exv10w3



 





Exhibit 10.3




EXECUTION COPY




FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




CC VIII OPERATING, LLC,




as Borrower




CC VIII HOLDINGS, LLC,




as Guarantor




CHARTER COMMUNICATIONS OPERATING, LLC

as Lender and Administrative Agent




Dated as of February 2, 1999,




as Amended and Restarted as of April 27, 2004




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ARTICLE I DEFINITIONS
	 	 	2	 
	1.1 Defined Terms
	 	 	2	 
	1.2 Other Definitional Provisions; Pro Forma Calculations
	 	 	14	 
	ARTICLE II AMOUNT AND TERMS OF COMMITMENTS
	 	 	15	 
	2.1 The Loan
	 	 	15	 
	2.2 Repayment of Loan
	 	 	15	 
	2.3 No Prepayment
	 	 	15	 
	2.4 Mandatory Prepayments
	 	 	15	 
	2.5 Conversion and Continuation Options
	 	 	16	 
	2.6 Limitations on Eurodollar Loan
	 	 	16	 
	2.7 Interest Rates and Payment Dates
	 	 	16	 
	2.8 Computation of Interest and Fees
	 	 	17	 
	2.9 Inability to Determine Interest Rate
	 	 	17	 
	2.10 Payments
	 	 	17	 
	2.11 Indemnity
	 	 	18	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	18	 
	3.1 Existence; Compliance with Law
	 	 	18	 
	3.2 Power; Authorization; Enforceable Obligations
	 	 	18	 
	3.3 No Legal Bar
	 	 	19	 
	3.4 Litigation
	 	 	19	 
	3.5 No Default
	 	 	19	 
	3.6 Ownership of Property; Liens
	 	 	19	 
	3.7 Intellectual Property
	 	 	19	 
	3.8 Taxes
	 	 	19	 







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	 	 	Page

	3.9 Labor Matters
	 	 	20	 
	3.10 ERISA
	 	 	20	 
	3.11 Environmental Matters
	 	 	20	 
	ARTICLE IV CONDITIONS PRECEDENT
	 	 	21	 
	4.1 Conditions to Restatement Effective Date
	 	 	21	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	22	 
	5.1 Financial Statements
	 	 	22	 
	5.2 Certificates; Other Information
	 	 	22	 
	5.3 Payment of Obligations
	 	 	22	 
	5.4 Maintenance of Existence Compliance
	 	 	23	 
	5.5 Maintenance of Property; Insurance
	 	 	23	 
	5.6 Inspection of Property: Books and Records; Discussions
	 	 	23	 
	5.7 Environmental Laws
	 	 	23	 
	5.8 ERISA Reports
	 	 	23	 
	5.9 ERISA, etc.
	 	 	24	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	24	 
	6.1 Indebtedness
	 	 	24	 
	6.2 Liens
	 	 	25	 
	6.3 Fundamental Changes
	 	 	26	 
	6.4 Disposition of Property
	 	 	26	 
	6.5 Restricted Payments
	 	 	27	 
	6.6 Investments
	 	 	27	 
	6.7 Certain Payments and Modifications Relating to Indebtedness and Management Fees
	 	 	28	 
	6.8 Transactions with Affiliates
	 	 	29	 
	6.9 Sales and Leasebacks
	 	 	29	 







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	 	 	Page

	6.10 Changes in Fiscal Periods
	 	 	29	 
	6.11 Negative Pledge Clauses
	 	 	29	 
	6.12 Clauses Restricting Subsidiary Distributions
	 	 	30	 
	6.13 Lines of Business Holding Company Status.
	 	 	30	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	30	 
	ARTICLE VIII THE AGENT
	 	 	33	 
	8.1 Delegation of Duties
	 	 	33	 
	ARTICLE IX MISCELLANEOUS
	 	 	33	 
	9.1 Amendments and Waivers
	 	 	33	 
	9.2 Notices
	 	 	33	 
	9.3 No Waiver; Cumulative Remedies
	 	 	34	 
	9.4 Survival of Representations and Warranties
	 	 	34	 
	9.5 Payment of Expenses and Taxes
	 	 	34	 
	9.6 Successors and Assigns, Participations and Assignments
	 	 	35	 
	9.7 Counterparts
	 	 	35	 
	9.8 Severability
	 	 	35	 
	9.9 Integration
	 	 	35	 
	9.10 GOVERNING LAW
	 	 	36	 
	9.11 Submission To Jurisdiction; Waivers
	 	 	36	 
	9.12 Acknowledgments
	 	 	36	 
	9.13 Releases of Guarantees and Liens
	 	 	37	 
	9.14 WAIVERS OF JURY TRIAL
	 	 	37	 
	9.15 CCO
Guarantee and Collateral Agreement
	 	 	37	 





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     FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 2,
1999, as amended and restated as of April 27, 2004, among CC VIII HOLDINGS,
LLC, a Delaware limited liability company (“Holdings”), CC VIII OPERATING, LLC,
a Delaware limited liability company (the “Borrower”), and CHARTER
COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company, as sole
lender (in such capacity, the “Lender”) and as administrative agent (in such
capacity, the “Administrative Agent”), with reference to the following facts
and circumstances:



W I T N E S S E T H:




     WHEREAS, Holdings and the Borrower entered into a Credit Agreement, dated
as of February 2, 1999, as amended and restated as of January 3, 2002 (the
“Existing Credit Agreement”), among the Borrower, Holdings, several banks and
other financial institutions or entities from time to time parties thereto as
lenders, the syndication agent and documentation agents named therein and
Toronto Dominion (Texas), Inc., as administrative agent; and



     WHEREAS, either by way of assignment or at the direction of the Borrower,
by paying directly all amounts owing the holders thereof, the Lender has
acquired all right, title and interest of all the holders of all or any portion
of the obligations of Holdings and the Borrower under the Existing Credit
Agreement from such holders (such holders being referred to herein collectively
as the “Existing Lenders”); and



     WHEREAS, the Lender, Holdings and the Borrower have agreed to amend and
restate the Existing Credit Agreement as provided in this Agreement, which
Agreement shall become effective upon the satisfaction of the conditions
precedent set forth in Section 4.1 hereof; and



     NOW, THEREFORE, it is the intent of the parties hereto that (i) following
the repayment by the Lender of the portion of the obligations under the
Existing Credit Agreement not acquired by the Lender pursuant to a written
assignment from the holders of such obligations, as between the Borrower,
Holdings, on the one hand, and the Lender on the other, such obligations be and
remain owing by the Borrower and that the Lender be the holder thereof and of
all right, title and interest of the holder of such obligations under the
Existing Credit Agreement to which the Lender made payment, together with
security for any and all such obligations, and (ii) this Agreement not
constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement or evidence repayment of any of such obligations and
liabilities and that this Agreement amend and restate in its entirety the
Existing Credit Agreement and re-evidence the obligations of the Borrower
outstanding thereunder:



ARTICLE I DEFINITIONS




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



     “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/100th of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the


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Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any
change in the ABR due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.



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



     “Accumulated Benefit Obligations”: the actuarial present value of the
accumulated benefit obligations under any Plan, calculated in a manner
consistent with Statement No. 87 of the Financial Accounting Standards Board.



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



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



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



     “Applicable Margin”: (a) for the ABR Loan, a per annum rate equal to two
percent (2%), and for the Eurodollar Loan, a per annum rate equal to three
percent (3%).



     “Asset Sale”: any Disposition of property or series of related
Dispositions of property (excluding (a) Exchanges pursuant to which no cash
consideration is received by the Borrower or any of its Subsidiaries and (b)
any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.4)
that yields gross cash proceeds to the Borrower or any of its Subsidiaries in
excess of $5,000,000, or such greater amount as may be consented to by the
Lender.



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



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



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



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     “Borrower”: as defined in the preamble hereto.



     “Business”: as defined in Section 3.11(b).



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



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



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



     “CATV Franchise”: collectively, with respect to the Borrower and its
Subsidiaries, (a) any franchise, license, permit, wire agreement or easement
granted by any political jurisdiction or unit or other local, state or federal
franchising authority (other than licenses, permits and easements not material
to the operations of a CATV System) pursuant to which



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such Person has the right or license to operate a CATV System and (b) any
law, regulation, ordinance, agreement or other instrument or document setting
forth all or any part of the terms of any franchise, license, permit, wire
agreement or easement described in clause (a) of this definition.



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



     “CCO Credit Agreement”: the Amended and Restated Credit Agreement dated
as of March 18, 1999, as amended and restated as of April 27, 2004, among
Charter Communications Operating, LLC, as borrower, CCO Holdings, LLC, as
guarantor, several banks and financial institutions and other entities from
time to time parties thereto as lenders, the syndication agents and
documentation agents named therein and JPMorgan Chase Bank, as administrative
agent, as amended, modified, restated or supplemented from time to time.



     “CCVIII Interest”: 100% of the Class A Members’ Membership Interests in
CC VIII, LLC, a Delaware limited liability company, under the Amended and
Restated Limited Liability Company Agreement for CC VIII, LLC, made and entered
into effective as of March 31, 2003, as amended and/or restated from time to
time, including any modification in the class, number of units, or other
attributes associated with such Membership Interests; provided, that the CCVIII
Interest shall not include such Membership Interests to the extent that either
the “Adjusted Priority Capital” or the “Priority Rate” (as each such term is
defined under such agreement) exceeds the Adjusted Priority Capital or the
Priority Rate, respectively, as of the Closing Date.



     “Closing Date”: the date on which the conditions precedent set forth in
Section 4.1 shall have been satisfied, which date is April 27, 2004.



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



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



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



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



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



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



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



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



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



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



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



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



     “Eurodollar Base Rate”: with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 of the Dow Jones Markets screen as of 11:00 A.M., London time, two
Business Days prior to the beginning of such Interest Period. In the event
that such rate does not appear on Page 3750 of the Dow Jones Markets screen (or
otherwise on such screen), the “Eurodollar Base Rate” shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Administrative Agent.



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



     “Eurodollar Rate”: with respect to each day during each Interest Period
pertaining to the Eurodollar Loan, a rate per annum equal to the Eurodollar
Base Rate.



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



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



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



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



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



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



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



     “GAAP”: generally accepted accounting principles in the United States as
in effect from time to time.



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



     “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any
bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any obligation of the guaranteeing
person, whether or not contingent, (i) to purchase any such primary obligation
or any property constituting direct or



- 7 -









 




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.




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



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



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



     “Intellectual Property”: the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or



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foreign laws or otherwise, including copyrights, copyright licenses,
patents, patent licenses, trademarks, trademark licenses, technology, know-how
and processes, and all rights to sue at law or in equity for any infringement
or other impairment thereof, including the right to receive all proceeds and
damages therefrom.




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



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



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




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




          (ii) the Borrower may not select an Interest Period that would
extend beyond the date final payment is due on the Loan;




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




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



     “Investments”: as defined in Section 6.6.



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     “Lender”: as defined in the preamble hereto.



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



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



     “Loan”: the loan held by the Lender pursuant to this Agreement as of the
Closing Date, together with (a) any amounts up to $22,651,000 paid by the
Lender in connection with any draws on Letters of Credit (as defined in the
Existing Credit Agreement) issued under the Existing Credit Agreement and
outstanding on the Closing Date, and (b) any obligation evidenced by a
promissory note executed by Borrower in favor of the Lender that by its terms
is subject to and governed by the terms and provisions of this Agreement and
secured by the Collateral.



     “Loan Documents”: this Agreement, any Note and the Reaffirmed Guarantee
and Collateral Agreement and any other agreement, documents or instrument to
which any Loan Party is a party and which is designated as a Loan Document
therein.



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



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



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



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



     “Net Cash Proceeds”: (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Asset Sale or
Recovery Event, net of attorneys’ fees, accountants’ fees,
investment banking fees and consultant fees (in each case, including costs
and disbursements), amounts required to be applied to the repayment of
Indebtedness secured by



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a Lien expressly permitted hereunder on any asset that
is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to the Reaffirmed Guarantee and Collateral Agreement) and other
customary fees and expenses actually incurred in connection therewith and net
of taxes paid or reasonably estimated to be, payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements) and (b) in connection with any issuance or sale of Equity
Interests or any incurrence of Indebtedness, the cash proceeds received from
such issuance or incurrence, net of attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.



     “Non-Recourse Subsidiary”: (a) any Subsidiary of the Borrower created,
acquired or activated by the Borrower or any of its Subsidiaries in connection
with any Investment made pursuant to Section 6.6(g) and designated as such by
the Borrower substantially concurrently with such creation, acquisition or
activation and (b) any Subsidiary of such designated Subsidiary, provided, that
(i) at no time shall any creditor of any such Subsidiary have any claim
(whether pursuant to a Guarantee Obligation, by operation of law or otherwise)
against the Borrower or any of its other Subsidiaries (other than another
Non-Recourse Subsidiary) in respect of any Indebtedness or other obligation of
any such Subsidiary (other than in respect of a non-recourse pledge of Equity
Interests in such Subsidiary); (ii) neither the Borrower nor any of its
Subsidiaries (other than another Non-Recourse Subsidiary) shall become a
general partner of any such Subsidiary; (iii) no default with respect to any
Indebtedness of any such Subsidiary (including any right which the holders
thereof may have to take enforcement action against any such Subsidiary) shall
permit (upon notice, lapse of time or both) any holder of any Indebtedness of
the Borrower or its other Subsidiaries (other than another Non-Recourse
Subsidiary) to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its final scheduled
maturity; (iv) no such Subsidiary shall own any Equity Interests of, or own or
hold any Lien on any property of, the Borrower or any other Subsidiary of the
Borrower (other than another Non-Recourse Subsidiary); (v) no Investments may
be made in any such Subsidiary by the Borrower or any of its Subsidiaries
(other than another Non-Recourse Subsidiary) except pursuant to Section 6.6(g);
(vi) the Borrower shall not directly own any Equity Interests in such
Subsidiary; and (vii) at the time of such designation, no Default or Event of
Default shall have occurred and be continuing or would result therefrom. It is
understood that Non-Recourse Subsidiaries shall be disregarded for the purposes
of any calculation pursuant to this Agreement relating to financial matters
with respect to the Borrower.



     “Note”: the collective reference to any promissory note or notes
evidencing all or any portion of the Loan.



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



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



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



     “Plan”: at a particular time, any employee pension benefit plan subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section
302 of ERISA or any welfare plan providing post-employment healthcare benefits,
and in respect of which the Borrower or a Commonly Controlled Entity is (or, if
such plan were terminated at such time, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA.



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



     “Prime Rate”: the rate of interest per annum publicly announced from time
to time by JPMorgan Chase Bank as its prime rate in effect (the Prime Rate not
being intended to be the lowest rate of interest charged by JPMorgan Chase Bank
in connection with extensions of credit to debtors).



     “Properties”: as defined in Section 3.11(a).



     “Reaffirmed Guarantee and Collateral Agreement”: the Guarantee and
Collateral Agreement, dated as of February 14, 2000, made by Holdings, the
Borrower and certain of Borrower’s Subsidiaries in favor of Toronto Dominion
(Texas), Inc., as administrative agent, and reaffirmed by the Reaffirmation
Agreement, dated as of April 27, 2004, executed and delivered by Holdings, the
Borrower and each Subsidiary Guarantor, as the same may be amended,
supplemented or otherwise modified from time to time.



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



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



     “Reinvestment Deferred Amount”: with respect to any Reinvestment Event,
the aggregate Net Cash Proceeds received by the Borrower or any of its
Subsidiaries in connection therewith that are not applied to prepay the Loan
pursuant to Section 2.4(a) as a result of the delivery of a Reinvestment
Notice.



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



     “Reinvestment Notice”: a written notice executed by a Responsible Officer
and delivered to the Administrative Agent within twelve months after any Asset
Sale or Recovery Event, stating that (a) no Event of Default has occurred and
is continuing, (b) the Borrower (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
of such Asset Sale or Recovery Event to acquire assets useful in its business,
on or prior to the earlier of (i) the date that is eighteen months from the
date of receipt of such Net Cash Proceeds and (ii) the date on which such
proceeds



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would be required to be applied, or to be offered to be applied, to
prepay, redeem or defease any Indebtedness of the Borrower or any of its
Affiliates (other than Indebtedness under this Agreement) if not applied as
described above (such earlier date, the “Reinvestment Deadline”), and (c) such
use will not require redemptions or prepayments (or offers to make redemptions
or prepayments) of any other Indebtedness of the Borrower or any of its
Affiliates.



     “Reinvestment Prepayment Amount”: with respect to any Reinvestment Event,
the Reinvestment Deferred Amount relating thereto less any amount expended
prior to the relevant Reinvestment Prepayment Date to acquire assets useful in
the Borrower’s business.



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



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



     “Reportable Event”: any of the events set forth in Section 4043(b) 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.



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



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



     “Restricted Payments”: as defined in Section 6.5.



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



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



     “Specified Long-Term Indebtedness”: any Indebtedness incurred pursuant to
Section 6.1(f).



     “Subsidiary”: as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other



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managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly, through one or more intermediaries, or both, by such Person;
provided, that Non-Recourse Subsidiaries shall be deemed not to constitute
“Subsidiaries” for the purposes of this Agreement (other than the definition of
“Non-Recourse Subsidiary”). Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Borrower.



     “Subsidiary Guarantor”: each Subsidiary of the Borrower other than any
Foreign Subsidiary.



     “United States”: the United States of America.



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



     “Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a
Wholly Owned Subsidiary of the Borrower.



   1.2 Other Definitional Provisions; Pro Forma Calculations.




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



          (b) As used herein and in the other Loan Documents, and any certificate or
other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to Holdings, the, Borrower and its Subsidiaries not defined in
Section 1.1 and accounting terms partly defined in Section 1.1, to the extent
not defined, shall have the respective meanings given to them under GAAP, (ii)
the words “include”, “includes” and “including” shall be deemed to be followed
by the phrase “without limitation”, (iii) the word “incur” shall be construed
to mean incur, create, issue, assume, become liable in respect of or suffer to
exist (and the words “incurred” and “incurrence” shall have correlative
meanings), 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.



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ARTICLE II AMOUNT AND TERMS OF COMMITMENTS




     2.1 The Loan. Subject to the terms and conditions hereof, the Lender
agrees to maintain the Loan. As of the Closing Date, the outstanding principal
amount of the Loan is $1,038,312,294. The Borrower hereby promises to
reimburse the Lender for all amounts paid by the Lender in connection with a
draw under the Letters of Credit issued under the Existing Credit Agreement and
outstanding at the Closing Date. Interest shall begin to accrue on Borrower’s
obligations to reimburse the Lender in connection with draws on such Letters of
Credit from and after the date the Lender shall have made payment in connection
with such draws at the applicable rate of interest, and that such amount owing
by the Borrower hereunder shall from such date until paid in full be and become
a part of the principal amount of the Loan, governed by the terms and
provisions of the Loan Documents. The Borrower, Holdings and the Lender
acknowledge and agree (i) that such principal amount of the Loan on the Closing
Date consists of all amounts (“Existing Credit Agreement Obligations”) owing to
any or all of the Existing Lenders immediately prior to the Closing Date under
the Existing Credit Agreement and any other Loan Documents (as defined in the
Existing Credit Agreement); (ii) that immediately prior to the Closing Date,
the Lender acquired a portion of the Existing Credit Agreement Obligations from
the holders thereof by written assignment and at the request of the Borrower
paid the holders of the remaining portion of the Existing Credit Agreement
Obligations the amount of such portion (the “Repaid Portion”); (iii) that the
Lender is subrogated to all right, title and interest of the holders of the
Repaid Portion and all security therefor; and (iv) that the Repaid Portion
remains an obligation of the Borrower and Holdings, subject to the terms and
provisions of this Agreement and the other Loan Documents. The Borrower,
Holdings and the Lender further acknowledge and agree that the Loan is a term
loan, and that the Lender shall have no obligation to readvance any amounts
repaid on the Loan after the Closing Date. The Loan may from time to time be a
Eurodollar Loan or an ABR Loan or a combination thereof, as determined by the
Borrower and notified to the Lender in accordance with Section 2.5. On the
Closing Date, the Loan shall be an ABR Loan.



     2.2 Repayment of Loan. The Loan shall mature on October 8, 2011.



     2.3 No Prepayment. Except as specifically required in this Agreement, the
Borrower may not prepay the Loan.



     2.4 Mandatory Prepayments.



          (a) Unless the Administrative Agent shall otherwise agree, if on any date
the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from
any Asset Sale or Recovery Event then, (i) unless a Reinvestment Notice shall
be delivered in respect thereof, such Net Cash Proceeds shall be applied within
two Business Days after the deadline by which such Reinvestment Notice is
otherwise required to be delivered in respect of such Asset Sale or Recovery
Event toward the prepayment of the Loan (provided that the foregoing
requirement shall not apply to the first $10,000,000 of aggregate Net Cash
Proceeds received after the Closing Date) and (ii) on each Reinvestment
Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with
respect to the relevant Reinvestment Event shall be applied toward the
prepayment of the Loan.



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          (b) Each prepayment of the Loan under this Section 2.4 shall be
accompanied by accrued interest to the date of such prepayment on the amount
prepaid.



     2.5 Conversion and Continuation Options.



          (a) The Borrower may elect from time to time to convert any or all
portions of the Eurodollar Loan to an ABR Loan by giving the Administrative
Agent at least three Business Days prior irrevocable notice of such election,
provided that any such conversion of Eurodollar Loan may only be made on the
last day of an Interest Period with respect thereto. The Borrower may elect
from time to time to convert any or all portions of the ABR Loan to a
Eurodollar Loan by giving the Administrative Agent at least three Business
Days’ prior irrevocable notice of such election (which notice shall specify the
length of the initial Interest Period therefor), provided that the ABR Loan (or
any portion thereof) may not be converted into a Eurodollar Loan when any Event
of Default has occurred and is continuing.



          (b) The Eurodollar Loan may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term “Interest Period” set forth in Section 1.1,
of the length of the next Interest Period to be applicable to such Loan,
provided that (i) the Eurodollar Loan may not be continued as such when any
Event of Default has occurred and is continuing and (ii) if the Borrower shall
fail to give any required notice as described above in this paragraph, the
Eurodollar Loan shall be automatically converted to a Eurodollar Loan having a
one-month Interest Period on the last day of the then expiring Interest Period.



     2.6 Limitations on the Eurodollar Loan. Notwithstanding anything to the
contrary in this Agreement, all conversions and continuations of the Eurodollar
Loan hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the Eurodollar Loan shall be
equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof.



     2.7 Interest Rates and Payment Dates.



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



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



          (c) (i) If all or a portion of the principal amount of the Loan shall not
be paid when due (whether at the stated maturity, by acceleration or
otherwise), the Loan shall bear interest at a rate per annum equal to the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this Section plus 2%, and (ii) if all or a portion of any interest payable
on the Loan or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then
applicable to the ABR Loan plus



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2%, in each case, with respect to clauses (i) and (ii) above, from the
date of such non-payment until such amount is paid in full (as well after as
before judgment).



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



     2.8 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, except that, with respect
to the ABR Loan the rate of interest on which is calculated on the basis of the
Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower of each
determination of a Eurodollar Rate. The Administrative Agent shall as soon as
practicable notify the Borrower 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 Lender 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 2.8(a).



     2.9 Inability to Determine Interest Rate. If prior to the first day of
any Interest Period the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such Interest
Period, the Administrative Agent shall notify Borrower as soon as practicable
thereafter. If such notice is given (x) the Eurodollar Loan requested to be
continued on the first day of such Interest Period shall be continued as an ABR
Loan, (y) the ABR Loan that were to have been converted on the first day of
such Interest Period to a Eurodollar Loan shall be continued as an ABR Loan and
(z) the outstanding Eurodollar Loan shall be converted, on the last day of the
then-current Interest Period, to an ABR Loan. Until such notice has been
withdrawn by the Administrative Agent, the Eurodollar Loan shall not be
continued as such, nor shall the Borrower have the right to convert any portion
of the Loan to a Eurodollar Loan.



     2.10 Payments.



          (a) The amount of each principal prepayment of the Loan shall be applied
to reduce the then remaining portion of the Loan in the manner designated by
the Borrower. Amounts prepaid on account of the Loan may not be reborrowed.



          (b) All payments (including required prepayments) to be made by the
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 12:00 Noon, St. Louis time, on the due date thereof to the Administrative
Agent at its address set forth in Section 9.2, in Dollars and in immediately
available funds. If any payment hereunder (other than payments



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on the Eurodollar Loan) 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 the Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend
such payment into another calendar month, in which event such payment shall be
made on the immediately preceding Business Day. In the case of any extension
of any payment of principal pursuant to the preceding two sentences, interest
thereon shall be payable at the then applicable rate during such extension.



     2.11 Indemnity. The Borrower agrees to indemnify the Lender and to hold
the Lender harmless from any loss or expense that the Lender may sustain or
incur as a consequence of (a) default by the Borrower in making a conversion
into or continuation of the Eurodollar Loan after the Borrower has given a
notice requesting the same in accordance with the provisions of this Agreement,
(b) default by the Borrower in making any prepayment of or conversion from the
Eurodollar Loan after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement, or (c) the making of a prepayment of the
Eurodollar Loan on a day that is not the last day of an Interest Period with
respect thereto. A certificate as to any amounts payable pursuant to this
Section submitted to the Borrower by the Lender shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Loan and all other amounts payable hereunder.



ARTICLE III REPRESENTATIONS AND WARRANTIES




       To induce the Lender to enter into this Agreement and to maintain the Loan
on the terms set forth herein, Holdings and the Borrower hereby jointly and
severally represent and warrant the Lender that:



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



     3.2 Power; Authorization; Enforceable Obligations. Each Loan Party has
the power and authority, and the legal right, to make, deliver and perform the
Loan Documents to which it is a party. Each Loan Party has taken all necessary
action to authorize the execution, delivery and performance of the Loan
Documents to which it is a party. 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 execution, delivery,
performance, validity or enforceability of this Agreement or any of the Loan
Documents, except the filings contemplated by the Reaffirmed Guarantee and
Collateral Agreement. Each Loan Document has been duly executed and delivered
on behalf of each Loan Party thereto.



-18-









 







This Agreement constitutes, and each other Loan Document upon execution
will constitute, a legal, valid and binding obligation of each Loan 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).



     3.3 No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, will not violate any Requirement of Law
or any material Contractual Obligation of Holdings, the Borrower or any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created or continued by the Reaffirmed Guarantee and Collateral Agreement).



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



     3.5 No Default. Neither Holdings, the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.



     3.6 Ownership of Property; Liens. Each of Holdings, the Borrower and its
Subsidiaries has good and sufficient legal 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 as permitted by Section 6.2.



     3.7 Intellectual Property. Holdings, the Borrower and each of its
Subsidiaries owns, or is licensed to use, all material Intellectual Property
necessary for the conduct of its business as currently conducted. No material
claim has been asserted and is pending by any Person challenging or questioning
the use, validity or effectiveness of any material Intellectual Property owned
or licensed by Holdings, the Borrower or any of its Subsidiaries, nor does
Holdings or the Borrower know of any valid basis for any such claim. The use
of Intellectual Property by Holdings, the Borrower and its Subsidiaries does
not infringe on the rights of any Person in any material respect.



     3.8 Taxes. Each of Holdings, the Borrower and each of its Subsidiaries
has filed or caused to be filed all federal, state and other material tax
returns that are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity
of that are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of Holdings, the Borrower or its Subsidiaries, as the case may
be); no material tax Lien has been filed, and, to



-19-









 







the knowledge of Holdings and the Borrower, no claim is being asserted,
with respect to any such material tax, fee or other charge.



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



     3.10 ERISA. Each Plan is in material compliance with the applicable
provisions of ERISA and the Code. No Plan is a Multiemployer Plan or a “defined
benefit plan” (as defined in ERISA). Each Commonly Controlled Entity has met
all of the funding standards applicable to all Plans, and no condition exists
which would permit the institution of proceedings to terminate any Plan under
Section 4042 of ERISA.



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



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



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



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



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



-20-









 







or judicial requirements outstanding under any Environmental Law with
respect to the Properties or the Business;



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



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



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



ARTICLE IV CONDITIONS PRECEDENT




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



          (a) Credit Agreement; Guarantee and Collateral Agreement. The
Administrative Agent shall have received (i) this Agreement, executed and
delivered by Holdings and the Borrower, (ii) the Reaffirmed Guarantee and
Collateral Agreement, executed and delivered by Holdings, the Borrower and each
Subsidiary Guarantor.



          (b) Filing, Registrations, Recordings, etc. Each document (including any
Uniform Commercial Code financing statement) required by the Reaffirmed
Guarantee and Collateral Agreement under law or reasonably requested by the
Lender to be filed in order to continue in favor of the Lender, a perfected
Lien on the Collateral described therein, prior and superior in right to any
other Person, shall be in proper form for filing. The Lender shall have
received (i) the certificates that constitute securities within the meaning of
Section 8-102(a)(15) of the applicable Uniform Commercial Code, if any,
representing the Equity Interests pledged pursuant to the Reaffirmed Guarantee
and Collateral Agreement, together with an undated power or assignment in blank
for each such certificate executed by the pledgor thereof, and (ii) each
promissory note (if any) pledged to the Lender pursuant to the Reaffirmed
Guarantee and Collateral Agreement endorsed in blank by the pledgor thereof.



          (c) 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.



          (d) No Default. No Default or Event of Default shall have occurred and be
continuing on such date.



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ARTICLE V AFFIRMATIVE COVENANTS




       Holdings and the Borrower hereby agree that, so long as the Loan or other
amount is owing to the Lender hereunder, each of Holdings and the Borrower
shall, and shall cause each Subsidiary of the Borrower to:



     5.1 Financial Statements. Upon request by the Administrative Agent
furnished to the Administrative Agent:



          (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Borrower, a copy of the unaudited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at the end of such
year and the related unaudited consolidated statements of income and of cash
flows for such year, setting forth in each case in comparative form the figures
for the previous year; and



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


All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).




     5.2 Certificates; Other Information. At the request of the
Administrative Agent, furnish to the Administrative Agent:



          (a) Intentionally Deleted;



          (b) concurrently with the delivery of any financial statements pursuant to
Section 5.1, a certificate of a Responsible Officer stating that, to the best
of each such Responsible Officer’s knowledge, each Loan Party during such
period has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement and the other Loan
Documents to which it is a party to be observed, performed or satisfied by it,
and that such Responsible Officer has obtained no knowledge of any Default or
Event of Default except as specified in such certificate; and



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



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



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thereto have been provided on the books of Holdings, the Borrower or its
Subsidiaries, as the case may be.



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



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



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



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



     5.8 ERISA Reports. Furnish to the Administrative Agent as soon as
available the following items with respect to any Plan:



          (a) any request for a waiver of the funding standards or an extension of
the amortization period;



          (b) any reportable event (as defined in Section 4043 of ERISA), unless the
notice requirement with respect thereto has been waived by regulation;



          (c) any notice received by any Commonly Controlled Entity that the PBGC
has instituted or intends to institute proceedings to terminate any Plan, or
that any Multiemployer Plan is insolvent or in reorganization;



-23-









 





          (d) notice of the possibility of the termination of any Plan by its
administrator pursuant to Section 4041 of ERISA; and



          (e) notice of the intention of any Commonly Controlled Entity to withdraw,
in whole or in part, from any Multiemployer Plan.



     5.9 ERISA, etc. Comply in all material respects with the provisions of
ERISA and the Code applicable to each Plan. Each of Holdings, the Borrower and
its Subsidiaries will meet all minimum funding requirements applicable to them
with respect to any Plan pursuant to Section 302 of ERISA or Section 412 of the
Code, without giving effect to any waivers of such requirements or extensions
of the related amortization periods which may be granted. At no time shall the
Accumulated Benefit Obligations under any Plan that is not a Multiemployer Plan
exceed the fair market value of the assets of such Plan allocable to such
benefits by, more than $10,000,000. After the Closing Date, Holdings, the
Borrower and its Subsidiaries will not withdraw, in whole or in part, from any
Multiemployer Plan so as to give rise to withdrawal liability exceeding
$10,000,000 in the aggregate. At no time shall the actuarial present value of
unfunded liabilities for post-employment health care benefits, whether or not
provided under a Plan, calculated in a manner consistent with Statement No. 106
of the Financial Accounting Standards Board, exceed $10,000,000.



ARTICLE VI NEGATIVE COVENANTS




       Holdings and the Borrower hereby agree that, so long as the Loan or other
amount is owing to the Lender hereunder, the Borrower shall not, and shall not
permit any Subsidiary of the Borrower to, directly or indirectly:



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



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



          (b) Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned
Subsidiary Guarantor to the Borrower or any other Subsidiary;



          (c) Guarantee Obligations incurred in the ordinary course of business by
the Borrower or any of its Subsidiaries of obligations of any Wholly Owned
Subsidiary Guarantor:



          (d) Intentionally Deleted;



          (e) Indebtedness (including, without limitation, Capital Lease
Obligations) secured by Liens permitted by Section 6.2(f) in an aggregate
principal amount not to exceed $100,000,000 at any one time outstanding;



          (f) Indebtedness of the Borrower (and Guarantee Obligations of any
Subsidiary Guarantor in respect thereof) so long as (i) no Default or Event of
Default shall have occurred and be continuing or would result therefrom, (ii)
such Indebtedness shall have no scheduled amortization prior to the date that
is six months after the final scheduled



-24-









 







installment of principal of the Loan, and (iii) the covenants and default
provisions applicable to such Indebtedness shall be no more restrictive than
those contained in this Agreement;



          (g) Indebtedness of any Person that becomes a Subsidiary pursuant to an
Investment permitted by Section 6.6, so long as (i) no Default or Event of
Default shall have occurred and be continuing or would result therefrom, (ii)
such Indebtedness existed at the time of such Investment and was not created in
anticipation thereof, (iii) the Borrower shall use its best efforts to cause
such Indebtedness to be repaid no later than 120 days after the date of such
Investment, and (v) the aggregate outstanding principal amount of Indebtedness
incurred pursuant to this paragraph shall not exceed $150,000,000;



          (h) letters of credit for the account of the Borrower or any of its
Subsidiaries obtained other than pursuant to this Agreement, so long as the
aggregate undrawn face amount thereof, together with any unreimbursed
reimbursement obligations in respect thereof, does not exceed $20,000,000 at
any one time;



          (i) additional Indebtedness of the Borrower or any of its Subsidiaries in
an aggregate principal amount (for the Borrower and all Subsidiaries) not to
exceed $50,000,000 at any one time outstanding, or any other amount otherwise
consented to in writing by the Lender.



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



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



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



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



          (d) deposits made to secure the performance of bids, tenders, trade
contracts, leases, statutory or regulatory obligations, surety and appeal
bonds, bankers acceptances, government contracts, performance bonds and other
obligations of a like nature incurred in the ordinary course of business, in
each case excluding obligations for borrowed money;



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



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          (f) Liens securing Indebtedness of the Borrower or any of its Subsidiaries
incurred pursuant to Section 6.1(e) to finance the acquisition of fixed or
capital assets, provided that (i) such Liens shall be created substantially
simultaneously with the acquisition of such fixed or capital assets, (ii) such
Liens do not at any time encumber any property other than the property financed
by such Indebtedness and (iii) the amount of Indebtedness secured thereby is
not increased;



          (g) Liens continued pursuant to the Reaffirmed Guarantee and Collateral
Agreement securing obligations of the Loan Parties under the Loan Documents;



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



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



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



          (k) Liens arising from judgments or decrees not constituting an Event of
Default under Section 7.1(h); and



          (l) Liens not otherwise permitted by this Section consented to by the
Lender.



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



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



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



          (c) any Subsidiary of the Borrower may Dispose of any or all of its assets
(upon voluntary liquidation or otherwise) to any Wholly Owned Subsidiary
Guarantor; and



          (d) any Shell Subsidiary may be dissolved, liquidated or cancelled.



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



-26-









 





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



          (b) the sale of inventory in the ordinary course of business;



          (c) Dispositions expressly permitted by Section 6.3;



          (d) the sale or issuance of any Subsidiary’s Equity Interests to the
Borrower or any Wholly Owned Subsidiary Guarantor; and



          (e) the Disposition of other property having a fair market value not to
exceed $5,000,000 in the aggregate for any fiscal year of the Borrower, or such
greater amount as may be consented to by the Lender.



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



          (a) any Subsidiary may make Restricted Payments to the Borrower or any
Wholly Owned Subsidiary Guarantor; and



          (b) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Borrower may make distributions to
Holdings for any purpose.



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



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



          (b) Investments in Cash Equivalents;



          (c) Guarantee Obligations permitted by Section 6.1;



          (d) loans and advances to employees of the Borrower or any of its
Subsidiaries in the ordinary course of business (including for travel,
entertainment and relocation expenses) in an aggregate amount not to exceed
$2,000,000 at any one time outstanding;



-27-









 







          (e) Investments by the Borrower or any of its Subsidiaries in the Borrower
or any Person that, prior to such Investment, is a Wholly Owned Subsidiary
Guarantor;



          (f) acquisitions by the Borrower or any Wholly Owned Subsidiary Guarantor
of operating assets (substantially all of which consist of cable systems),
directly through an asset acquisition or indirectly through the acquisition of
100% of the Equity Interests of a Person substantially all of whose assets
consist of cable systems, provided, that (i) no Default or Event of Default
shall have occurred and be continuing or would result therefrom and (ii) the
aggregate Consideration (excluding Consideration paid with the proceeds of Paul
Allen Contributions and Consideration consisting of operating assets
transferred in connection with Exchanges) paid in connection with such
acquisitions, shall not exceed $300,000,000 during the term of this Agreement,
or such greater amount as may be consented to by the Lender;



          (g) the Borrower or any of its Subsidiaries may contribute cable systems
to any Non-Recourse Subsidiary so long as (i) such Disposition is permitted
pursuant to Section 6.4, (ii) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, and (iii) the Equity
Interests received by the Borrower or any of its Subsidiaries in connection
therewith shall be pledged as Collateral (either directly or through a holding
company parent of such Non-Recourse Subsidiary so long as such parent is a
Wholly Owned Subsidiary Guarantor); and



          (h) in addition to Investments otherwise expressly permitted by this
Section, Investments by the Borrower or any of its Subsidiaries in an aggregate
amount (valued at cost) not to exceed $200,000,000 during the term of this
Agreement, or such greater amount as may be consented to by the Lender.



     6.7 Certain Payments and Modifications Relating to Indebtedness and
Management Fees.



          (a) Make or offer to make any payment, prepayment, repurchase or
redemption in respect of, or otherwise optionally or voluntarily defease or
segregate funds with respect to (collectively, “prepayment”), any Specified
Long-Term Indebtedness, other than (i) the payment of scheduled interest
payments required to be made in cash, (ii) the prepayment of Specified
Subordinated Debt with the proceeds of other Specified Long-Term Indebtedness
or of Loan and (iii) the prepayment of any such Indebtedness with the proceeds
of other Specified Long-Term Indebtedness so long as such new Indebtedness has
terms no less favorable to the interests of the Borrower and the Lender than
those applicable to the Indebtedness being refinanced.



          (b) Amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms of the any
Specified Long-Term Indebtedness, other than any such amendment, modification,
waiver or other change that (i) (x) would extend the maturity or reduce the
amount of any payment of principal thereof or reduce the rate or extend any
date for payment of interest thereon or (y) is immaterial to the interests of
the Lender and (ii) does not involve the payment of a consent fee.



-28-









 





          (c) Make, agree to make or expense any payment in respect of management
fees, directly or indirectly, except that the Borrower may pay management fees
pursuant to the Management Fee Agreement so long as (i) no Default or Event of
Default shall have occurred and be continuing or would result therefrom, and
(ii) the aggregate amount of such payments expensed during any fiscal year of
the Borrower shall not exceed 3.50% of consolidated revenues of the Borrower
and its consolidated Subsidiaries for such fiscal year.



          (d) Amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms of the
Management Fee Agreement, other than any such amendment, modification, waiver
or other change that (i) (x) would extend the due date or reduce the amount of
any payment thereunder or (y) does not adversely affect the interests of the
Lender and (ii) does not involve the payment of a consent fee.



     6.8 Transactions with Affiliates. Enter into any transaction, including
any purchase, sale, lease or exchange of property, the rendering of any service
or the payment of any management, advisory or similar fees, with any Affiliate
(other than the Borrower or any Wholly Owned Subsidiary Guarantor) unless such
transaction is (a) not prohibited under this Agreement and (b) upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary, as the
case may be, than it would obtain in a comparable arm’s length transaction with
a Person that is not an Affiliate. The foregoing restrictions shall not apply
to transactions expressly permitted by Section 6.5 or Section 6.7(c).
Notwithstanding anything to the contrary in this Section 6.8, so long as no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, the Borrower shall be permitted to pay (either directly or by
way of a distribution to Holdings) amounts not in excess of 1.0% of the
aggregate enterprise value of Investments permitted hereby to certain
Affiliates of the Borrower.



     6.9 Sales and Leasebacks. Enter into any arrangement with any Person
(other than Subsidiaries of the Borrower) providing for the leasing by the
Borrower or any Subsidiary of real or personal property that has been or is to
be sold or transferred by the Borrower or such Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of the Borrower or such
Subsidiary unless, after giving effect thereto, the aggregate outstanding
amount of Attributable Debt, does not exceed such amount as may be determined
by the Lender in its discretion.



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



     6.11 Negative Pledge Clauses. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of Holdings, the
Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist
any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a
party (without regard to the amount of such obligations), other than (a) this
Agreement and the other Loan Documents, (b) any agreements governing any
purchase money Liens or Capital Lease Obligations otherwise permitted hereby
(in which case, any prohibition or limitation shall only be effective against
the assets financed thereby),



-29-









 




(c) pursuant to Contractual Obligations assumed in connection with
Investments (but not created in contemplation thereof) so long as the maximum
aggregate liabilities of Holdings and its Subsidiaries pursuant thereto do not
exceed $4,000,000 at any time, or such greater amount as may be consented by
the Lender and (d) the indenture governing the CCV Notes (the “CCV Notes
Indenture”) and any other document governing Indebtedness permitted hereby so
long as such restrictions are no more onerous than those contained in the CCV
Notes Indenture.




     6.12 Clauses Restricting Subsidiary Distributions. Enter into or suffer
to exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Equity Interests of such Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b)
make loans or advances to, or other Investments in, the Borrower or any other
Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or
any other Subsidiary of the Borrower, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
Disposition of all or substantially all of the Equity Interests or assets of
such Subsidiary in a transaction otherwise permitted by this Agreement and
(iii) any restrictions contained in the CCV Notes Indenture or any other
document governing Indebtedness permitted hereby so long as such restrictions
are no more onerous than those contained in the CCV Notes Indenture.



     6.13 Lines of Business Holding Company Status.



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



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



ARTICLE VII EVENTS OF DEFAULT




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




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



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



          (c) any Loan Party shall default in the observance or performance of any
agreement contained in clause (i) or (ii) of Section 5.4(a) (with respect to
the Borrower only), Section 5.7(a) or Article VI of this Agreement; or



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



          (e) Holdings, the Borrower or any of its Subsidiaries shall (i) default in
making any payment of any principal of any Indebtedness on the scheduled or
original due date with respect thereto; or (ii) default in making any payment
of any interest on any such Indebtedness beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created; or (iii) default in the observance or performance of any other
agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or, in the case of any such Indebtedness
constituting a Guarantee Obligation, to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at
such time, one or more defaults, events or conditions of the type described in
clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be
continuing with respect to Indebtedness of Holdings, the Borrower and its
Subsidiaries the outstanding principal amount of which exceeds in the aggregate
$25,000,000; or



          (f) (i) Holdings, the Borrower or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or Holdings, the Borrower or any of its Subsidiaries shall make
a general assignment for the benefit of its creditors; or (ii) there shall be
commenced against Holdings, the Borrower or any of its Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above that (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period
of 60 days; or (iii) there shall be commenced against Holdings, the Borrower or
any of its Subsidiaries any case, proceeding



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or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
that results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (iv) Holdings, the Borrower or any of its
Subsidiaries shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) Holdings, the 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



          (g) (i) Commonly Controlled Entities shall fail to pay when due amounts
(other than amounts being contested in good faith through appropriate
proceedings) for which they shall have become liable under Title IV of ERISA to
pay to the PBGC or to a Plan, (ii) the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any Plan or a proceeding shall be instituted by a fiduciary of any
Plan against any Commonly Controlled Entity to enforce Sections 515 or
4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30
days thereafter, or (iii) a condition shall exist which would require the PBGC
to obtain a decree adjudicating that any Plan must be terminated; and in each
case in clauses (i) through (iii) above, such event or condition, together with
all other such events or conditions, if any, could, in the sole judgment of the
Lender, reasonably be expected to result in a Material Adverse Effect; or



          (h) one or more judgments or decrees shall be entered against Holdings,
the Borrower or any of its Subsidiaries involving in the aggregate for all such
Persons a liability (to the extent not paid or fully covered by insurance as to
which the relevant insurance company has acknowledged coverage) of $25,000,000
or more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 30 days from the entry
thereof; or



          (i) the Reaffirmed Guarantee and Collateral Agreement shall cease, for any
reason (other than the gross negligence or willful misconduct of the
Administrative Agent), to be in full force and effect, or any Loan Party or any
Affiliate of any Loan Party shall so assert, or any Lien created by the
Reaffirmed Guarantee and Collateral Agreement shall cease to be enforceable and
of the same effect and priority purported to be created, thereby (other than in
connection with releases in accordance with Section 9.13);



          (j) the Borrower or any of its Subsidiaries shall have received a notice
of termination or suspension with respect to any of its CATV Franchises or CATV
Systems from the FCC or any Governmental Authority or other franchising
authority or the Borrower or any of its Subsidiaries or the grantors of any
CATV Franchises or CATV Systems shall fail to renew such CATV Franchises or
CATV Systems at the stated expiration thereof unless such termination or
suspension or failure to renew is not reasonably expected to result in a
Material Adverse Effect;



          (k) an Event of Default under and as defined in the CCO Credit Agreement
shall have occurred and be continuing;



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then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Loan hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents shall
immediately become due and payable, and (B) if such event is any other Event of
Default, the Lender may, by notice to the Borrower declare the Loan hereunder
(with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents to be due and payable forthwith,
whereupon the same shall immediately become due and payable. Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived by the Borrower.



ARTICLE VIII THE AGENT




     8.1 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.



ARTICLE IX 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
Lender and each Loan 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 Lender or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Lender 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



     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 Business Days after being deposited
in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrower, the
Administrative Agent and the Lender, or to such other address as may be
hereafter notified by the respective parties hereto:



	 	 	 
	   Any Loan Party:

	 	c/o CC VIII Operating, LLC
	

	 	12405 Powerscourt Drive
	

	 	St. Louis, Missouri 63131
	

	 	Attention: Eloise E. Schmitz
	

	 	Telecopy: (314) 965-6492
	

	 	Telephone: (314) 543-2474







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	The Administrative Agent/Lender:

	 	c/o Charter Communications Operating, LLC
	

	 	12405 Powerscourt Drive
	

	 	St. Louise, Missouri 63131
	

	 	Attention: Eloise E. Schmitz
	

	 	Telecopy: (314) 965-6492
	

	 	Telephone: (314) 543-2474






provided that any notice, request or demand to or upon the Administrative Agent
or the Lender 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 the 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 extensions
of credit 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, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees and
disbursements of one firm of counsel to the Administrative Agent and filing and
recording fees and expenses and from time to time thereafter on a quarterly
basis or such other periodic basis as the Administrative Agent shall deem
appropriate, (b) to pay or reimburse the Lender for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights 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, (c) to pay, indemnify, and hold the Lender 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, and (d) to pay, indemnify, and hold the
Lender, its affiliates and its 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



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foregoing relating to the use of proceeds of the Loan or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of Holdings, the Borrower, any of its Subsidiaries or any of the
Properties and the reasonable fees and expenses of legal counsel in connection
with claims actions or proceedings by any Indemnitee against any Loan Party
under any Loan Document (all the foregoing in this clause (d), 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 and
nonappealable 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 to Eloise E. Schmitz (Telephone No. (314)
965-6492) (Telecopy No. (314) 543-2474), 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 Loan and all
other amounts payable hereunder.



     9.6 Successors and Assigns, Participations and Assignments. This Agreement
shall be binding upon and inure to the benefit of Holdings, the Borrower, the
Lender, all future holders of the Loan and their respective successors (which
shall include, in the case of the Lender, any entity resulting from a merger or
consolidation) and assigns, except that the Borrower may not assign or transfer
any of its rights or obligations under this Agreement without the prior written
consent of the Lender.



     9.7 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 Lender.



     9.8 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.



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



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     9.10 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.



     9.11 Submission To Jurisdiction; Waivers. Each of Holdings and the
Borrower hereby irrevocably and unconditionally:



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



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



          (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to Holdings or the
Borrower, as the case may be at its address set forth in Section 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.



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



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



          (b) the Lender has no fiduciary relationship with or duty to Holdings or
the Borrower arising out of or in connection with this Agreement or any of the
other Loan Documents, and the relationship between the Lender, on one hand, and
Holdings and the Borrower, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and



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



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     9.13 Releases of Guarantees and Liens. At such time as the Loan and the
other obligations under the Loan Documents shall have been paid in full, the
Collateral shall be released from the Liens created by the Reaffirmed Guarantee
and Collateral Agreement, and the Reaffirmed Guarantee and Collateral Agreement
and all obligations (other than those expressly stated to survive such
termination) of the Lender and each Loan Party under the Reaffirmed Guarantee
and Collateral Agreement shall terminate, all without delivery of any
instrument or performance of any act by any Person.



     9.14 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER AND THE LENDER 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.



     9.15 CCO Guarantee and Collateral Agreement. Each party hereto
acknowledges that all right, title and interest of the Administrative Agent and
the Lender in respect of this Agreement and the other Loan Documents constitute
Collateral under and as defined in the CCO Guarantee and Collateral Agreement
(as defined in the CCO Credit Agreement), and accordingly this Agreement and
the other Loan Documents are subject to the rights and remedies of JPMorgan
Chase Bank, as Administrative Agent under the CCO Guarantee and Collateral
Agreement. Without limiting the generality of the foregoing, each party hereto
acknowledges that, as provided in Section 7.9 of the CCO Guarantee and
Collateral Agreement, JPMorgan Chase Bank, as Administrative Agent thereunder,
shall under the circumstances specified in said Section 7.9 have the right to
exercise the rights and remedies of the Administrative Agent and/or the Lender
under this Agreement and the Reaffirmed Guarantee and Collateral Agreement.



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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.



	 	 	 	 	 
	 	 	CC VIII HOLDINGS, LLC
	 	 	CC VIII OPERATING, LLC
	 
	 	 	 	 
	

	 	By:	 	/s/ Eloise E. Schmitz
	 	 	 	 	

	

	 	Name:	 	Eloise E. Schmitz
	 	 	 	 	

	

	 	Title:
	 	Vice President
	 	 	 	 	

	 
	 	 	 	 
	 	 	CHARTER COMMUNICATIONS OPERATING, LLC, as

Lender
	 
	 	 	 	 
	

	 	By:	 	/s/ Eloise E. Schmitz
	 	 	 	 	

	

	 	Name:	 	Eloise E. Schmitz
	 	 	 	 	

	

	 	Title:
	 	Vice President
	 	 	 	 	

	 
	 	 	 	 
	 	 	CHARTER COMMUNICATIONS OPERATING, LLC, as
	 	 	Administrative Agent
	 
	 	 	 	 
	

	 	By:	 	/s/ Eloise E. Schmitz
	 	 	 	 	

	

	 	Name:	 	Eloise E. Schmitz
	 	 	 	 	

	

	 	Title:
	 	Vice President
	 	 	 	 	

	 
	 	 	 	 








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