exhibit10_1.htm


     

    Exhibit
      10.1

     

    AMENDED
      AND RESTATED SHARE LENDING AGREEMENT

    


    Dated
      as
      of October 2, 2007

     

    Between

     

    CHARTER
      COMMUNICATIONS, INC. (“Lender”),

     

    and

     

    CITIGROUP
      GLOBAL MARKETS LIMITED (“Borrower”), through CITIGROUP GLOBAL
      MARKETS INC., as agent for Borrower (“Agent”),

     

    and

     

    CITIGROUP
      GLOBAL MARKETS HOLDINGS INC., as guarantor of Borrower’s obligations hereunder
      (the “Guarantor”),

     

    and

     

    CITIGROUP
      GLOBAL MARKETS INC., in its capacity as Collateral Agent (as hereinafter
      defined).

     

    WHEREAS,
      in connection with the issuance by Lender of $862,500,000 aggregate principal
      amount of 2009 Convertible Senior Notes (as defined herein), Lender, Borrower
      and Guarantor entered into that certain Share Lending Agreement dated as of
      November 22, 2004 (the “Share Lending Agreement”);

     

    WHEREAS,
      Lender, Borrower and Guarantor desire to amend and restate the Share Lending
      Agreement in connection with an exchange offer (the “Exchange
      Offer”) pursuant to which $363,847,000 aggregate principal amount of
      2009 Convertible Notes are being exchanged for 2027 Convertible Notes (as
      defined herein) in order to maintain and extend the Loans (as defined herein)
      to
      Borrower under the Share Lending Agreement;

     

    WHEREAS,
      Agent is entering into this Agreement solely in its capacity as Agent for
      Borrower;

     

    AND
      WHEREAS, this AGREEMENT sets forth the terms and conditions under which Lender
      and Borrower agree to maintain and extend the Loans made to Borrower under
      the
      Share Lending Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the sufficiency of which is hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby mutually
      covenant and agree as follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      1.  Certain Definitions.  The following capitalized
      terms shall have the following meanings:

     

    “2009
      Convertible Notes” means the $862,500,000 aggregate principal amount of
      Convertible Senior Notes due 2009 issued by Lender.

     

    “2027
      Convertible Notes” means the $479,168,000 aggregate principal amount of
      Convertible Senior Notes due 2027 issued by Lender.

     

    “Business
      Day” means a day on which regular trading occurs in the principal
      trading market for the Common Stock.

     

    “Cash”
      means any coin or currency of the United States as at the time shall be legal
      tender for payment of public and private debts.

     

    “Clearing
      Organization” means The Depository Trust Company, or, if agreed to by
      Borrower and Lender, such other securities intermediary at which Borrower (or
      Agent) and Lender maintain accounts.

     

    “Closing
      Price” on any day means, with respect to the Common Stock (i) if the
      Common Stock is listed on a U.S. securities exchange registered under the
      Exchange Act, is traded on The Nasdaq National Market or is included in the
      OTC
      Bulletin Board Service (operated by the National Association of Securities
      Dealers, Inc.), the last reported sale price, regular way, in the principal
      trading session on such day on such market on which the Common Stock is then
      listed or is admitted to trading (or, if the day of determination is not a
      Business Day, the last preceding Business Day) and (ii) if the Common Stock
      is
      not so listed or admitted to trading or if the last reported sale price is
      not
      obtainable (even if the Common Stock is listed or admitted to trading on such
      market ), the average of the bid prices for the Common Stock obtained from
      as
      many dealers in the Common Stock (which may include Borrower or its affiliates),
      but not exceeding three, as shall furnish bid prices available to the
      Lender.

     

    “Collateral”
      means any Cash or Non-Cash Collateral.  Each of the parties to this
      Agreement hereby agree that Cash and each item within the definition of Non-Cash
      Collateral shall be treated as a “financial asset” as defined by Section
      8-102(a)(9) of the UCC.

     

    “Collateral
      Account” means a securities account of the Collateral Agent maintained
      on the books of Citigroup Global Markets Inc., as Securities Intermediary,
      and
      designated “Citigroup Global Markets Inc., as Collateral Agent of Charter
      Communications, Inc., as pledgee of Citigroup Global Markets Limited, as
      Borrower of Loaned Shares”.  Any Collateral deposited in the
      Collateral Account shall be segregated from all other assets and property of
      the
      Collateral Agent, which such segregation may be accomplished by appropriate
      identification on the books and records of Collateral Agent, as a “securities
      intermediary” within the meaning of the UCC.  The Securities
      Intermediary

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    acknowledges
      that the Collateral Account is maintained for the Collateral Agent and
      undertakes to treat the Collateral Agent as entitled to exercise the rights
      that
      comprise the Collateral credited to the Collateral Account.  The
      Collateral Agent shall establish the Collateral Account upon receiving notice
      from Borrower of the occurrence of a Collateral Trigger Event.

     

    “Collateral
      Agent” means Citigroup Global Markets Inc., in its capacity as
      collateral agent for Lender hereunder, or any successor thereto under
      Section 20.

     

    “Collateral
      Percentage” means 100%.

     

    “Collateral
      Trigger Event” means that the senior unsecured debt rating assigned to
      Guarantor (i) by both S&P and Moody’s is at or below A- and A3, respectively
      or (ii) by either S&P or Moody’s is at or below BBB+ or Baa1, respectively,
      or neither S&P nor Moody’s assigns such a rating to Guarantor.

     

    “Convertible
      Notes” means collectively the 2009 Convertible Notes and the 2027
      Convertible Notes.

     

    “Common
      Stock” means shares of Class A Common Stock, par value $.001, of
      Lender, or any other security, assets or other consideration (including cash)
      into which the Common Stock shall be exchanged or converted as the result of
      any
      merger, consolidation, other business combination, reorganization,
      reclassification, recapitalization or other corporate action (including, without
      limitation, a reorganization in bankruptcy).

     

    “Cutoff
      Time” shall mean 10:00 a.m. in the jurisdiction of the Clearing
      Organization, or such other time on a Business Day by which a transfer of Loaned
      Shares must be made by Borrower to Lender, as shall be determined in accordance
      with market practice.

     

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

     

    “Facility
      Termination Date” means the earlier to occur of (i) the first date as
      of which all of the Convertible Notes have been converted, repaid, repurchased,
      redeemed or are otherwise no longer outstanding and (ii) October 1,
      2027.

     

    “FHLMC
      Certificates” means single-class mortgage participation certificates in
      book-entry form backed by single-family residential mortgage loans, the full
      and
      timely payment of interest at the applicable certificate rate and the ultimate
      collection of principal of which are guaranteed by the Federal Home Loan
      Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit
      (“REMIC”) or other multi-class pass-through certificates,
      pass-through certificates backed by adjustable rate mortgages and securities
      paying interest or principal only).

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “FNMA
      Certificates” means single-class mortgage pass-through certificates in
      book-entry form backed by single-family residential mortgage loans, the full
      and
      timely payment of interest at the applicable certificate rate and the ultimate
      collection of principal of which are guaranteed by the Federal National Mortgage
      Association (excluding REMIC or other multi-class pass-through certificates,
      pass-through certificates backed by adjustable rate mortgages and securities
      paying interest or principal only).

     

    “GNMA
      Certificates” means single-class fully modified pass-through
      certificates in book-entry form backed by single-family residential mortgage
      loans, the full and timely payment of principal and interest of which is
      guaranteed by the Government National Mortgage Association (excluding REMIC
      or
      other multi-class pass-through certificates, pass-through certificates backed
      by
      adjustable rate mortgages and securities paying interest or principal
      only).

     

    “Loan
      Availability Period” means the period that began on November 22, 2004
      and ended on November 16, 2006.

     

    “Loaned
      Shares” means shares of Common Stock transferred in a Loan hereunder
      until such Common Stock (or identical Common Stock) is transferred back to
      Lender hereunder.  If, as the result of a stock dividend, stock split
      or reverse stock split, the number of outstanding shares of Common Stock is
      increased or decreased, then the number of outstanding Loaned Shares shall
      be
      proportionately increased or decreased, as the case may be.  If any
      new or different security (or two or more securities) shall be exchanged for
      the
      outstanding shares of Common Stock as the result of any reorganization, merger,
      consolidation, other business combination, reclassification, recapitalization
      or
      other corporate action (including, without limitation, a reorganization in
      bankruptcy), such new or different security (or such two or more securities
      collectively) shall, effective upon such exchange, be deemed to become a Loaned
      Share in substitution for the former Loaned Share for which such exchange is
      made and in the same proportion for which such exchange was made.  For
      purposes of return of Loaned Shares by the Borrower or purchase or sale of
      securities pursuant to Section 6 or 12, such term shall include securities
      of
      the same issuer, class and quantity as the Loaned Shares as adjusted pursuant
      to
      the two preceding sentences.

     

    “Market
      Value” on any day means (i) with respect to Common Stock, the most
      recent Closing Price of the Common Stock prior to such day and (ii) with respect
      to any Collateral that is (a) Cash, the face amount thereof, (b) a letter of
      credit, the undrawn amount thereof and (c) any other security or property,
      the
      market value thereof, as determined by the Collateral Agent, in accordance
      with
      market practice for such securities or property, based on the price for such
      security or property as of the most recent close of trading obtained from a
      generally recognized source or the closing bid quotation at the most recent
      close of trading obtained from such source, plus accrued interest to the extent
      not included therein, unless market practice with respect to the valuation
      of
      such

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    securities
      or property in connection is to the contrary; provided that with
      respect to Collateral consisting of (i) Treasuries and Mortgage-Backed
      Securities with a maturity of at least one year but less than five years, such
      Market Value shall be multiplied by 98%, (ii) Treasuries and Mortgage-Backed
      Securities with a maturity of at least five years but less than ten years,
      such
      Market Value shall be multiplied by 97%, and (iii) Treasuries and
      Mortgage-Backed Securities with a maturity of at least five years, such Market
      Value shall be multiplied by 95%.

     

    “Maximum
      Number of Shares” means 29,845,200 shares of Common Stock, subject to
      the following adjustments:

     

    (a)  If,
      as
      the result of a stock dividend, stock split or reverse stock split, the number
      of outstanding shares of Common Stock is increased or decreased, the Maximum
      Number of Shares shall, effective as of the payment or delivery date of any
      such
      event, be proportionally increased or decreased, as the case may
      be.

     

    (b)  If,
      pursuant to a merger, consolidation, other business combination, reorganization,
      reclassification, recapitalization or other corporate action (including, without
      limitation, a reorganization in bankruptcy), the Common Stock is exchanged
      for
      or converted into cash, securities or other property, the Maximum Number of
      Shares shall, effective upon such exchange, be adjusted by multiplying the
      Maximum Number of Shares at such time by the number of securities, the amount
      of
      cash or the fair market value of any other property exchanged for one share
      of
      Common Stock in such event.

     

    (c)  Upon
      the
      termination of any Loan pursuant to Section 6(a),
      the Maximum Number of Shares shall be reduced by the number of Loaned Shares
      surrendered by Borrower to Lender; provided that if the number of
      Loaned Shares offered and sold by Borrower in any registered public offering
      under the Securities Act is less than the number of shares of Common Stock
      constituting the Loan made in connection with such registered public offering
      (such difference, the “Unsold Amount”), any termination of a
      Loan of the Unsold Amount prior to the date 30 calendar days following the
      date
      of the Borrowing Notice with respect to such Loan shall not so reduce the
      Maximum Number of Shares.

     

    “Moody’s”
      means Moody’s Investors Service and its successors.

     

    “Mortgage-Backed
      Securities” means FHLMC Certificates, FNMA Certificates or GNMA
      Certificates, but excluding zero-coupon securities.

     

    “Non-Cash
      Collateral” means (i) any evidence of indebtedness issued, or directly
      and fully guaranteed or insured, by the United States of America or any agency
      or instrumentality thereof, including Treasuries and Mortgage-Backed Securities;
      (ii) any deposits, certificates of deposit or acceptances of any institution
      which is a member of the Federal Reserve System having combined capital and
      surplus and undivided profits of not less than $500 million at the time of
      deposit (and which may include the Collateral Agent or any affiliate of
      the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Collateral
      Agent so long as the Collateral Agent is other than Borrower or an affiliate
      of
      Borrower); (iii) any marketable obligations of any Person that is fully and
      unconditionally guaranteed by a bank referred to in clause (ii); (iv) any
      repurchase agreements and reverse repurchase agreements relating to marketable
      direct obligations issued or unconditionally guaranteed by the United States
      of
      America or issued by any agency thereof and backed as to timely payment by
      the
      full faith and credit of the United States of America; (v) commercial paper
      of
      any corporation incorporated under the laws of the United States or any State
      thereof that is rated “investment grade” A-1 by S&P or P-1 by Moody’s; (vi)
      any money market funds (including, but not limited to, money market funds
      managed by the Collateral Agent or an affiliate of the Collateral Agent)
      registered under the Investment Company Act of 1940, as amended; (vii) any
      letter of credit issued by a bank referred to in clause (ii); and (viii) all
      proceeds of the foregoing; provided that in no event shall Non-Cash
      Collateral include “margin stock” as defined by Regulation U of the Board of
      Governors of the Federal Reserve System.

     

    “S&P”
      means Standard & Poor’s Rating Services, a division of The McGraw-Hill
      Companies, Inc. and its successors

     

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

     

    “Securities
      Intermediary” means a “securities intermediary” as defined by Section
      8-102(a)(14) of the UCC.

     

    “Treasuries”
      means negotiable debt obligations issued by the U.S. Treasury
      Department.

     

    “UCC”
      means the Uniform Commercial Code as in effect in the State of New York on
      the
      date hereof and as it may be amended from time to time.

     

    Section 2.  Loans
      of Shares; Transfers of Loaned Shares

     

    (a)  During
      the Loan Availability Period, Lender loaned to Borrower 116,949,300 shares
      of
      Common Stock, of which 29,845,200 shares of Common Stock remain outstanding
      as
      of the date hereof.  Such loans were made subject to the terms of the
      Share Lending Agreement (each such issuance and loan, a “Loan”)
      and were confirmed by a schedule and receipt listing the Loaned Shares provided
      by Borrower to Lender (the “Confirmation”).  Such
      Confirmation constitutes conclusive evidence with respect to the Loan, including
      the number of shares of Common Stock that are the subject of the Loan to which
      the Confirmation relates, until such Loan is terminated and the Loaned Shares
      are returned to Lender in accordance with this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      3.  Collateral.

     

    (a)  Prior
      to
      the occurrence of a Collateral Trigger Event, Borrower will not be required
      and
      is under no obligation to provide any Collateral to Lender for any Loan
      hereunder.

     

    (b)  Upon
      the
      occurrence of a Collateral Trigger Event, Borrower shall notify Lender and
      Collateral Agent in writing and upon receipt of such notice, the Collateral
      Agent shall establish the Collateral Account and, unless otherwise agreed by
      Borrower and Lender, Borrower shall, within five business days, transfer to
      Collateral Agent, for deposit to the Collateral Account, Collateral with a
      Market Value at least equal to the Collateral Percentage of the Market Value
      of
      all outstanding Loaned Shares.

     

    (c)  Following
      the occurrence and during the continuance of a Collateral Trigger Event, unless
      otherwise agreed by Borrower and Lender, Borrower shall, prior to or
      concurrently with the transfer of the Loaned Shares to Borrower, but in no
      case
      later than the close of business on the day of such transfer, transfer to
      Collateral Agent, for deposit to the Collateral Account, Collateral with a
      Market Value at least equal to the Collateral Percentage of the Market Value
      of
      the Loaned Shares as of the date of such transfer.

     

    (d)  Any
      Collateral transferred by Borrower to Collateral Agent shall be security for
      Borrower’s obligations in respect of the Loaned Shares and for any other
      obligations of Borrower to Lender hereunder.  Borrower hereby pledges
      with, assigns to, and grants Collateral Agent for the benefit of Lender a
      continuing first priority security interest in, and a lien upon, all of
      Borrower’s right, title and interest in and to the Collateral, whether now
      existing or hereafter acquired or arising, together with all proceeds thereof,
      which security interest shall not attach, in the case of Section 3(c) above,
      until the transfer of the Loaned Shares by Lender to Borrower.  To
      provide for the effectiveness, validity, enforceability, perfection and priority
      of Lender's rights as a secured party, Borrower acknowledges that Collateral
      Agent has obtained control of the Collateral within the meaning of Sections
      8-106 and 9-106 of the UCC, and Collateral Agent acknowledges that it has
      control of the Collateral on behalf of Lender within the meaning of Section
      8-106(d)(3) of the UCC.  Notwithstanding anything to the contrary
      herein or in the UCC, Lender may not use or invest the Collateral and Collateral
      Agent shall take no instruction from Lender regarding the use or investment
      of
      Collateral.

     

    (e)  Following
      written notice by Borrower to Lender that any Collateral Trigger Event no longer
      exists, Collateral Agent shall release to Borrower Collateral with a Market
      Value equal to the Collateral Percentage of the Market Value of all outstanding
      Loaned Shares.  Such transfer of Collateral shall be made no later
      than the Cutoff Time on the Business Day immediately following the day that
      Borrower provides such written notice.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (f)  Following
      the transfer to Lender of Loaned Shares pursuant to Section 6, Collateral Agent shall release to Borrower
      Collateral with a Market Value equal to the Collateral Percentage of the Market
      Value of the Loaned Shares so transferred but only to the extent that
      immediately following such transfer of Collateral, no Collateral Deficit would
      exist.  Such transfer of Collateral shall be made no later than the
      Cutoff Time on the day the Loaned Shares are transferred, or if such day is
      not
      a day on which a transfer of such Collateral may be effected under Section 13, or if the transfer of Loaned Shares by
      Lender to Borrower occurs after the Cutoff Time on such day, then in each case
      the next day on which such a transfer may be effected.

     

    (g)  If
      Borrower transfers Collateral to Collateral Agent pursuant to Section 3(c)
      above, and Lender does not transfer the Loaned Shares to Borrower, Borrower
      shall have the absolute right to the return of the Collateral; and if Lender
      transfers Loaned Shares to Borrower and Borrower does not transfer Collateral
      to
      Collateral Agent when required pursuant to Section 3(c) above, Lender shall
      have
      the absolute right to the return of the Loaned Shares.

     

    (h)  Borrower
      may, upon notice to Lender and Collateral Agent, substitute Collateral for
      Collateral securing any Loan or Loans; provided that such substituted
      Collateral shall have a Market Value such that the aggregate Market Value of
      such substituted Collateral, together with all other Collateral, shall equal
      or
      exceed the Collateral Percentage of the Market Value of the Loaned Shares as
      of
      the date of such substitution.

     

    Section 4.  Mark
      To Market.

     

    (a)  If
      at the
      close of trading on any Business Day prior to the Facility Termination Date
      following the occurrence and during the continuance of a Collateral Trigger
      Event the aggregate Market Value of all Collateral shall be less than the
      Collateral Percentage of the Market Value of all the outstanding Loaned Shares
      (a “Collateral Deficit”), Lender may, by notice to Borrower and
      Collateral Agent, demand that Borrower transfer to Collateral Agent, for deposit
      to the Collateral Account, no later than the following Business Day, additional
      Collateral so that the Market Value of such additional Collateral, when added
      to
      the Market Value of all other Collateral, shall equal or exceed the Collateral
      Percentage of the Market Value of the Loaned Shares on such Business Day of
      determination.

     

    (b)  If
      at the
      close of trading on any Business Day prior to the Facility Termination Date
      the
      aggregate Market Value of all Collateral shall be greater than the Collateral
      Percentage of the Market Value of all the outstanding Loaned Shares (a
“Collateral Excess”), Borrower may, by notice to Lender and
      Collateral Agent, demand that Collateral Agent transfer to Borrower such amount
      of the Collateral selected by Borrower so that the Market Value of the
      Collateral, after deduction of such amounts, shall thereupon be at least equal
      to the Collateral

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
Percentage
    of the Market Value of the Loaned Shares on such Business Day of
    determination.
    
       

    

    (c)  Notwithstanding
      the foregoing, with respect to any outstanding Loans secured by Collateral,
      the
      respective rights of Lender and Borrower under Section 4(a) and Section 4(b)
      may
      be exercised only where a Collateral Excess or Collateral Deficit exceeds 2%
      of
      the Market Value of the Loaned Shares.

     

    Section 5.  Loan
      Fee.  Borrower paid Lender a single loan fee per Loan (a
“Loan Fee”) equal to $.001 per Loaned Share included in such
      Loan.

     

    Section 6.  Loan
      Terminations.

     

    (a)  Borrower
      may terminate all or any portion of a Loan on any Business Day by giving written
      notice thereof to Lender and transferring the corresponding number of Loaned
      Shares to Lender, without any consideration being payable in respect thereof
      by
      Lender to Borrower.  Any such loan termination shall be effective upon
      delivery of the Loaned Shares in accordance with the terms hereof.

     

    (b)  All
      outstanding Loans, if any, shall terminate on the Facility Termination Date
      and
      all Loaned Shares then outstanding, if any, shall be delivered by Borrower
      to
      Lender, without any consideration being payable in respect thereof by Lender
      to
      Borrower, no later than the fifth Business Day following the Facility
      Termination Date.

     

    (c)  If
      on any
      date, the number of Loaned Shares exceeds the Maximum Number of Shares, the
      number of Loaned Shares in excess of the Maximum Number of Shares shall be
      delivered by Borrower to Lender, without any consideration being payable in
      respect thereof by Lender to Borrower, no later than the third Business Day
      following such date.

     

    (d)  If
      a Loan
      is terminated upon the occurrence of a Default as set forth in Section 11, the Loaned Shares shall be delivered by
      Borrower to Lender, without any consideration being payable in respect thereof
      by Lender to Borrower, no later than the third Business Day following the
      termination date of such Loan as provided in Section
      11.  

     

    Section 7.  Distributions.

     

    (a)  If
      at any
      time when there are Loaned Shares outstanding under this Agreement, Lender
      pays
      a cash dividend or makes a cash distribution in respect of its outstanding
      Common Stock, Borrower shall pay to Lender (whether or not Borrower is a holder
      of any or all of the outstanding Loaned Shares), within one Business Day after
      the payment of such dividend or distribution, an amount in cash equal to the
      product of (i) the amount per share of such dividend or distribution and (ii)
      the number of Loaned Shares outstanding at such time.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)  If
      at any
      time when there are Loaned Shares outstanding under this Agreement, Lender
      makes
      a distribution in respect of its outstanding Common Stock (in liquidation or
      otherwise) in property or securities, including any options, warrants, rights
      or
      privileges in respect of securities (other than a distribution of Common Stock,
      but including any options, warrants, rights or privileges exercisable for,
      convertible into or exchangeable for Common Stock) to the then holder or holders
      of such Loaned Shares (a “Non-Cash Distribution”), Borrower
      shall deliver to Lender in kind (whether or not Borrower is a holder of any
      or
      all of the outstanding Loaned Shares), within one Business Day after the date
      of
      such Non-Cash Distribution, the property or securities so distributed in an
      amount (the “Delivery Amount”) equal to the product of (i) the
      amount per share of Common Stock of such Non-Cash Distribution and (ii) the
      number of Loaned Shares outstanding at such time; provided that in lieu
      of such delivery, Borrower may deliver to Lender the market value of the
      Delivery Amount, as determined by the Agent in accordance with market practice
      for the property or securities constituting the Non-Cash
      Distribution.

     

    Section 8.  Rights
      in Respect of Loaned Shares.

     

    (a)  Subject
      to the terms of this Agreement, including Borrower’s obligation to return the
      Loaned Shares in accordance with the terms of this Agreement, and except as
      otherwise agreed by Borrower and Lender, Borrower and any subsequent transferee
      of Loaned Shares shall have all of the incidents of ownership in respect of
      any
      Loaned Shares, including the right to transfer the Loaned Shares to
      others.  Lender hereby waives the right to vote, or to provide any
      consent or to take any similar action with respect to, the Loaned Shares in
      the
      event that the record date or deadline for such vote, consent or other action
      falls during the term of the Loan.  Borrower agrees that it and any of
      its affiliates that are the record owner of any Loaned Shares will not vote
      such
      Loaned Shares on any matter submitted to a vote of Lender’s stockholders
      generally.

     

    Section 9.  Representations
      and Warranties.

     

    (a)  Each
      of
      Borrower and Lender represent and warrant to the other that:

     

    (i)  it
      has
      full power to execute and deliver this Agreement, to enter into the Loans
      contemplated hereby and to perform its obligations hereunder;

     

    (ii)  it
      has
      taken all necessary action to authorize such execution, delivery and
      performance;

     

    (iii)  this
      Agreement constitutes its legal, valid and binding obligation enforceable
      against it in accordance with its terms; and

     

    (iv)  the
      execution, delivery and performance of this Agreement does not and will not
      violate, contravene, or constitute a default under, (A)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    its
      certificate of incorporation, bylaws or other governing documents, (B) any
      laws,
      rules or regulations of any governmental authority to which it is subject,
      (C)
      any contracts, agreements or instrument to which it is a party or (D) any
      judgment, injunction, order or decree by which it is bound.

     

    (b)  Lender
      represents and warrants to Borrower, as of the date hereof, that the Loaned
      Shares and all other outstanding shares of Common Stock of the Company have
      been
      duly authorized and are validly issued, fully paid nonassessible shares of
      Common Stock; and the stockholders of Lender have no preemptive rights with
      respect to the Loaned Shares.

     

    (c)  Lender
      represents and warrants to Borrower, as of the date hereof, that the outstanding
      shares of Common Stock are quoted on The NASDAQ Global Market.

     

    (d)  The
      representations and warranties of Borrower and Lender under this Section 9 shall remain in full force and effect at all
      times during the term of this Agreement and shall survive the termination for
      any reason of this Agreement.

     

    Section 10.  Covenants.

     

    (a)  Borrower
      covenants and agrees with Lender that (i) it will not hedge any short position
      resulting from the sale of any Loaned Shares (except in connection with a hedge
      of the Convertible Notes) and (ii) at all times when it is the record owner
      of,
      or has the power to give instructions or entitlement orders with respect to,
      any
      Loaned Shares, it will not transfer or dispose of such Loaned Shares, in each
      case except for the purpose of directly or indirectly facilitating the hedging
      of the Convertible Notes by the holders thereof.

     

    (b)  The
      parties hereto acknowledge that Borrower has informed Lender that Borrower
      is a
“financial institution” within the meaning of Section 101(22) of Title 11 of the
      United States Code (the “Bankruptcy Code”). The parties hereto
      further acknowledge and agree that (i) each Loan hereunder is intended to be
      a
“securities contract,” as such term is defined in Section 741(7) of the
      Bankruptcy Code; and (ii) each and every transfer of funds, securities and
      other
      property under this Agreement is intended to be a “settlement payment” or a
“margin payment,” as such terms are used in Sections 362(b)(6) and 546(e) of the
      Bankruptcy Code.

     

    (c)  Lender
      shall, no later than five Business Days prior to any repurchase of Common Stock,
      give Borrower a written notice of such repurchase (a “Repurchase
      Notice”) if, following such repurchase, the Outstanding Borrow
      Percentage after giving effect to such repurchase would be greater by 0.5%
      than
      the Outstanding Borrow Percentage included in the immediately preceding
      Repurchase Notice (or, in the case of the first such Repurchase Notice, greater
      than the Outstanding Borrow Percentage as of the date hereof).  The
“Outstanding Borrow Percentage” as of any day is the fraction
      (A) the numerator of which is the number of Loaned Shares outstanding on such
      day and (B) the denominator of which is the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    number
      of
      shares of Common Stock outstanding on such day, including such Loaned
      Shares.

     

    Section 11.  Events
      of Default.

     

    (a)  All
      Loans
      may, at the option of the Lender by a written notice to Borrower (which option
      shall be deemed exercised, even if no notice is given, immediately on the
      occurrence of an event specified in either Section
      11(a)(iii) or Section 11(a)(iv) below), be
      terminated (i) immediately on the occurrence of any of the events set forth
      in
Section 11(a)(iii) or Section 11(a)(iv) below and (ii) two
      Business Days
      following such notice on the occurrence of any of the other events set forth
      below, (each, a “Default”):

     

    (i)  Borrower
      fails to deliver Loaned Shares to Lender as required by Section 6;

     

    (ii)  Borrower
      fails to deliver or pay to Lender when due any cash, securities or other
      property as required by Section 7;

     

    (iii)  the
      filing by or on behalf of Borrower of a voluntary petition or an answer seeking
      reorganization, arrangement, readjustment of its debts or for any other relief
      under any bankruptcy, reorganization, receivership, compromise, arrangement,
      insolvency, readjustment of debt, dissolution, winding-up or liquidation or
      similar act or law, of any state, federal or other applicable foreign
      jurisdictions, now or hereafter existing (“Bankruptcy Law”), or
      any action by Borrower for, or consent or acquiescence to, the appointment
      of a
      receiver trustee or other custodian of Borrower, or of all or a substantial
      part
      of its property; or the making by Borrower of a general assignment for the
      benefit of creditors; or the admission by Borrower in writing of its inability
      to pay its debts as they become due; 

     

    (iv)  the
      filing of any involuntary petition against Borrower in bankruptcy or seeking
      reorganization, arrangement, readjustment of its debts or for any other relief
      under any Bankruptcy Law and an order for relief by a court having jurisdiction
      in the premises shall have been issued or entered therein; or any other similar
      relief shall be granted under any applicable federal or state law or law of
      any
      other applicable foreign jurisdictions; or a decree or order of a court having
      jurisdiction in the premises for the appointment of a receiver, liquidator,
      sequestrator, trustee or other officer having similar powers over Borrower
      or
      over all or a part of its property shall have been entered; or the involuntary
      appointment of an interim receiver, trustee or other custodian of Borrower
      or of
      all or a substantial part of its property; or the issuance of a warrant of
      attachment, execution or similar process against any substantial part of the
      property of Borrower; and continuance of any such event for 15 consecutive
      calendar 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

          
      days unless dismissed, bonded to the satisfaction of the court having
      jurisdiction in the premises or discharged;

     

    (v)  Borrower
      fails to provide any indemnity as required by Section
      14;

     

    (vi)  Borrower
      notifies Lender of its inability to or intention not to perform its obligations
      hereunder or otherwise disaffirms, rejects or repudiates any of its obligations
      hereunder; or

     

    (vii)  any
      representation made by Borrower in this Agreement or in connection with any
      Loan
      or Loans hereunder shall be incorrect or untrue in any material respect during
      the term of any Loan hereunder or Borrower fails to comply in any material
      respect with any of its covenants under this Agreement.

     

    Section
      12..  Lender’s
      Remedies.

     

    (a)  Notwithstanding
      anything to the contrary herein, if, upon the termination of any Loan by Lender
      under Section 11 and, at the time of such
      termination, the purchase of Common Stock in an amount equal to all or any
      portion of the Loaned Shares to be delivered to Lender in accordance with Section 6(d) (i) shall be prohibited by any law, rules
      or regulation of any governmental authority to which it is or would be subject,
      (ii) shall violate, or would upon such purchase likely violate, any order or
      prohibition of any court, tribunal or other governmental
      authority,  (iii) shall require the prior consent of any court,
      tribunal or governmental authority prior to any such repurchase, (iv) would
      subject Borrower, in the sole reasonable judgment of Borrower, to any liability
      or potential liability under any applicable federal securities laws (including,
      without limitation, Section 16 of the Exchange Act), or (v) shall be
      commercially impracticable, in the reasonable judgment of Borrower, in the
      time
      period required by Section 6(d) (each of (i), (ii), (iii), (iv) and (v), a
      “Legal Obstacle”), then, in each case, Borrower shall
      immediately notify Lender of the Legal Obstacle and the basis therefor,
      whereupon Borrower's obligations under Section 6(d)
      shall be suspended until such time as no Legal Obstacle with respect to such
      obligations shall exist (a “Repayment
      Suspension”).  Following the occurrence of and during the
      continuation of any Repayment Suspension, Borrower shall use its reasonable
      best
      efforts to remove or cure the Legal Obstacle as soon as
      practicable.  If Borrower is unable to remove or cure the Legal
      Obstacle within five Business Days of the termination of any Loan by Lender
      under Section 11, Borrower shall pay to Lender, in lieu of the delivery of
      Loaned Shares in accordance with Section 6(d), an amount in immediately
      available funds (the “Replacement Cash”) equal to the product
      of the Closing Price as of the Business Day immediately preceding the date
      Borrower makes such payment and the number of Loaned Shares otherwise required
      to be delivered.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)  If
      Borrower shall fail to deliver Loaned Shares to Lender pursuant to Section 6(d) when due, then, in addition to any other
      remedies available to Lender under this Agreement or under applicable law,
      Lender shall have the right (upon prior written notice to Borrower) to purchase
      a like amount of Loaned Shares (“Replacement Shares”) in the
      principal market for such securities in a commercially reasonable manner;
provided that if any Repayment Suspension shall exist and be
      continuing, Lender may not exercise its right to purchase Replacement Shares
      unless Borrower shall fail to pay the Replacement Cash to Lender when due in
      accordance with Section 12(a) above.  To the extent Lender shall
      exercise such right, Borrower’s obligation to return a like amount of Loaned
      Shares or to pay the Replacement Cash, as applicable, shall terminate and
      Borrower shall be liable to Lender for the purchase price of Replacement Shares
      (plus all other amounts, if any, due to Lender hereunder), all of which shall
      be
      due and payable within one Business Day of notice to Borrower by Lender of
      the
      aggregate purchase price of the Replacement Shares.  The purchase
      price of Replacement Shares purchased under this Section
      12 shall include broker’s fees and commissions and all other reasonable
      costs, fees and expenses related to such purchase; provided that Borrower shall
      not be liable for any broker’s fees and commissions to the extent that an
      affiliate of Borrower offered to act as broker for purchases of Replacement
      Shares and Lender elected to use a different broker.

     

    Section
      13.  Transfers.

     

    (a)  All
      transfers of Loaned Shares to Lender hereunder shall be made by the crediting
      by
      a Clearing Organization of such financial assets to the transferee’s “securities
      account” (within the meaning of Section 8-501 of the UCC) maintained with such
      Clearing Organization.  In every transfer of “financial assets”
(within the meaning of Section 8-102 of the UCC) hereunder, the transferor
      shall
      take all steps necessary (a) to effect a delivery of such financial assets
      to
      the transferee under Section 8-301 of the UCC, or to cause the creation of
      a
      security entitlement in favor of the transferee in such financial assets under
      Section 8-501 of the UCC, (b) to enable the transferee to obtain “control”
(within the meaning of Section 8-106 of the UCC) of such financial assets,
      and
      (c) to provide the transferee with comparable rights under any corresponding
      law
      or regulation of any other applicable jurisdiction.

     

    (b)  All
      transfers of cash hereunder to Borrower or Lender shall be by wire transfer
      in
      immediately available, freely transferable funds.

     

    (c)  A
      transfer of securities or cash may be effected under this Section 13 on any day except (i) a day on which the
      transferee is closed for business at its address set forth in Section 18 or
      (ii)  a day on which a Clearing Organization or wire transfer system
      is closed, if the facilities of such Clearing Organization or wire transfer
      system are required to effect such transfer.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      14 .  Indemnities.  

     

    (a)  Lender
      hereby agrees to indemnify and hold harmless Borrower and its affiliates and
      its
      former, present and future directors, officers, employees and other agents
      and
      representatives from and against any and all liabilities, judgments, claims,
      settlements, losses, damages, fees, liens, taxes, penalties, obligations and
      expenses (and losses relating to Borrower’s market activities as a consequence
      of becoming, or of the risk of becoming, subject to Section 16(b) under the
      Exchange Act, including without limitation, any forbearance from market
      activities or cessation of market activities and any losses in connection
      therewith or with respect to this Agreement) incurred or suffered by any such
      person or entity directly or indirectly arising from, by reason of, or in
      connection with, (i) any breach by Lender of any of its representations or
      warranties contained in Section 9 or (ii) any breach
      by Lender of any of its covenants or agreements in this Agreement.

     

    (b)  Borrower
      hereby agrees to indemnify and hold harmless Lender and its affiliates and
      its
      former, present and future directors, officers, employees and other agents
      and
      representatives from and against any and all liabilities, judgments, claims,
      settlements, losses, damages, fees, liens, taxes, penalties, obligations and
      expenses incurred or suffered by any such person or entity directly or
      indirectly arising from, by reason of, or in connection with (i) any breach
      by
      Borrower of any of its representations or warranties contained in Section 9 or (ii) any breach by Borrower of any of its
      covenants or agreements in this Agreement.

     

    (c)  In
      case
      any claim or litigation which might give rise to any obligation of a party
      under
      this Section 14 (each an “Indemnifying
      Party”) shall come to the attention of the party seeking
      indemnification hereunder (the “Indemnified Party”), the
      Indemnified Party shall promptly notify the Indemnifying Party in writing of
      the
      existence and amount thereof; provided that the failure of the Indemnified
      Party
      to give such notice shall not adversely affect the right of the Indemnified
      Party to indemnification under this Agreement, except to the extent the
      Indemnifying Party is materially prejudiced thereby.  The Indemnifying
      Party shall promptly notify the Indemnified Party in writing if it accepts
      such
      claim or litigation as being within its indemnification obligations under this
      Section 14.  Such response shall be
      delivered no later than 30 days after the initial notification from the
      Indemnified Party; provided that, if the Indemnifying Party reasonably cannot
      respond to such notice within 30 days, the Indemnifying Party shall respond
      to
      the Indemnified Party as soon thereafter as reasonably possible.

     

    (d)  An
      Indemnifying Party shall be entitled to participate in and, if (i) in the
      judgment of the Indemnified Party such claim can properly be resolved by money
      damages alone and the Indemnifying Party has the financial resources to pay
      such
      damages and (ii) the Indemnifying Party admits that this indemnity fully covers
      the claim or litigation, the Indemnifying Party shall be entitled to direct
      the
      defense of any claim at its expense, but such defense shall be conducted by
      legal counsel reasonably satisfactory to the Indemnified Party.  An
      Indemnified Party 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      shall
        not
        make any settlement of any claim or litigation under this Section 14 without the written consent of the
        Indemnifying Party.

    

     

    Section
      15.  Termination
      Of Agreement.

     

    (a)  This
      Agreement may be terminated (i) at any time by the written agreement of Lender
      and Borrower, or (ii) by Lender upon the occurrence of a Default.

     

    (b)  Unless
      otherwise agreed by Borrower and Lender, the provisions of Section 14 shall survive the termination of this
      Agreement.

     

    Section
      16.  [Omitted].

     

    Section
      17.
      Guarantee.  Guarantor shall execute a guarantee in favor of
      Lender substantially in the form attached hereto as Annex A (the
“Guarantee”) that will guaranty all obligations of Borrower
      with respect to this Agreement.

     

    Section
      18.  Notices.

     

    (a)  All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given when received.

     

    (b)  All
      such
      notices and other communications shall be directed to the following
      address:

     

    (i)  If
      to
      Borrower or Agent to:

     

    Citigroup
      Global Markets Inc.

    390
      Greenwich Street

    New
      York,
      NY  10013

    Telephone:  212-723-7323

    Telecopier:  212-723-8871

    Attention:
      Suvir Thadani


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii)
      If
      to Lender to:

     

    Charter
      Communications, Inc.

    12405
      Powerscourt Drive

    St.
      Louis, Missouri 63131

    Attention:
      Executive Vice President and General Counsel

    Telecopier
      No.: (314) 965-0555

     

    With
      a
      copy to:

     

    Gibson,
      Dunn & Crutcher LLP

    200
      Park
      Avenue

    New
      York,
      NY 10166

    Attention:
      Dennis J. Friedman, Esq.

    Telecopier
      No.: (212) 351-6201

     

    In
      the
      case of any party, at such other address as may be designated by written notice
      to the other parties.

     

    Section
      19.  Governing
      Law; Submission To Jurisdiction; Severability.

     

    (a)  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, but excluding any choice of law provisions that would require
      the application of the laws of a jurisdiction other than New York.

     

    (b)  EACH
      PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE
      JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN
      NEW
      YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE
      OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER
      OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN HEREUNDER AND (B) WAIVES,
      TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT
      FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND
      ANY
      RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR
      DOMICILE.

     

    (c)  EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL
      BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
      THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    (d)  To
      the
      extent permitted by law, the unenforceability or invalidity of any provision
      or
      provisions of this Agreement shall not render any other provision or provisions
      herein contained unenforceable or invalid.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      20..  Designation of Replacement Collateral
      Agent.  If at any time while this Agreement is in effect (i)
      Citigroup Global Markets Inc. ceases to be a Securities Intermediary or (ii)
      Lender shall determine, in its sole discretion, that any of the relationships
      by
      or among the parties hereto are reasonably likely to prevent Lender from
      acquiring, or jeopardize the continuation of, a first priority security interest
      in any Collateral, Lender shall be entitled, following the occurrence and during
      the continuance of any Collateral Trigger Event, to designate a bank or trust
      company reasonably satisfactory to Borrower as a successor Collateral
      Agent.  In the event of a designation of a successor Collateral Agent,
      each of the parties to this Agreement agrees to take all such actions as are
      reasonably necessary to effect the transfer of rights and obligations of
      Citigroup Global Markets Inc. as Collateral Agent hereunder to such successor
      Collateral Agent, including the execution and delivery of amendments to this
      Agreement as shall be necessary to effect such designation and
      transfer.

     

    Section 21.  Counterparts.  This
      Agreement may be executed in any number of counterparts, and all such
      counterparts taken together shall be deemed to constitute one and the same
      agreement.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto to have executed this Share Lending
      Agreement as of the date and year first above written.

     

    


    
      	
               

              CHARTER
                COMMUNICATIONS, INC. as Lender

               

            	 	
               

              CITIGROUP
                GLOBAL MARKETS LIMITED as Borrower

            
	
               

              By:
                /s/ Thomas J. Degnan

                  Name:
                Thomas J. Degnan    

              Title:
                Vice President - Finance and Corporate Treasurer

               

               

            	 	
               

              By:
                /s/ Daniel Richards

              Name:
                Daniel Richards

              Title:
                Managing Director

               

               

            


    

    


    
      	
               

              CITIGROUP
                GLOBAL MARKETS INC. as Collateral Agent

            	 	
               

              CITIGROUP
                GLOBAL MARKETS INC. as Agent

            
	
               

              
                By:
                  /s/ Daniel Richards

                Name:
                  Daniel Richards

                Title:
                  Managing Director

                 

              

               

            	 	
               

              
                By:
                  /s/ Daniel Richards

                Name:
                  Daniel Richards

                Title:
                  Managing Director

                 

              

               

            


    

    


    
      	 	 	 
	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      A

    


    Form
      of Guarantee

    


    


    Guarantee,
      dated as of October 2, 2007, of CITIGROUP GLOBAL MARKETS HOLDINGS INC., aNew
      York corporation (the “Guarantor”), in favor of CHARTER COMMUNICATIONS, INC.
      (the “Counterparty”).

    


    1.           Guarantee.  In
      order to induce the Counterparty to amend and restate as of the date hereof
      the
      Share Lending Agreement, dated as of November 22, 2004 (the “Agreement” and as
      such Agreement is amended and restated as of the date hereof, the “Amended and
      Restated Agreement”), with the Guarantor's wholly-owned subsidiary Citigroup
      Global Markets Limited (“Citigroup”), the Guarantor absolutely and
      unconditionally guarantees to the Counterparty, its successors and permitted
      assigns, the prompt payment of all amounts payable by Citigroup under the
      Amended and Restated Agreement, whether due or to become due, secured or
      unsecured, joint or several after taking into account the proceeds of
      liquidation of any collateral or other security held by the Counterparty (the
      “Obligations”) all without regard to any counterclaim, set-off, deduction or
      defense of any kind which Citigroup or the Guarantor may have or assert, and
      without abatement, suspension, deferment or diminution on account of any event
      or condition whatsoever; providedhowever, that Guarantor’s
      obligations under this Guarantee shall be subject to Citigroup’s defenses,
      rights to set-off, counterclaim or withhold payment as provided in the Amended
      and Restated Agreement.  Any capitalized term used herein and not
      otherwise defined shall have the meaning assigned to it in the Amended and
      Restated Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.           Nature
      of Guarantee.  This Guarantee is a guarantee of payment and
      not of collection.  The Counterparty shall not be obligated, as a
      condition precedent to performance by the Guarantor hereunder, to file any
      claim
      relating to the Obligations in the event that Citigroup becomes subject to
      a
      bankruptcy, reorganization or similar proceeding, and the failure of the
      Counterparty to file a claim shall not affect the Guarantor's obligations
      hereunder.  This Guarantee shall continue to be effective or be
      reinstated if any payment to the Counterparty by Citigroup on account of any
      Obligation is returned to Citigroup or is rescinded upon the insolvency,
      bankruptcy or reorganization of Citigroup.

    


    3.           Consents,
      Waivers and Renewals.  The Guarantor agrees that the
      Counterparty may at any time and from time to time, either before or after
      the
      maturity thereof, without notice to or further consent of the Guarantor, change
      the time, manner or place of payment or any other term of, any Obligation,
      exchange, release, nonperfection or surrender any collateral for, or renew
      or
      change any term of  any of the Obligations owing to it, and may also
      enter into a written agreement with Citigroup or with any other party to the
      Amended and Restated Agreement or person liable on any Obligation, or interested
      therein, for the extension, renewal, payment, compromise, modification, waiver,
      discharge or release thereof, in whole or in part, without impairing or
      affecting this Guarantee.  The Obligations of the Guarantor under this
      Guarantee are unconditional, irrespective of the value, genuineness, validity,
      or enforceability of the Obligations.  The Guarantor waives demands,
      promptness, diligence and all notices that may be required by law or to perfect
      the Counterparty's rights hereunder except notice to the Guarantor of a default
      by Citigroup under the Amended and Restated Agreement.  No failure,
      delay or single or partial exercise by the Counterparty of its rights or
      remedies hereunder shall operate as a waiver of such rights or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    remedies.  All
      rights and remedies hereunder or allowed by law shall be cumulative and
      exercisable from time to time.

    


    4.           Representations
      and Warranties.  The Guarantor hereby represents and warrants
      that:

    (i)           the
      Guarantor is duly organized, validly existing and in good standing under the
      laws of the State of New York;

    (ii)          the
      Guarantor has the requisite corporate power and authority to issue this
      Guarantee and to perform its obligations hereunder, and has duly authorized,
      executed and delivered this Guarantee;

    (iii)          the
      Guarantor is not required to obtain any authorization, consent, approval,
      exemption or license from, or to file any registration with, any government
      authority as a condition to the validity of, or to the execution, delivery
      or
      performance of, this Guarantee;

    (iv)          as
      of the date of this Guarantee, there is no action, suit or proceeding pending
      or
      threatened against the Guarantor before any court or arbitrator or any
      governmental body, agency or official in which there is a reasonable possibility
      of an adverse decision which could affect, in a materially adverse manner,
      the
      ability of the Guarantor to perform any of its obligations under, or which
      in
      any manner questions the validity of, this Guarantee;

    (v)           the
      execution, delivery and performance of this Guarantee by the Guarantor does
      not
      contravene or constitute a default under any statute, regulation or rule of
      any
      governmental authority or under any provision of the Guarantor's certificate
      of
      incorporation or by-laws or any contractual restriction binding on the
      Guarantor; and

    (vi)          this
      Guarantee constitutes the legal, valid and binding obligation of the Guarantor
      enforceable in accordance with its terms, subject to


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    the
      effect of any bankruptcy, insolvency, reorganization, moratorium or similar
      law
      affecting creditors' rights generally, and to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

    


    5.           Subrogation.  Upon
      payment by Guarantor of any sums to Counterparty under this Guarantee, all
      rights of Guarantor against Citigroup arising as a result thereof by way of
      right of subrogation or otherwise shall in all respects be subordinate and
      junior in right of payment to the prior indefeasible payment in full of all
      the
      obligations of Citigroup under the Amended and Restated Agreement, including
      all
      Transactions then in effect between Citigroup and Counterparty.

    


    6.           Termination.
      This Guarantee is a continuing guarantee and shall remain in full
      force
      and effect until such time as it may be revoked by the Guarantor by notice
      given
      to the Counterparty, such notice to be deemed effective upon receipt thereof
      by
      the Counterparty or at such later date as may be specified in such notice;
      provided, however, that such revocation shall not limit or
      terminate this Guarantee in respect of any Transaction effected under the
      Amended and Restated Agreement which shall have been entered into prior to
      the
      effectiveness of such revocation.  Notwithstanding anything to the
      contrary in this Paragraph 6, this Guarantee shall terminate, and Guarantor
      shall be released from all of the Obligations hereunder with respect to any
      Transaction(s), immediately upon the transfer or assignment of such
      Transaction(s) to an entity which is not an Affiliate of Citigroup (as such
      term
      is defined in Section 14 of the Amended and Restated Agreement), if such
      transfer or assignment is completed in accordance with the provisions of Section
      7 of the Amended and Restated Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    7.           Notices.  Any
      notice or communication required or permitted to be made hereunder shall be
      made
      in the same manner and with the same effect, unless otherwise specifically
      provided herein, as set forth in the Amended and Restated
      Agreement.

    


    8.           GOVERNING
      LAW; JURISDICTION.  THIS GUARANTEE SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
      EFFECT TO CHOICE OF LAW DOCTRINE AND WITHOUT GIVING EFFECT TO ANY PROVISION
      THEREOF THAT WOULD PERMIT OR REQUIRE THE LAWS OF ANOTHER JURISDICTION TO
      APPLY.  THE GUARANTOR HEREBY IRREVOCABLY CONSENTS TO, FOR THE PURPOSES
      OF ANY PROCEEDING ARISING OUT OF THIS GUARANTEE, THE EXCLUSIVE JURISDICTION
      OF
      THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED
      IN THE BOROUGH OF MANHATTAN IN  NEW YORK CITY.

    


    9.           Miscellaneous.  Each
      reference herein to the Guarantor, Counterparty or Citigroup shall be deemed
      to
      include their respective successors and assigns.  The provisions
      hereof shall inure in favor of each such successor or assign.  This
      Guarantee (i) shall supersede any prior or contemporaneous representations,
      statements or agreements, oral or written, made by or between the parties with
      regard to the subject matter hereof, (ii)  may be amended only by a
      written instrument executed by the Guarantor and Counterparty and (iii) may
      not
      be assigned by either party without the prior written consent of the other
      party.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the undersigned has
      executed this Guarantee as of the date first above written.

    


    CITIGROUP
      GLOBAL MARKETS

    HOLDINGS
      INC.

    


    
      By:
        /s/ Daniel Richards

      Name:
        Daniel Richards

      Title:
        Managing Director