x) be
          permitted to incur at least $1.00 of additional Indebtedness pursuant to
          the
          Leverage Ratio test set forth in the first paragraph of Section 6.9;
          or

         

        
          
            
            

          

          
            -56-

            
              

            

          

          
            
            

          

        

        
          (y) have
            a
            Leverage Ratio immediately after giving effect to such consolidation
            or merger
            no greater than the Leverage Ratio immediately prior to such consolidation
            or
            merger;

           

          provided
            that,
            prior to the Covenant Date, the Borrower or such surviving Person must
            meet the
            requirements of sub clause (x) above. 

           

        

        The
          foregoing clause (d) shall not apply, after the Covenant Date, to a sale,
          assignment, transfer, conveyance or other disposition of assets between
          the
Borrower
          and any of its Wholly-Owned Restricted Subsidiaries. 

         

        Upon
          any
          consolidation or merger, or any sale, assignment, transfer, lease, conveyance
          or
          other disposition of all or substantially all of the assets of the Borrower
          in
          accordance with this Section 6.17, the successor Person formed by such
          consolidation or into which the Borrower is merged or to which such transfer
          is
          made shall succeed to and (except in the case of a lease) be substituted
          for,
          and may exercise every right and power of, the Borrower under this Agreement
          with the same effect as if such successor Person had been named herein
          as the
          Borrower, and (except in the case of a lease) the Borrower shall be released
          from the obligations under the Notes and this Agreement, except with respect
          to
          any obligations that arise from, or are related to, such
          transaction.

         

        6.18.    Exchange
          Notes.

         

        (a)    The
          Borrower
          shall, as promptly as practicable upon the reasonable request of the
          Administrative Agent at any time on or after the Initial Borrowing Date,
          (i) select a bank or trust company, reasonably acceptable to the
          Administrative Agent, to act as Exchange Note Trustee, (ii) complete,
          and
          enter into, the Exchange Documents and (iii) cause counsel to the
          Borrower
          to deliver to the Administrative Agent an executed legal opinion in form
          and
          substance customary for a transaction of that type to be mutually agreed
          upon by
          the Borrower and the Administrative Agent (including with respect to due
          authorization, execution and delivery; validity; and enforceability of
          the
          Exchange Documents).

         

        (b)    The
          Borrower
          will, on or prior to the fifth (5th) Business Day following the written
          request
          (the “Exchange
          Request”)
          of the
          holder of any Loan (or beneficial owner of a portion thereof), on or after
          the
          Initial Maturity Date:

         

        (i)    execute
          and
          deliver, cause each other Loan Party, if any, to execute and deliver, and
          cause
          the Exchange Note Trustee to execute and deliver, the Exchange Note Documents
          if
          such Exchange Note Documents have not previously been executed and delivered;
          and

         

        (ii)    execute
          and
          deliver to such holder or beneficial owner in accordance with the Exchange
          Note
          Indenture an applicable Exchange Note dated the date of the issuance of
          such
          Exchange Note and bearing interest as set forth therein in exchange for
          such
          Loan, payable to the order of such holder or owner, as the case may be,
          in the
          same principal amount as such Loan (or portion thereof) being exchanged,
          with
          accrued and unpaid interest on such Exchange Note being equal to the then
          accrued and unpaid interest (if any) on the Loan so being exchanged,
          (provided
          that (x)
          in the case of a holder of a Note, such holder must return its Note issued
          hereunder before it may receive an Exchange Note and (y) a Lender who is
          an
          original signatory hereto and its Affiliates may only receive Series A
          Exchange
          Notes unless upon receipt thereof, such holder is transferring such Exchange
          Notes to a Person who is not an original signatory hereto or an Affiliate
          thereof).

         

        
          
            
            

          

          
            -57-

            
              

            

          

          
            
            

          

          
             

            The
              Exchange Request shall specify the principal amount of the Loans to
              be exchanged
              pursuant to this Section 6.18. 

             

            (c)    Upon
              the
              Covenant Date, each Loan that is not then due or subject to repayment
              under
              Section 2.5 shall be automatically exchanged for a Series A Exchange
              Note, such
              Exchange Note to be dated the Covenant Date and bearing interest as
              set forth in
              such Exchange Note, to be payable to its holder or its registered assignee,
              as
              the case may be, and to be in the same principal amount as such Loan
              (or
              portion thereof) being exchanged, with accrued and unpaid interest
              on such
              Exchange Note being equal to the then accrued and unpaid interest (if
              any) on
              the Loan so being exchanged. The Borrower shall take any steps of the
              nature of
              those set forth in clause (b) that are necessary to effectuate such
              exchange.

          

        

         

        (d)    Loans
          exchanged for Exchange Notes under this Section 6.18 shall be deemed repaid
          and
          the Exchange Notes shall be governed by and construed in accordance with
          the
          terms of the Exchange Note Indenture.

         

        SECTION
          7. EVENTS OF DEFAULT

         

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

         

        (a)    default
          for
          30 consecutive days in the payment when due: (x) of interest on the Loans
          or
          (y) of amounts due under the Fee Letter;

         

        (b)    default
          in
          payment when due of the principal of the Loans;

         

        (c)    (i) the
          representations or warranties set forth in Sections 4.4,
          4.16 or 4.23 shall prove to have been inaccurate in any material respect
          on or
          as of the date made or deemed made or (ii) failure by the Borrower
          or any
          of its Restricted Subsidiaries to comply (x) with the provisions of
          Sections 4.16 or (y) with the provisions of the paragraph of the
          Fee Letter
          relating to Securities (as defined in the Fee Letter);

         

        (d)    failure
          by
          the Borrower or any of its Restricted Subsidiaries for 30 consecutive days
          after
          written notice thereof has been given to the Borrower by the Administrate
          Agent
          or to the Borrower and the Administrative Agent by the Required Lenders
          to
          comply with any of its other covenants or agreements in this
          Agreement;

         

        (e)    default
          under
          any mortgage, indenture or instrument under which there may be issued or
          by
          which there may be secured or evidenced any Indebtedness for money borrowed
          by
          the Borrower or any of its Restricted Subsidiaries (or the payment of which
          is
          guaranteed by the Borrower or any of its Restricted Subsidiaries) whether
          such
          Indebtedness or guarantee now exists or is created after the Closing Date,
          if
          that default:

         

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

         

        (ii)    results
          in
          the acceleration of such Indebtedness prior to its express
          maturity,

         

        and,
          in
          each case, the principal amount of any such Indebtedness, together with
          the
          principal amount of any other such Indebtedness under which there has been
          a
          Payment Default or the maturity of which has been so accelerated, aggregates
          $100 million or more;

         

        
          
            
            

          

          
            -58-

            
              

            

          

          
            
            

          

        

        
           

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

           

        

        (g)    (i) any
          Designated Holding Company (but only if on or prior to the Covenant Date),
          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 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 its assets or any Designated Holding
          Company
          (but only if on or prior to the Covenant Date), the Borrower or any of
          its
          Subsidiaries shall make a general assignment for the benefit of its creditors;
          or (ii) there shall be commenced against any Designated Holding Company
          (but
          only if on or prior to the Covenant Date), the Borrower or any of its
          Subsidiaries any case, proceeding or other action of a nature referred
          to in
          clause (i) above that (A) results in the entry of an order for relief or
          any
          such adjudication or appointment or (B) remains undismissed, undischarged
          or
          unbonded for a period of 60 days; or (iii) there shall be commenced against
          any
          Designated Holding Company (but only if on or prior to the Covenant Date),
          the
          Borrower or any of its Subsidiaries any case, proceeding or other action
          seeking
          issuance of a warrant of attachment, execution, distraint or similar process
          against all or any substantial part of its assets that results in the entry
          of
          an order for any such relief that shall not have been vacated, discharged,
          or
          stayed or bonded pending appeal within 60 days from the entry thereof;
          or (iv)
          any Designated Holding Company (but only if on or prior to the Covenant
          Date),
          the Borrower or any of its Subsidiaries shall take any action in furtherance
          of,
          or indicating its consent to, approval of, or acquiescence in, any of the
          acts
          set forth in clause (i), (ii), or (iii) above; or (v) any Designated Holding
          Company (but only if on or prior to the Covenant Date), 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)    a
          Change of
          Control shall have occurred and be continuing;

         

        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, the Commitments
          shall immediately terminate and the Loans hereunder (with accrued interest
          thereon) and all other amounts owing under this Agreement shall immediately
          become due and payable, and (B) if such event is any other Event of Default,
          either or both of the following actions may be taken: (i) with the consent
          of
          the Required Lenders, the Administrative Agent may, or upon the request
          of the
          Required Lenders, the Administrative Agent shall, by notice to the Borrower
          declare the Commitments to be terminated forthwith, whereupon the Commitments
          shall immediately terminate; and (ii) with the consent of the Required
          Lenders,
          the Administrative Agent may, or upon the request of the Required Lenders,
          the
          Administrative Agent shall, by notice to the Borrower, declare the Loans
          hereunder (with accrued interest thereon) and all other amounts owing under
          this
          Agreement to be due and payable forthwith, whereupon the same shall immediately
          become due and payable. Except as expressly provided above in this Section
          7,
          presentment, demand, protest and all other notices of any kind are hereby
          expressly waived by the Borrower. Notwithstanding anything to the contrary
          contained herein, if a Loan has been accelerated pursuant to the provisions
          of
          this Section 7, its maturity shall not be subject to extension without
          the
          consent of the Required Lenders. 

         

        
          
            
            

          

          
            -59-

            
              

            

          

          
            
            

          

        

        
           

          SECTION
            8.    THE
            AGENTS

           

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

        

         

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

         

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

         

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

         

        
          
            
            

          

          
            -60-

            
              

            

          

          
            
            

          

           

          Loan
            Documents in accordance with a request of the Required Lenders (or, if
            so
            specified by this Agreement, all Lenders), and such request and any action
            taken
            or failure to act pursuant thereto shall be binding upon all the Lenders
            and all
            future holders of the Loans.

          
             

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

          

        

         

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

         

        8.7.    Indemnification.
          The
          Lenders agree to indemnify each Agent in its capacity as such (to the extent
          not
          reimbursed by the Borrower and without limiting the obligation of the Borrower
          to do so), ratably according to their respective Commitments and Loans
          on the
          date on which indemnification is sought under this Section 8.7 (or if the
          Loans
          shall have been paid in full and the Commitments have been terminated,
          ratably
          in accordance with their respective Commitments and Loans immediately prior
          to
          such date), from and against any and all liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or disbursements
          of any kind whatsoever that may at any time (whether before or after the
          payment
          of the Loans) be imposed on, incurred by or asserted against such Agent
          in any
          way relating to or arising out of, the Commitments, this Agreement, any
          of the
          other Loan Documents or any documents contemplated by or referred to herein
          or
          therein or the transactions contemplated hereby or thereby or any action
          taken
          or omitted by such Agent under or in connection with any of the foregoing;
          provided
          that no
          Lender shall be liable for the payment of any portion of such liabilities,
          obligations, losses, damages, penalties, actions, judgments, suits, costs,
          expenses or disbursements that are found by a final and nonappealable decision
          of a court of competent jurisdiction to have resulted from 

         

        
          
            
            

          

          
            -61-

            
              

            

          

          
            
            

          

           

          such Agent’s gross negligence or willful misconduct. The
            agreements in this Section 8.7 shall survive the payment of the Loans
            and all
            other amounts payable hereunder.

           

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

        

         

        8.9.    Successor
          Administrative Agent.
          The
          Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
          the Lenders and the Borrower. If the Administrative Agent shall resign
          as
          Administrative Agent under this Agreement and the other Loan Documents,
          then the
          Required Lenders shall appoint from among the Lenders a successor agent
          for the
          Lenders, which successor agent shall (unless an Event of Default under
          Section
          7(a) or Section 7(g) with respect to the Borrower shall have occurred and
          be
          continuing) be subject to approval by the Borrower (which approval shall
          not be
          unreasonably withheld or delayed), whereupon such successor agent shall
          succeed
          to the rights, powers and duties of the Administrative Agent, and the term
          “Administrative Agent” shall mean such successor agent effective upon such
          appointment and approval, and the former Administrative Agent’s rights, powers
          and duties as Administrative Agent shall be terminated, without any other
          or
          further act or deed on the part of such former Administrative Agent or
          any of
          the parties to this Agreement or any holders of the Loans. If no successor
          agent
          has accepted appointment as Administrative Agent by the date that is 30
          days
          following a retiring Administrative Agent’s notice of resignation, the retiring
          Administrative Agent’s resignation shall nevertheless thereupon become
          effective, and the Lenders shall assume and perform all of the duties of
          the
          Administrative Agent hereunder until such time, if any, as the Required
          Lenders
          appoint a successor agent as provided for above. After any retiring
          Administrative Agent’s resignation as Administrative Agent, the provisions of
          this Section 8 shall inure to its benefit as to any actions taken or omitted
          to
          be taken by it while it was Administrative Agent under this Agreement and
          the
          other Loan Documents.

         

        8.10.    Other
          Agents.
          The
          joint lead arrangers and joint bookrunners, and the documentation agent,
          shall
          have no duties or responsibilities hereunder in their capacities as
          such.

         

        SECTION
          9.    MISCELLANEOUS

      

       

      
        
          9.1.    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 9.1. The Required Lenders and each Loan Party party to the
            relevant
            Loan Document may, or, with the written consent of the Required Lenders,
            the
            Administrative Agent and each Loan Party party to the relevant Loan Document
            may, from time to time, (a) enter into written amendments, supplements
            or
            modifications hereto and to the other Loan Documents for the purpose
            of adding
            any provisions to this Agreement or the other Loan Documents or changing
            in any
            manner the rights of the Lenders or of the Loan Parties hereunder or
            thereunder
            or (b) waive, on such terms and conditions as the Required Lenders or
            the
            Administrative Agent, as the case may be, may specify in such instrument,
            any of
            the requirements of this Agreement or the other Loan Documents or any
            Default or
            Event of Default and its consequences; provided,
            however,
            that no
            such waiver and no such amendment, supplement or modification shall (i)
            without
            the consent of all the Lenders, forgive the principal amount or extend
            the Loan
            Maturity Date, 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) without
            the

           

          
            
              
              

            

            
              -62-

              
                

              

            

            
              
              

            

             

            consent of all the Lenders, eliminate or reduce
              any voting
              rights under this Section 9.1 or reduce any percentage specified
              in the
              definition of Required Lenders, (iii) without the consent of each Lender
              directly affected thereby, consent to the assignment or transfer by
              the Borrower
              of any of its rights and obligations under this Agreement and the other
              Loan
              Documents, (iv) amend, modify or waive any provision of Section 8
              without the written consent of the Administrative Agent or (v) without
              the
              consent of all the Lenders, release the Guarantor from its obligations
              under the
              Loan Documents. 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. Amendments or modifications to the Exchange Note Indenture
              that, by the
              terms thereof, can be made without the consent of holders of Exchange
              Notes,
              will not require any additional consent under this Section 9.1. For
              the
              avoidance of doubt, this Section 9.1 shall not apply after the Covenant
              Date.


          

        

         

        9.2.    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 the Borrower and the Administrative Agent, and as set forth
          in an
          administrative questionnaire delivered to the Administrative Agent in the
          case
          of the Lenders, or to such other address as may be hereafter notified by
          the
          respective parties hereto:

         

        
          
            	
                    Any
                      Loan Party:

                  	
                    c/o
                      Charter Communications, Inc.

                    12405
                      Powerscourt Drive

                    St.
                      Louis, Missouri 63131

                    Attention:
                      General Counsel and Corporate Secretary

                    Telecopy:
                      (314) 965-8793

                  
	 	
                     

                    with
                      a copy to:

                     

                    Gibson,
                      Dunn & Crutcher LLP

                    200
                      Park Avenue

                    New
                      York, NY 10016

                    Telecopier
                      No.: (212) 351-4008

                    Attention:
                      Joerg Esdorn, Esq.

                  
	
                     

                    The
                      Administrative Agent:

                  	
                     

                    JPMorgan
                      Chase Bank

                    1111
                      Fannin Street, 10th
                      Floor

                    Houston,
                      Texas 77002

                    Attention:
                      Shadia Aminu

                    Telecopy:
                      (713) 750-2358

                    Telephone:
                      (713) 750-7933

                  


          

           

        

        
          
            
            

          

          
            -63-

            
              

            

          

          
            
            

          

           

          
             

            
              	 	
                       

                      with
                        a copy to:

                       

                      J.P.
                        Morgan Securities Inc.

                      270
                        Park Avenue, 4th
                        Floor

                      New
                        York, New York 10017

                      Attention:
                        Tracey Ewing

                      Telecopy:
                        (212) 270-5127

                      Telephone:
                        (212) 270-8916

                    


            

            


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

             

            9.3.    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.

          

        

         

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

         

        9.5.    Payment
          of
          Expenses and Taxes.
          The
          Borrower agrees (a) to pay or reimburse the Administrative Agent for all
          its
          reasonable out-of-pocket costs and expenses incurred in connection with
          the
          development, preparation and execution of, and any amendment, supplement
          or
          modification to, or waiver or forbearance of, this Agreement and the other
          Loan
          Documents and any other documents prepared in connection herewith or therewith,
          and the consummation and administration of the transactions contemplated
          hereby
          and thereby, including the reasonable fees and disbursements of not more
          than
          one firm of counsel to the Administrative Agent, (b) to pay or reimburse
          each
          Lender and each Agent for all its costs and expenses incurred in connection
          with
          the enforcement or during the continuance of a Default preservation of
          any
          rights, privileges, powers or remedies under this Agreement, the other
          Loan
          Documents and any such other documents, including the fees and disbursements
          of
          one firm of counsel selected by the Administrative Agent, together with
          any
          special or local counsel, to the Administrative Agent and not more than
          one
          other firm of counsel to the Lenders, (c) to pay, indemnify, and hold each
          Lender and each Agent harmless from, any and all recording and filing fees
          and
          any and all liabilities with respect to, or resulting from any delay in
          paying,
          stamp, excise and other taxes, if any, that may be payable or determined
          to be
          payable in connection with the execution and delivery of, or consummation
          or
          administration of any of the transactions contemplated by, or any amendment,
          supplement or modification of, or any waiver or consent under or in respect
          of,
          this Agreement, the other Loan Documents and any such other documents,
          (d) if
          any Event of Default shall have occurred, to pay or reimburse all reasonable
          fees and expenses of a financial advisor engaged on behalf of, or for the
          benefit of, the Agents and the Lenders accruing from and after the occurrence
          of
          such Event of Default, (e) to pay, indemnify, and hold each Lender, each
          Agent,
          their advisors and affiliates and their respective officers, directors,
          trustees, employees, agents and controlling persons (each, an “Indemnitee”)
          harmless from and against any and all other liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, expenses or disbursements
          of any kind or nature whatsoever with respect to the execution, delivery,
          enforcement, performance and administration of this Agreement, the other
          Loan
          Documents and any such other documents, including any of the foregoing
          relating
          to the use of proceeds of the Loans or the violation of, non-

         

        
          
            
            

          

          
            -64-

            
              

            

          

          
            
            

          

           

          compliance with or liability under, any Environmental
            Law
            applicable to the operations of the Borrower any of its Subsidiaries
            or any of
            the Properties and the reasonable fees and expenses of legal counsel
            in
            connection with claims, actions or proceedings by any Indemnitee against
            any
            Loan Party under any Loan Document, and (f) to pay, indemnify, and hold
            each
            Indemnitee harmless from and against any actual or prospective claim,
            litigation, investigation or proceeding relating to any of the matters
            described
            in clauses (a) through (d) above, whether based on contract, tort or
            any other
            theory (including any investigation of, preparation for, or defense of
            any
            pending or threatened claim, investigation, litigation or proceeding,
            and
            regardless of whether such claim, investigation, litigation or proceeding
            is
            brought by any Loan Party, its directors, shareholders or creditors or
            an
            Indemnitee, whether or not any Indemnitee is a party thereto) and the
            reasonable
            fees and expenses of legal counsel in connection with any such claim,
            litigation, investigation or proceeding (all the foregoing in clauses (e)
            and (f), collectively, the “Indemnified
            Liabilities”),
            provided
            that the
            Borrower shall have no obligation hereunder to any Indemnitee with respect
            to
            Indemnified Liabilities to the extent such Indemnified Liabilities are
            found by
            a final non-appealable decision of a court of competent jurisdiction
            to have
            resulted from the gross negligence or willful misconduct of such Indemnitee.
            Without limiting the foregoing,
            and to the extent permitted by applicable law, the Borrower agrees not
            to assert
            and to cause its Subsidiaries not to assert, and hereby waives and agrees
            to
            cause its Subsidiaries to so waive, all rights for contribution or any
            other
            rights of recovery with respect to all claims, demands, penalties, fines,
            liabilities, settlements, damages, costs and expenses of whatever kind
            or
            nature, under or related to Environmental Laws, that any of them might
            have by
            statute or otherwise against any Indemnitee. All amounts due under this
            Section 9.5 shall be payable not later than 15 days after written
            demand
            therefor. Statements payable by the Borrower pursuant to this Section 9.5
            shall be submitted at the address of the Borrower set forth in Section 9.2,
            or to such other Person or address as may be hereafter designated by
            the
            Borrower in a written notice to the Administrative Agent. The agreements
            in this
            Section 9.5 shall survive repayment of the Loans and all other amounts
            payable
            hereunder.

        

         

        
          9.6.    Successors
            and Assigns; Participations and Assignments.

           

          (a)    The
            provisions of this Agreement shall be binding upon and inure to the benefit
            of
            the parties hereto and their respective successors and assigns permitted
            hereby,
            except that (i) the Borrower may not assign or otherwise transfer any
            of its
            rights or obligations hereunder without the prior written consent of
            each Lender
            (and any attempted assignment or transfer by the Borrower without such
            consent
            shall be null and void) and (ii) no Lender may assign or otherwise transfer
            its
            rights or obligations hereunder except in accordance with this Section
            9.6.

           

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

           

          (A) the
            Borrower (such consent not to be unreasonably withheld), provided
            that no
            consent of the Borrower shall be required for an assignment to (I) a
            Lender or
            an affiliate of a Lender, or (II) if an Event of Default has occurred
            and is
            continuing, any other Person; and

           

          (B) the
            Administrative Agent (such consent not to be unreasonably withheld),
            provided
            that no
            consent of the Administrative Agent shall be required for an assignment
            to a
            Lender or an Affiliate of a Lender.

           

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

           

          
            
              
              

            

            
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              (A) except
                in
                the case of an assignment of the entire remaining amount of the assigning
                Lender’s Commitments or Loans the amount of the Commitments or Loans of
                the
                assigning Lender subject to each such assignment (determined as of
                the date the
                Assignment and Assumption with respect to such assignment is delivered
                to the
                Administrative Agent) shall not be less than $5,000,000 ($1,000,000
                if the
                Assignee is a Lender or an affiliate of a Lender);

               

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

               

              (C) the
                Assignee, if it shall not be a Lender, shall (if requested by the
                Administrative
                Agent) deliver to the Administrative Agent an administrative
                questionnaire.

               

              (iii) Subject
                to acceptance and recording thereof pursuant to paragraph (b)(iv)
                below,
                from and after the effective date specified in each Assignment and
                Assumption
                the Assignee thereunder shall be a party hereto and, to the extent
                of the
                interest assigned by such Assignment and Assumption, have
                the
                rights and obligations of a Lender under this Agreement, and the
                assigning
                Lender thereunder shall, to the extent of the interest assigned by
                such
                Assignment and Assumption, be released from its obligations under
                this Agreement
                (and, in the case of an Assignment and Assumption covering all of
                the assigning
                Lender’s rights and obligations under this Agreement, such Lender shall
                cease to
                be a party hereto but shall continue to be entitled to the benefits
                of
                Sections 2.11, 2.12, 2.13 and 9.5). Any assignment or transfer
                by a Lender
                of rights or obligations under this Agreement that does not comply
                with this
                Section 9.6 shall be treated for purposes of this Agreement as a
                sale by such
                Lender of a participation in such rights and obligations in accordance
                with
                paragraph (c) of this Section.

            

          

           

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

           

          (v) Upon
            its
            receipt of a duly completed Assignment and Assumption executed by an
            assigning
            Lender and an Assignee, the Assignee’s completed administrative questionnaire
            (unless the Assignee shall already be a Lender hereunder), the processing
            and
            recordation fee referred to in paragraph (b) of this Section 9.6
            and any
            written consent to such assignment required by paragraph (b) of this
            Section
            9.6, the Administrative Agent shall accept such Assignment and Assumption
            and
            record the information contained therein in the Register. No assignment
            shall be
            effective for purposes of this Agreement unless it has been recorded
            in the
            Register as provided in this paragraph.

           

          (c)    (i)
            Any
            Lender may, without the consent of the Borrower or the Administrative
            Agent,
            sell participations to one or more Persons that are (or the Lender reasonably
            believes are) QIBs or IAIs (a “Participant”)
            in all
            or a portion of such Lender’s rights and obligations under this Agreement
            (including all or a portion of its Commitments and the Loans owing to
            it);
provided
            that
            (A) such Lender’s obligations under this Agreement shall remain unchanged,
            (B) such Lender shall remain solely responsible to the other parties
            hereto
            for the performance of such obligations and (C) the Borrower,
            the
            Administrative Agent, the Issuing Lender and the other Lenders shall
            continue to
            deal solely and directly with such Lender in connection with such Lender’s
            rights and obligations under this Agreement. Any agreement pursuant to
            which a
            Lender sells such a participation shall provide that such Lender shall
            retain
            the sole right to enforce this Agreement and to approve any amendment,
            modification or waiver of any provi-

           

          
            
              
              

            

            
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            sion of this Agreement; provided
              that
              such agreement may provide that such Lender will not, without the consent
              of the
              Participant, agree to any amendment, modification or waiver that (1)
              requires
              the consent of each Lender directly affected thereby pursuant to the
              proviso to
              the second sentence of Section 9.1 and (2) directly affects such Participant.
              Subject to paragraph (c)(ii) of this Section 9.6, the Borrower agrees
              that each
              Participant shall be entitled to the benefits of Sections 2.11, 2.12,
              2.13 and
              9.5 to the same extent as if it were a Lender and had acquired its
              interest by
              assignment pursuant to paragraph (b) of this Section 9.6. To the extent
              permitted by law, each Participant also shall be entitled to the benefits
              of
              Section 9.7(b) as though it were a Lender; provided
              such
              Participant shall be subject to Section 9.7(a) as though it were a
              Lender.

          

          
             

            (ii) A
              Participant shall not be entitled to receive any greater payment under
              Section
              2.11 or 2.12 than the applicable Lender would have been entitled to
              receive with
              respect to the participation sold to such Participant, unless the sale
              of the
              participation to such Participant is made with the Borrower’s prior written
              consent. Any Participant that is a Non-U.S. Lender shall not be entitled
              to the
              benefits of Section 2.12 unless such Participant complies with
              Section
              2.12(d).

          

           

          (d)    Any
            Lender
            may at any time pledge or assign a security interest in all or any portion
            of
            its rights under this Agreement to secure obligations of such Lender,
            including
            any pledge or assignment to secure obligations to a Federal Reserve Bank,
            and
            this Section shall not apply to any such pledge or assignment of a security
            interest; provided
            that no
            such pledge or assignment of a security interest shall release a Lender
            from any
            of its obligations hereunder or substitute any such pledgee or Assignee
            for such
            Lender as a party hereto.

           

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

           

          (f)    Notwithstanding
            the
            foregoing, any Conduit Lender may assign any or all of the Loans it may
            have
            funded hereunder to its designating Lender without the consent of the
            Borrower
            or the Administrative Agent and without regard to the limitations set
            forth in
            Section 9.6(b). Each of the Borrower, each Lender and the Administrative
            Agent
            hereby confirms that it will not institute against a Conduit Lender or
            join any
            other Person in instituting against a Conduit Lender any bankruptcy,
            reorganization, arrangement, insolvency or liquidation proceeding under
            any
            state bankruptcy or similar law, for one year and one day after the payment
            in
            full of the latest maturing commercial paper note issued by such Conduit
            Lender;
provided,
            however,
            that
            each Lender designating any Conduit Lender hereby agrees to indemnify,
            save and
            hold harmless each other party hereto for any loss, cost, damage or expense
            arising out of its inability to institute such a proceeding against such
            Conduit
            Lender during such period of forbearance.

           

          (g)    In
            connection
            with exercising its consent under Section 9.6(b)(i)(A) above, the Borrower
            may
            request such reasonable certificates and other instruments from the assignee,
            as
            are customary, to establish that the assignee is a QIB or an IAI and
            may require
            that the assignee make the representations and warranties set forth in
            Section
            3. 

           

          9.7.    Adjustments;
            Set-off.

           

          (a)    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
            clause (g) of Section 7 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
            

           

          
            
              
              

            

            
              -67-

              
                

              

            

            
              
              

            

             

            shall purchase for cash from the other Lenders
              a participating
              interest in such portion of the amounts owing to each such other Lender
              hereunder, or shall provide such other Lenders with the benefits of
              any such
              collateral, as shall be necessary to cause such Benefitted Lender to
              share the
              excess payment or benefits of such collateral ratably with each of
              the Lenders;
provided,
              however,
              that if
              all or any portion of such excess payment or benefits is thereafter
              recovered
              from such Benefitted Lender, such purchase shall be rescinded, and
              the purchase
              price and benefits returned, to the extent of such recovery, but without
              interest.

             

            (b)    In
              addition
              to any rights and remedies of the Lenders provided by law, each Lender
              shall
              have the right, without prior notice to the
              Borrower, any such notice being expressly waived by the
              Borrower to the extent permitted by applicable law, upon any amount
              becoming due
              and payable by the
              Borrower hereunder (whether at the stated maturity, by acceleration
              or
              otherwise), to set off and appropriate and apply against such amount
              any and all
              deposits (general or special, time or demand, provisional or final),
              in any
              currency, and any other credits, indebtedness or claims, in any currency,
              in
              each case whether direct or indirect, absolute or contingent, matured
              or
              unmatured, at any time held or owing by such Lender or any branch or
              agency
              thereof to or for the credit or the account of
              the
              Borrower, as
              the
              case may be. Each Lender agrees promptly to notify the Borrower and
              the
              Administrative Agent after any such setoff and application made by
              such Lender,
provided
              that the
              failure to give such notice shall not affect the validity of such setoff
              and
              application.

          

           

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

           

          9.9.    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.

           

          9.10.    Integration.
            This
            Agreement and the other Loan Documents represent the agreement of the
            Borrower,
            the Guarantor, 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.

           

          9.11.    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.

           

          9.12.    Submission
            to Jurisdiction; Waivers.
            Each
            Loan Party 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 

           

          
            
              
              

            

            
              -68-

              
                

              

            

            
              
              

            

             

            the
              State of New York, the courts of the United States for the Southern
              District of New York, and appellate courts from any
              thereof;

          

          
             

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

             

            (c)    agrees
              that
              service of process in any such action or proceeding may be effected
              by mailing a
              copy thereof by registered or certified mail (or any substantially
              similar form
              of mail), postage prepaid, to such Loan Party at its address set forth
              in
              Section 9.2 or at such other address of which the Administrative Agent
              shall
              have been notified pursuant thereto;

             

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



          (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.

        

         

        
          9.13.    Acknowledgments.
            Each
            Loan Party 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 any
            Loan
            Party or its Affiliates, arising out of or in connection with this Agreement
            or
            any of the other Loan Documents, and the relationship between the Agents
            and
            Lenders, on one hand, and the Loan Parties, 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 the Borrower and the Agents and the Lenders.

           

          9.14.    [Intentionally
            Omitted].

           

          9.15.    Confidentiality.
            Each
            Agent and each Lender agrees to keep confidential all non-public information
            provided to it by any Loan Party pursuant to this Agreement that is designated
            by such Loan Party as confidential; provided
            that
            nothing herein shall prevent any Agent or any Lender from disclosing
            any such
            information (a) to any Agent, any Lender or any affiliate of any Lender,
            (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
            creditor or direct or indirect contractual 

           

          
            
              
              

            

            
              -69-

              
                

              

            

            
              
              

            

             

            counterparty in swap agreements or such creditor
              or
              contractual counterparty’s professional advisor (so long as such contractual
              counterparty or professional advisor to such contractual counterparty
              agrees to
              be bound by the provisions of this Section 9.15).

          

          
             

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

             

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

          

           

          SECTION
            10.    GUARANTEE

           

          10.1.    Unconditional
            Guarantee.
            The
            Guarantor unconditionally guarantees that: (i) the principal of
            and
            interest on, and all other obligations with respect to, the Loans will
            be
            promptly paid in full when due, subject to any applicable grace period,
            whether
            at maturity, by acceleration or otherwise, and interest on the overdue
            principal, if any, and interest on any interest, to the extent lawful,
            of the
            Loans and all other obligations of the Borrower to the Agents and the
            Lenders
            hereunder will be promptly paid in full or performed, all in accordance
            with the
            terms hereof; and (ii) in case of any extension of time of payment
            of any
            Loans or of any such other obligations, the same will be promptly paid
            in full
            when due or performed in accordance with the terms of the extension,
            subject to
            any applicable grace period, whether at stated maturity, by acceleration
            or
            otherwise. The Guarantor agrees that its obligations hereunder shall
            be
            unconditional, irrespective of the validity, regularity or enforceability
            of
            this Agreement, the absence of any action to enforce the same, any waiver
            or
            consent with respect to any provisions hereof, the recovery of any judgment
            against the Borrower or any other circumstance which might otherwise
            constitute
            a legal or equitable discharge or defense of a guarantor (other than
            prior
            payment or performance of the relevant obligations). The Guarantor waives
            diligence, presentment, demand of payment, filing of claims with a court
            in the
            event of insolvency or bankruptcy of the Borrower, any right to require
            a
            proceeding first against the Borrower, protest, notice and all demands
            whatsoever and covenants that this guarantee will not be discharged except
            by
            complete performance of the obligations contained in the Notes, this
            Agreement
            and this guarantee, and waives any and all defenses available to a surety
            (other
            than payment in full). If any Lender or other person is required by any
            court or
            otherwise to return to the Borrower or the Guarantor, or any custodian,
            trustee,
            liquidator or other similar official acting in relation to the Borrower
            or the
            Guarantor, any amount paid by the Borrower or the Guarantor to the Lenders
            or
            such other person, this guarantee, to the extent theretofore discharged,
            shall
            be reinstated in full force and effect. The Guarantor further agrees
            that, as
            between the Guarantor, on the one hand, and the Lenders, on the other
            hand,
            (x) the maturity of the obligations guaranteed hereby may be accelerated
            as
            provided in Article 7 for the purposes of this guarantee, notwithstanding
            any stay, injunction or other prohibition preventing such acceleration
            in
            respect of the obligations guaranteed hereby, and (y) in the event
            of any
            acceleration of such obligations as provided in Article 7, such
            obligations
            (whether or not due and payable) shall forthwith become due and payable
            by the
            Guarantor for the purpose of this guarantee.
            It is
            understood that the obligations of the Guarantor hereunder are a guarantee
            of
            payment and not of performance. 

           

          10.2.    Waiver
            of
            Subrogation.
            Until
            all obligations hereunder are paid in full, the Guarantor irrevocably
            waives any
            claims or other rights which it may now or hereafter acquire against
            the
            Borrower that arise from the existence, payment, performance or enforcement
            of
            the Guarantor’s obligations under this Agreement, including any right of
            subrogation, reimbursement, exoneration or indemnification, 

           

          
            
              
              

            

            
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            and any right to participate in any claim or remedy
              of any
              person against the Borrower, whether or not such claim, remedy or right
              arises
              in equity, or under contract, statute or common law, including the
              right to take
              or receive from the Borrower, directly or indirectly, in cash or other
              property
              or by setoff or in any other manner, payment or security on account
              of such
              claim or other rights. If any amount shall be paid to the Guarantor
              in violation
              of the preceding sentence and the Loans and all other amounts hereunder
              shall
              not have been paid in full, such amount shall have been deemed to have
              been paid
              to the Guarantor for the benefit of, and held in trust for the benefit
              of, the
              Lenders and shall forthwith be paid to the Administrative Agent for
              the benefit
              of the Lenders, to be credited and applied upon all such obligations,
              whether
              matured or unmatured, in accordance with the terms of this Agreement.
              The
              Guarantor acknowledges that it will receive direct and indirect benefits
              from
              the financing arrangements contemplated by this Agreement and that
              the waiver
              set forth in this Section 10.2 is knowingly made in contemplation
              of such
              benefits.

             

          

          10.3.    Waiver
            of
            Stay, Extension or Usury Laws.
            The
            Guarantor covenants (to the extent that it may lawfully do so) that it
            will not
            at any time insist upon, plead, or in any manner whatsoever claim or
            take the
            benefit or advantage of, any stay or extension law or any usury law or
            other law
            that would prohibit or forgive it from performing its guarantee as contemplated
            herein, wherever enacted, now or at any time hereafter in force, or which
            may
            affect the covenants or the performance of this Agreement; and (to the
            extent
            that it may lawfully do so) the Guarantor hereby expressly waives all
            benefits
            or advantage of any such law, and covenants that it will not hinder,
            delay or
            impede the execution of any power herein granted to the Agents and the
            Lenders,
            but will suffer and permit the execution of every such power as though
            no such
            law had been enacted.

          



          
            
              
                


              

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

           

          CCO
            HOLDINGS, LLC, as Borrower

           

          By: s/s
            Thomas M. Degnan

          Name: Thomas
            M.
            Degnan

          Title: Vice-President,
            Treasury

           

          CCO
            HOLDINGS CAPITAL CORP., as Guarantor

           

          By: s/s
            Thomas M. Degnan

          Name: Thomas
            M.
            Degnan

          Title: Vice-President,
            Treasury

           

          JPMORGAN
            CHASE BANK, N.A., as Administrative Agent and Lender

           

          By: s/s
            Bernard J. Lillis

          Name:
            Bernard J. Lillis

          Title:
            Managing Director

           

          J.P.
            MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner

           

          By: s/s
            Bernard J. Lillis

          Name:
            Bernard J. Lillis

          Title:
            Managing Director

           

          CREDIT
            SUISSE, CAYMAN ISLANDS BRANCH, as Joint Lead Arranger, Joint Bookrunner
            and
            Lender

           

          By: s/s
            Alexis F. Maged and Sovonna Day-Goins

          
            Name:
              Alexis F. Maged and Sovonna Day-Goins

            Title:
              Managing Director /Director

             

          

          
            
              
              

            

            
              S-1

              
                

              

            

            
              
              

            

          

           

           

          DEUTSCHE
            BANK SECURITIES INC., as Documentation Agent 

           

          By: s/s
            Gregory Shefrin and Malcolm Morris

          Name:
            Gregory Shefrin and Malcolm Morris

          Title:
            Vice-President\Managing Director

           

          DEUTSCHE
            BANK AG CAYMAN ISLANDS BRANCH, as Lender 

           

          By: s/sAnca
            Trifan and Diane F. Rolfe

          Name:
            Anca Trifan and Diane F. Rolfe

          Title:
            Director/Vice-Presdent

          



          
            
              
                S-2

              

              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          


          SCHEDULE
            2.1(a)

          


          COMMITMENTS

          


          
            	
                    LENDER:

                  	
                    COMMITMENT:

                  
	
                     

                    JPMORGAN
                      CHASE BANK, N.A.

                  	
                     

                    $232,500,000

                  
	
                     

                    CREDIT
                      SUISSE, CAYMAN ISLANDS 

                    BRANCH

                  	
                     

                     

                    $232,500,000

                  
	
                     

                    DEUTSCHE
                      BANK AG CAYMAN ISLANDS 

                    BRANCH

                  	
                     

                     

                    $135,000,000

                  


          

          


          

            
              S-1