EX-10.8: CREDIT AGREEMENT

Exhibit 10.8
Conformed Copy

EXECUTION COPY

FALCON CABLE COMMUNICATIONS, LLC
as Borrower

CREDIT AGREEMENT

Dated as of June 30, 1998, as Amended and Restated as of November 12, 1999,
as further Amended and Restated as of September 26, 2001

BANK OF AMERICA, N.A. AND FLEET NATIONAL BANK
as Documentation Agents

J.P. MORGAN SECURITIES INC.
as Syndication Agent

and

TORONTO DOMINION (TEXAS), INC.
as Administrative Agent

J.P. MORGAN SECURITIES INC. AND TD SECURITIES (USA) INC.
as Joint Lead Arrangers and Joint Bookrunners

Table of Contents

EXHIBITS

                  This Agreement, dated as of June 30, 1998, as amended and restated as of November 12, 1999, as further amended and restated as of September 26, 2001, is among Falcon Cable Communications, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as defined below) parties hereto, the Lenders (as defined below) parties hereto, Bank of America, N.A. and Fleet National Bank, as Documentation Agents, J.P. Morgan Securities Inc., as Syndication Agent, and Toronto Dominion (Texas), Inc., as Administrative Agent.

                  Recitals: The parties hereto have agreed to amend and restate the Credit Agreement, dated as of June 30, 1998, as amended and restated as of November 12, 1999 (the “Existing Credit Agreement”), among the Borrower and the other parties named therein, as provided in this Agreement, which Agreement shall become effective upon the satisfaction of the conditions precedent set forth in Section 5.1 hereof. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder.

                  The parties hereto hereby agree that on the Second Restatement Effective Date (as defined below) the Existing Credit Agreement shall be amended and restated in its entirety as follows:

                  1. Definitions; Certain Rules of Construction

                  Certain capitalized terms are used in this Agreement and in the other Credit Documents with the specific meanings defined below in this Section 1. Except as otherwise explicitly specified to the contrary, (a) the capitalized term “Section” refers to sections of this Agreement, (b) the capitalized term “Exhibit” refers to exhibits to this Agreement, (c) references to a particular Section include all subsections thereof, (d) the word “including” shall be construed as “including without limitation”, (e) accounting terms not otherwise defined herein shall have the meaning provided under GAAP, (f) references to a particular statute or regulation include all rules and regulations thereunder and any successor statute, regulation or rules, in each case as from time to time in effect, (g) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement and the other Credit Documents, (h) references to “Dollars” or “$” mean United States Funds and (i) references to the “date hereof” mean June 30, 1998. In addition, the Administrative Agent is authorized to insert in the definitive execution copy of this Agreement the respective dollar amounts of the scheduled reductions of the Maximum Amount of Revolving Credit and the Maximum Amount of New Restatement Revolving Credit pursuant to Sections 2.1.1 and 2.5.1 based on the aggregate amount thereof as of the Second Restatement Effective Date and the respective scheduled percentage reductions set forth in said Sections, together with a final version of Exhibit 11.1. Notwithstanding anything to the contrary in this Agreement, the Borrower and no more than one Revolving Lender may agree that such Revolving Lender shall convert its Commitment in respect of the Revolving Loan into a Commitment in respect of the New Restatement Revolving Loan (not to exceed $20,000,000) at any time during the period from the Second Restatement Effective Date to the date that is 10 days thereafter. Any such conversion shall be deemed to be effective as of the Second Restatement Effective Date.

                  “Accumulated Benefit Obligations” means 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” means Toronto Dominion in its capacity as administrative agent for the Lenders hereunder, as well as its successors and assigns in such capacity pursuant to Section 11.6.

                  “Affected Lender” is defined in Section 12.3.

2

                  “Affiliate” means, with respect to any Restricted Company (or any other specified Person, including a Lender), any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Restricted Company (or other specified Person) or, in the case of any Lender which is an investment fund, the investment advisor thereof and any investment fund having the same investment advisor, and shall include (a) any officer (having a title of senior vice president or equal or greater seniority) or director or general partner of such Restricted Company (or other specified Person) and (b) any Person of which the Restricted Company (or other specified Person) or any Affiliate (as defined in clause (a) above) of such Restricted Company (or other specified Person) shall, directly or indirectly, beneficially own either (i) at least 15% of the outstanding Equity Interests having the general power to vote or (ii) at least 15% of all Equity Interests.

                  “Agent” means each of the Documentation Agents, the Syndication Agent and the Administrative Agent.

                  “Aggregate Percentage Interests” means, at any date, the sum of the dollar amounts represented by the Percentage Interests in each of the Revolving Loan, New Restatement Revolving Loan, Term Loan B, Term Loan C and Supplemental Loan.

                  “Agreement” means this Agreement as from time to time in effect.

                  “Annualized Asset Cash Flow Amount” means, with respect to any disposition of assets, an amount equal to the portion of Consolidated Operating Cash Flow for the most recent fiscal quarter as to which financial statements have been delivered pursuant to Section 7.4.1 or 7.4.2 which was contributed by such assets multiplied by four.

                  “Applicable Margin” means, on any date, the percentage in the table below for the applicable portion of the Revolving Loan, New Restatement Revolving Loan, Supplemental Restatement Revolving Loan, Term Loan B or Term Loan C, as the case may be, set opposite the applicable Reference Leverage Ratio.

Revolving Loan

New Restatement Revolving Loan/Supplemental Restatement Revolving Loan

3

Term Loan B

Term Loan C

                  Any adjustment in the Applicable Margin shall take effect on the third Banking Day following the receipt by the Administrative Agent of the financial statements required to be furnished by Section 7.4.1 or 7.4.2; provided, however, that if for any reason the Restricted Companies shall not have furnished the financial statements required by Section 7.4.1 or 7.4.2 for any fiscal quarter by the time required by such Sections and the Administrative Agent reasonably determines that the Applicable Margin indicated by the Reference Leverage Ratio for such fiscal quarter would be increased from that previously in effect, commencing on the date which is three Banking Days after such financial statements were due until the third Banking Day following receipt by the Administrative Agent of such financial statements, the Applicable Margin shall be the Applicable Margin as so increased. In the case of the New Restatement Revolving Loan, the Supplemental Restatement Revolving Loan and Term Loan B, the Applicable Margin corresponding to a Reference Leverage Ratio of less than 2.50 shall not be available until the Borrower has delivered financial statements pursuant to Section 7.4.1 with respect to its fiscal year ending December 31, 2001.

                  “Applicable Maturity Date” means (a) with respect to the Revolving Loan, the Final Revolving Maturity Date, (b) with respect to Term Loan B, the Final Term Loan B Maturity Date, (c) with respect to Term Loan C, the Final Term Loan C Maturity Date, (d) with respect to the New Restatement Revolving Loan, the Final New Restatement Revolving Maturity Date, (e) with respect to the Supplemental Restatement Revolving Loan, the Final Supplemental Restatement Revolving Maturity Date and (f) with respect to any other Supplemental Loan, the final maturity date of the applicable portion of such Supplemental Loan.

                  “Applicable Rate” means, at any date, the sum of:

4

                  “Asset Reinvestment Reserve Amount” is defined in Section 4.4.3.

                  “Assignee” is defined in Section 12.1.1.

                  “Assignment and Acceptance” is defined in Section 12.1.1.

                  “Banking Day” means any day other than Saturday, Sunday or a day on which banks in Houston, Texas or New York, New York are authorized or required by law or other governmental action to close and, if such term is used with reference to a Eurodollar Pricing Option, any day on which dealings are effected in the Eurodollars in question by first-class banks in the inter-bank Eurodollar markets in New York, New York and at the location of the applicable Eurodollar Office.

                  “Bankruptcy Code” means Title 11 of the United States Code (or any successor statute) and the rules and regulations thereunder, all as from time to time in effect.

                  “Bankruptcy Default” means an Event of Default referred to in Section 9.1.11.

                  “Base Rate” means, on any day, the greater of (a) the rate of interest announced by the Administrative Agent at the Houston Office from time to time as its corporate base rate (which may not be its lowest commercial lending rate) or (b) the sum of 1/2% plus the Federal Funds Rate.

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

                  “Borrower” is defined in the preamble hereto.

                  “By-laws” means all written by-laws, rules, regulations and all other documents relating to the management, governance or internal regulation of any Person other than an individual, or interpretive of the Charter of such Person, all as from time to time in effect.

5

                  “Capital Expenditures” means, for any period, amounts added or required to be added to the property, plant and equipment or other fixed assets account on the Consolidated balance sheet of the Restricted Companies, prepared in accordance with GAAP, in respect of (a) the acquisition, construction, improvement or replacement of land, buildings, machinery, equipment, leaseholds and any other real or personal property, (b) to the extent not included in clause (a) above, materials, contract labor and direct labor relating thereto (excluding amounts properly expensed as repairs and maintenance in accordance with GAAP) and (c) software development costs to the extent not expensed in accordance with GAAP; provided, however, that Capital Expenditures shall not include the purchase price for the acquisition of another Person (or all or a portion of the assets of another Person) as a going concern permitted by Section 7.9; and provided, further, that Capital Expenditures shall not include amounts funded with insurance proceeds received in respect of the loss of or damage to property, plant, equipment or other fixed assets of the Restricted Companies.

                  “Capitalized Lease” means any lease which is required to be capitalized on the balance sheet of the lessee in accordance with GAAP, including Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

                  “Capitalized Lease Obligations” means the amount of the liability reflecting the aggregate discounted amount of future payments under all Capitalized Leases calculated in accordance with GAAP, including Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

                  “Cash Equivalents” means:

                  “CERCLA” means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980.

                  “CERCLIS” means the federal Comprehensive Environmental Response Compensation Liability Information System List (or any successor document) promulgated under CERCLA.

6

                  “Charter” means the articles of organization, certificate of incorporation, statute, constitution, joint venture agreement, partnership agreement, limited liability company operating agreement, trust indenture or other charter document of any Person other than an individual, each as from time to time in effect.

                  “Charter Communications VII” means Charter Communications VII, LLC, a Delaware limited liability company, and any successor corporation, partnership, limited liability company or other entity that would not create an Event of Default immediately as a result of such succession and that enters into assumption agreements with respect to the Pledge and Subordination Agreement and the other Credit Documents to which Charter Communications VII is a party reasonably satisfactory to such successor and the Administrative Agent in all respects.

                  “Charter Communications VII Debt” means any Indebtedness of Charter Communications VII.

                  “Charter Group” means the collective reference to Charter Communications, Inc., Charter Communications Holding Company, LLC, the Borrower and its Subsidiaries, together with any member of the Paul Allen Group or any Affiliate of any such member that, in each case, directly or indirectly owns Equity Interests (determined on the basis of economic interests) in the Borrower or any of its Subsidiaries. Notwithstanding the foregoing, no individual and no entity organized for estate planning purposes shall be deemed to be a member of the Charter Group.

                  “Closing Date” means the Initial Closing Date and each subsequent date on which any extension of credit is made pursuant to Section 2.1, or 2.4 or 2.5.

                  “Code” means, collectively, the federal Internal Revenue Code of 1986 (or any successor statute) and the rules and regulations thereunder.

                  “Commitment” means, with respect to any Lender, such Lender’s Percentage Interest in the obligations to extend the credits contemplated by the Credit Documents.

                  “Commitment Notice” is defined in Section 2.4.1.

                  “Commonly Controlled Entity” means 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.

                  “Communications Act” means the federal Communications Act of 1934, the federal Cable Television Consumer Protection and Competition Act of 1992 and the federal Telecommunications Act of 1996.

                  “Computation Covenants” means Sections 7.5, 7.6.6, 7.6.7, 7.6.14, 7.6.15, 7.6.16, 7.7.3, 7.9.7, 7.9.8, 7.9.9, 7.9.11, 7.10.3, 7.10.7, 7.10.8, 7.11.3, 7.11.5, 7.11.7 and 7.17.

                  “Consolidated” and “Consolidating”, when used with reference to any term, mean that term as applied to the accounts of the Restricted Companies (or other specified Person) and all of their respective Subsidiaries (or other specified group of Persons), or such of their respective Subsidiaries as may be specified, consolidated or combined or consolidating or combining, as the case may be, in accordance with GAAP and with appropriate deductions for minority interests in Subsidiaries, as required by GAAP; provided, however, that in no event shall the Excluded Companies be included in the

7

Consolidated financial statements of the Restricted Companies for purposes of compliance with Section 7 (other than Section 7.4) or for purposes of determining the Applicable Margin and the related definitions.

                  “Consolidated Annualized Operating Cash Flow” means the product of Consolidated Operating Cash Flow multiplied by four.

                  “Consolidated Cash Interest Expense” means, for any period, the aggregate amount of interest, including payments in the nature of interest under Capitalized Leases and net payments under Interest Rate Protection Agreements, accrued by the Restricted Companies on Consolidated Total Debt and Interest Rate Protection Agreements (whether such interest is reflected as an item of expense or capitalized) in accordance with GAAP on a Consolidated basis; provided, however, that Consolidated Cash Interest Expense shall include commitment fees and other Lender fees included in interest expense in accordance with GAAP and Distributions to any Qualified Parent Company or Charter Communications VII described in Section 7.10.3 on account of interest on Indebtedness incurred by any Qualified Parent Company or Charter Communications VII, as the case may be, but shall not include PIK Interest Payments.

                  “Consolidated Excess Cash Flow” means, for any period, Consolidated Operating Cash Flow minus Consolidated Total Fixed Charges.

                  “Consolidated Interest Coverage Ratio” means, for any fiscal quarter of the Restricted Companies, a ratio, expressed as a percentage, equal to Consolidated Operating Cash Flow for the three-month period ending on the last day of such fiscal quarter divided by Consolidated Cash Interest Expense for such three-month period.

                  “Consolidated Net Income” means, for any period, the net income (or loss) of the Restricted Companies determined in accordance with GAAP on a Consolidated basis (giving pro forma effect to the results of operations for such period of any Person or other business acquired through purchase or exchange by the Restricted Companies in accordance with Section 7.9 during such period, but not giving effect to the results of operations for such period contributed by any System or other assets sold by the Restricted Companies during such period); provided, however, that Consolidated Net Income shall not include:

8

                  For purposes of computing Consolidated Net Income for any fiscal quarter, to the extent such items have not previously been accrued or allocated to a prior period, (i) payments of insurance deductible amounts and discretionary employee or management bonuses shall be allocated one fourth to the fiscal quarter in which payment is made and one fourth to each of the next three fiscal quarters and (ii) Consolidated Net Income shall include 100% of the income of each Restricted Company, notwithstanding that such Restricted Company may not be a Wholly Owned Subsidiary of the Borrower and that, as a result thereof, GAAP would otherwise require a portion of such Restricted Company’s income from Consolidated Net Income to be deducted on account of minority interests in such Restricted Company.

                  “Consolidated Operating Cash Flow” means, for any three-month period, the total of:

                  “Consolidated Pro Forma Debt Service” means, for any period, the sum of the following items, projected to be accrued by the Restricted Companies:

9

For purposes of computing Consolidated Pro Forma Debt Service:

                  “Consolidated Revenues” means, for any period:

                  “Consolidated Total Debt” means, at any date, the principal amount of all Financing Debt of the Restricted Companies on a Consolidated basis minus the lesser of (a) cash and Cash Equivalents of the Restricted Companies on a Consolidated basis in accordance with GAAP or (b) $5,000,000.

                  “Consolidated Total Fixed Charges” means, for any period, the sum of:

10

                  “Copyright Act” is defined in Section 8.5.2.

                  “Credit Document” means:

                  “Credit Obligation” means all present and future liabilities, obligations and Indebtedness of any Restricted Company or any of their Affiliates party to a Credit Document owing to any Lender (or, in the case of Interest Rate Protection Agreements or Lender Letters of Credit, any Affiliate of a Lender) under or in connection with this Agreement, any other Credit Document or any Lender Letter of Credit, including obligations in respect of principal, interest, commitment fees, payment and reimbursement obligations under Interest Rate Protection Agreements and Lender Letters of Credit, amounts provided for in Sections 3.2.4, 3.4, 3.5, 3.6 and 10 and other fees, charges, indemnities and expenses from time to time owing hereunder or under any other Credit Document or any Lender Letter of Credit (all whether accruing before or after a Bankruptcy Default and whether or not allowed in a bankruptcy proceeding).

                  “Credit Participant” is defined in Section 12.2.

                  “Credit Security” means all assets from time to time hereafter subjected to a security interest, mortgage or charge (or intended or required so to be subjected pursuant to the Pledge and Subordination Agreement or any other Credit Document) to secure the payment or performance of any of the Credit Obligations.

                  “Default” means any Event of Default and any event or condition which with the passage of time or giving of notice, or both, would become an Event of Default.

                  “Delinquency Period” is defined in Section 11.4.3.

                  “Delinquent Lender” is defined in Section 11.4.3.

                  “Delinquent Payment” is defined in Section 11.4.3.

11

                  “Designated Financing Debt” means Financing Debt incurred by a Restricted Company after the Second Restatement Effective Date other than Financing Debt permitted by Sections 7.6.1 (the Credit Obligations), 7.6.7 (purchase money Indebtedness and Capitalized Leases), 7.6.9 (intercompany Indebtedness), 7.6.10 (existing Indebtedness), 7.6.14 (Specified Long-Term Indebtedness), 7.6.15 (assumed Indebtedness) and 7.6.16 (other Indebtedness).

                  “Distribution” means, with respect to any Restricted Company (or other specified Person):

provided, however, that the term “Distribution” shall not include payments in the ordinary course of business in respect of (i) reasonable compensation paid to employees, officers and directors, (ii) advances to employees for travel expenses, drawing accounts and similar expenditures, (iii) rent paid to or accounts payable for services rendered or goods sold by non-Affiliates or (iv) intercompany accounts payable and real property leases to non-Affiliates. It is understood that any Distribution permitted by this Agreement to be made to any Qualified Parent Company may be made through Charter Communications VII.

                  “Documentation Agents” means each of Bank of America, N.A. and Fleet National Bank in its capacity as Documentation Agent for the Lenders hereunder, as well as its successors and assigns in such capacity pursuant to Section 11.6.

                  “Environmental Laws” means all applicable federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines having the force of law (including consent decrees and administrative orders) relating to public health and safety and protection of the environment.

                  “Equity Interests” means 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

12

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

                  “Eurodollar Pricing Options” means the options granted pursuant to Section 3.2.1 to have the interest on any portion of the Loan computed on the basis of a Eurodollar Rate.

                  “Eurodollars” means, with respect to any Lender, deposits of United States Funds in a non-United States office or an international banking facility of such Lender.

                  “Eurodollar Office” means such office of any Lender as such Lender may from time to time select in connection with Loans made in Eurodollars.

                  “Eurodollar Rate” for any Interest Period means the rate, rounded to the nearest 1/100%, obtained by dividing (a) the Basic Eurodollar Rate for such Eurodollar Interest Period by (b) an amount equal to 1 minus the Eurodollar Reserve Rate; provided, however, that if at any time during such Interest Period the Eurodollar Reserve Rate applicable to any outstanding Eurodollar Pricing Option changes, the Eurodollar Rate for such Interest Period shall automatically be adjusted to reflect such change, effective as of the date of such change.

                  “Eurodollar Reserve Rate” means the stated maximum rate (expressed as a decimal) of all reserves (including any basic, supplemental, marginal or emergency reserve or any reserve asset), if any, as from time to time in effect, required by any Legal Requirement to be maintained by any Lender against (a) “Eurocurrency liabilities” as specified in Regulation D of the Board of Governors of the Federal Reserve System (or any successor regulation), (b) any other category of liabilities that includes Eurodollar deposits by reference to which the interest rate on portions of the Loan covered by Eurodollar Pricing Options is determined, (c) the principal amount of or interest on any portion of the Loan covered by a Eurodollar Pricing Option or (d) any other category of extensions of credit, or other assets, that includes loans covered by a Eurodollar Pricing Option.

                  “Event of Default” is defined in Section 9.1.

                  “Exchange Act” means the federal Securities Exchange Act of 1934.

                  “Excluded Companies” means Falcon Lake Las Vegas Cablevision, L.P., a Delaware limited partnership, Falcon/Capital Cable, a Delaware general partnership, Falcon/Capital Cable Partners, L.P., a Delaware limited partnership, Wilcat Transmission Company, Inc., a Delaware corporation, SFC Transmissions, a California joint venture, and 212 Seventh Street, Inc., a Missouri corporation, Bend Cable Communications, LLC, Central Oregon Cable Advertising, LLC and any other Subsidiary (including a Subsidiary that is a Permitted Joint Venture) of a Restricted Company that at the time of determination shall be designated as an Excluded Company by written notice of such Restricted Company to the Administrative Agent. The Borrower may designate any Subsidiary of the Restricted Companies (including any newly acquired or newly organized Subsidiary of the Restricted Companies) to be an Excluded Company by written notice to the Administrative Agent, provided the acquisition or organization of such Subsidiary would be permitted under Section 7.9. The Borrower may designate any Excluded Company to be a Restricted Company by written notice to the Administrative Agent, provided that no Default shall occur and be continuing or shall result as a consequence thereof.

13

                  “Excluded Swap Excess Amount” means any Swap Excess Amount determined pursuant to one or more Permitted Asset Swaps consummated after the First Restatement Effective Date until the aggregate Swap Excess Percentages equal 15%. For the purposes of this definition, the “Swap Excess Percentage” with respect to any Permitted Asset Swap that results in a Swap Excess Amount shall equal the quotient (expressed as a percentage) of such Swap Excess Amount divided by Consolidated Annualized Operating Cash Flow as shown in the most recently submitted compliance computations pursuant to Section 7.4.2(b).

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

                  “FCC License” means any broadcasting, community antenna television or relay systems, each station, business radio, microwave and other license issued by the FCC under the Communications Act.

                  “Federal Funds Rate” means, for any day, (a) the rate equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as such weighted average is published for such day (or, if such day is not a Banking Day, for the immediately preceding Banking Day) by the Federal Reserve Bank of New York or (b) if such rate is not so published for such Banking Day, as determined by the Administrative Agent using any reasonable means of determination. Each determination by the Administrative Agent of the Federal Funds Rate shall, in the absence of manifest error, be conclusive.

                  “Final New Restatement Revolving Maturity Date” means June 29, 2007.

                  “Final Revolving Maturity Date” means December 29, 2006.

                  “Final Supplemental Restatement Revolving Maturity Date” means December 31, 2007.

                  “Final Term Loan B Maturity Date” means June 29, 2007.

                  “Final Term Loan C Maturity Date” means December 31, 2007.

                  “Financial Officer” means in the case of any specified Person, the chief financial officer, treasurer, corporate controller or vice president whose primary responsibility is for the financial affairs of such Person, and whose incumbency and signatures will have been certified to the Administrative Agent by an appropriate attesting officer prior to or contemporaneously with the delivery of any certificates delivered to the Administrative Agent hereunder.

                  “Financing Debt” means:

14

                  “First Restatement Effective Date” means November 12, 1999.

                  “Franchise” means any franchise, permit, license or other authorization granted by any governmental unit or authority that authorizes the construction and operation of a System.

                  “GAAP” means generally accepted accounting principles, as defined by the United States Financial Accounting Standards Board, as from time to time in effect; provided, however, that (a) for purposes of compliance with Section 7 (other than Section 7.4) and the related definitions, “GAAP” means such principles as in effect on December 31, 2000 as applied by the Restricted Companies in the preparation of the December 31, 2000 financial statements referred to in Section 8.2.1, and consistently followed, without giving effect to any subsequent changes thereto and (b) in the event of a change in generally accepted accounting principles after such date, either the Borrower or the Required Lenders may request a change in the definition of “GAAP”, in which case the parties hereto shall negotiate in good faith with respect to an amendment of this Agreement implementing such change.

                  “Guarantee” means, with respect to any Restricted Company (or other specified Person):

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee and the amount of Indebtedness resulting from such Guarantee shall be the amount which should be carried on the balance sheet of the obligor whose obligations were guaranteed in respect of such obligations, determined in accordance with GAAP.

                  “Guarantor” means Charter Communications VII, each Restricted Company and each Subsidiary of a Restricted Company that is party hereto and is not either the Borrower or an Excluded Company. Exhibit 1-A lists the Guarantors as of the Second Restatement Effective Date. It is understood that no Minority Interest HoldCo in its capacity as such shall be a Guarantor.

15

                  “Hazardous Material” means, collectively, any pollutant, toxic or hazardous material or waste, including any “hazardous substance” or “pollutant” or “contaminant” as defined in section 101(14) of CERCLA or any similar state or local statute or regulation or regulated as toxic or hazardous under the Resource Conservation and Recovery Act or any similar state or local statute or regulation, and the rules and regulations thereunder, as from time to time in effect.

                  “Holding Companies” means any Minority Interest HoldCo, Charter Communications VII and the Restricted Companies.

                  “Houston Office” means the principal banking office of the Administrative Agent in Houston, Texas.

                  “Indebtedness” means all obligations, contingent or otherwise, which in accordance with GAAP are required to be classified upon the balance sheet of any Restricted Company (or other specified Person) as liabilities, but in any event including:

                  “Indemnified Party” is defined in Section 10.2.

                  “Initial Closing Date” means the first Closing Date hereunder, which date was June 30, 1998.

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

                  “Insolvent” means the condition of Insolvency.

                  “Interest Period” means any period, selected as provided in Section 3.2.1, of one, two, three and six months (or any longer period to which all the Lenders have given their consent to the Administrative Agent), commencing on any Banking Day and ending on the corresponding date in the

16

subsequent calendar month so indicated (or, if such subsequent calendar month has no corresponding date, on the last day of such subsequent calendar month); provided, however, that subject to Section 3.2.3, if any Interest Period so selected would otherwise begin or end on a date which is not a Banking Day, such Interest Period shall instead begin or end, as the case may be, on the immediately preceding or succeeding Banking Day as determined by the Administrative Agent in accordance with the then current banking practice in the inter-bank Eurodollar market with respect to Eurodollar deposits at the applicable Eurodollar Office, which determination by the Administrative Agent shall, in the absence of manifest error, be conclusive.

                  “Interest Rate Protection Agreement” means any interest rate swap, interest rate cap, interest rate hedge or other contractual arrangement protecting a Person against increases in variable interest rates or converting fixed interest rates into variable interest rates on Financing Debt.

                  “Investment” means, with respect to any Restricted Company (or other specified Person):

                  The investments described in the foregoing clauses (a) through (f) shall constitute Investments whether they are made or acquired by purchase, exchange, issuance of stock or other securities, merger, reorganization or any other method, provided, however, that Investments shall not include (i) current trade and customer accounts receivable for property leased, goods furnished or services rendered in the ordinary course of business and payable in accordance with customary trade terms, (ii) advances, payments and prepayments to suppliers for property leased, goods furnished and services rendered in the ordinary course of business, (iii) advances to employees for travel expenses, drawing accounts and similar expenditures, (iv) stock or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due to any Restricted Company or as security for any such Indebtedness or claim or (v) demand deposits in banks or trust companies.

                  In determining the amount of outstanding Investments for purposes of Section 7.9, the amount of any Investment shall be the cost thereof (including the amount of any Indebtedness assumed in any purchase or secured by any asset acquired in such purchase (whether or not any Indebtedness is assumed) or for which any Person that becomes a Subsidiary is liable on the date on which the securities of such Person are acquired) minus any returns of capital on such Investment actually received in cash (determined in accordance with GAAP without regard to amounts realized as income on such Investment).

17

                  “Legal Requirement” means any requirement imposed upon any of the Lenders by (a) any law, rule or regulation of any governmental authority or (b) any regulation, order, interpretation, ruling or official directive of the Board of Governors of the Federal Reserve System or any other board or governmental or administrative agency. Any such requirement not having the force of law shall be deemed to be a Legal Requirement if any of the Lenders reasonably believes that compliance therewith is in accordance with customary commercial practice.

                  “Lender” means the Persons owning a Percentage Interest in the Credit Obligations under this Agreement or having a Commitment and their respective Assignees permitted by Section 12.1.

                  “Lender Consent Letter” means a consent letter in a form approved by the Administrative Agent pursuant to which a Lender consents to the amendments to the Existing Credit Agreement effected pursuant to this Agreement and, if applicable, agrees to convert its existing Commitment in respect of the Revolving Loan into a Commitment in respect of the New Restatement Revolving Loan or to provide a new or additional Commitment in respect of the New Restatement Revolving Loan.

                  “Lender Letters of Credit” means letters of credit issued by any Lender (or any Affiliate thereof) for the account of the Borrower, so long as the aggregate undrawn face amount thereof, together with any unreimbursed reimbursement obligations in respect thereof, does not exceed $15,000,000 at any one time.

                  “Lending Officer” shall mean such officers or employees of the Administrative Agent as from time to time designated by it in writing to the Borrower.

                  “Lien” means, with respect to any Restricted Company (or any other specified Person):

                  “Loan” means, collectively, the Revolving Loan, the New Restatement Revolving Loan, the Term Loan and the Supplemental Loan.

                  “Margin Stock” means “margin stock” within the meaning of Regulations T, U or X (or any successor provisions) of the Board of Governors of the Federal Reserve System, or any regulations, interpretations or rulings thereunder, all as from time to time in effect.

                  “Material Adverse Change” means a material adverse change since December 31, 2000 in the business, assets, financial condition or income of the Restricted Companies (on a Consolidated basis) (or any other specified Persons) as a result of any event or development.

                  “Material Agreements” means the partnership agreements or limited liability company agreements for each Restricted Company that is a limited partnership or limited liability company, in each case as amended, modified and supplemented in accordance with Section 7.2.3.

18

                  “Material Financing Debt” means any Financing Debt (other than the Credit Obligations under this Agreement) outstanding in an aggregate amount of principal (whether or not due) and accrued interest exceeding $10,000,000.

                  “Maximum Amount of New Restatement Revolving Credit” is defined in Section 2.5.1.

                  “Maximum Amount of Relevant Supplemental Revolving Credit” is defined in Section 2.4.1.

                  “Maximum Amount of Revolving Credit” is defined in Section 2.1.1.

                  “Maximum Amount of Supplemental Credit” is defined in Section 2.4.1.

                  “Maximum Amount of Supplemental Restatement Revolving Credit” is defined in Section 2.4.5.

                  “Minority Interest HoldCo” means any Affiliate of any Restricted Company that directly holds a minority Equity Interest in any Restricted Company.

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

                  “Net Cash Proceeds” means the cash proceeds of an Operating Asset Sale by any Restricted Company net of (a) any Indebtedness permitted by Section 7.6.7 (Capitalized Leases and purchase money indebtedness) secured by assets being sold in such transaction required to be paid from such proceeds, (b) with respect to any such Restricted Company that is not a tax flow-through entity, income taxes that will be required to be paid as a result of such asset sale as estimated by such Restricted Company in good faith, and with respect to any such Restricted Company that is a tax flow-through entity, distributions to all the direct or indirect holders of the equity of such Restricted Company, in proportion to their ownership interests, sufficient to permit each such direct or indirect holder of the equity of such Restricted Company to pay income taxes that may be required to be paid by it as a result of such asset sale as estimated by such Restricted Company in good faith, (c) all reasonable expenses of such Restricted Company incurred in connection with the transaction and (d) amounts subject to a reserve or escrow to fund indemnification obligations incurred in connection with such asset sale; provided, however, that the principal (but not interest) component of amounts described in this clause (d) will become Net Cash Proceeds upon release from such reserve or escrow.

                  “Net Debt Proceeds” means the cash proceeds of the incurrence of Designated Financing Debt by any Restricted Company (net of reasonable out-of-pocket transaction fees and expenses).

                  “New Restatement Revolving Facility” is defined in Section 2.5.1.

                  “New Restatement Revolving Lenders” is defined in Section 2.5.1.

                  “New Restatement Revolving Loan” is defined in Section 2.5.1.

                  “New Restatement Revolving Note” is defined in Section 2.5.3.

                  “Nonperforming Lender” is defined in Section 11.4.3.

19

                  “Notes” means each of the Revolving Notes, the New Restatement Revolving Notes, the Term B Notes, the Term C Notes and the Supplemental Notes.

                  “Obligor” means the Borrower and each other Restricted Company guaranteeing or granting collateral to secure any Credit Obligations.

                  “Operating Assets” means (a) a group of tangible and intangible assets used by a Person to provide cable television services or to conduct any related activities, or (b) all of the outstanding Equity Interests in a Person engaged in the provision of cable television services or conducting any related activities.

                  “Operating Asset Sale” is defined in Section 4.4.1.

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

                  “Payment Date” means the last Banking Day of each March, June, September and December.

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

                  “Percentage Interest” is defined in Section 11.1.

                  “Performing Lender” is defined in Section 11.4.3.

                  “Permitted Asset Swap” means the exchange by any Restricted Company of Operating Assets (including Systems) (a) for fair value in a single transaction (or a substantially contemporaneous series of related transactions) pursuant to which, within five Banking Days of the transfer of such Operating Assets, the Restricted Companies receive Operating Assets related to businesses permitted by Section 7.2.1 or (b) in a transaction which qualifies as a like-kind exchange under section 1031 of the Code or any successor provision (with any cash received by the Restricted Company in connection with such exchange constituting Net Cash Proceeds therefrom and any cash paid by the Restricted Company in connection with such exchange being subject to the limitations of Section 7.9).

                  “Permitted Joint Venture” means a joint venture, limited partnership, corporation, general partnership or limited liability company or other entity between or involving a Restricted Company pursuant to which the new entity would operate a business not prohibited by Section 7.2.1; provided, however, that if the Permitted Joint Venture is not a Restricted Company, the Restricted Companies shall in no event incur any Financing Debt, by way of guarantee, general partner or joint venturer liability or otherwise, as a result of the incurrence of Financing Debt by any such joint venture, limited partnership, corporation, general partnership or limited liability company.

                  “Person” means any present or future natural person or any corporation, association, partnership, joint venture, company, limited liability company, business trust, trust, organization, business or government or any governmental agency or political subdivision thereof.

                  “PIK Interest Payments” means any accrued interest payments on Financing Debt that are postponed, evidenced by book-entry accrual or made through the issuance of “payment-in-kind” notes or

20

other securities, all in accordance with the terms of such Financing Debt; provided, however, that in no event shall PIK Interest Payments include payments made with cash or Cash Equivalents.

                  “Plan” means, 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.

                  “Pledge and Subordination Agreement” means the Pledge and Subordination Agreement, dated as of June 30, 1998, as amended and restated as of November 12, 1999, among the Restricted Companies, Charter Communications VII, any Minority Interest HoldCo and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

                  “Pro Rata New Restatement Revolver Prepayment Portion” means, at any date, with respect to specified Net Cash Proceeds from any Operating Asset Sale that will be allocated to repay the New Restatement Revolving Loan, the portion of such Net Cash Proceeds calculated as follows:

                  “Pro Rata Revolver Prepayment Portion” means, at any date, with respect to specified Net Cash Proceeds from any Operating Asset Sale that will be allocated to repay the Revolving Loan, the portion of such Net Cash Proceeds calculated as follows:

An example of the computation of the Pro Rata Revolver Prepayment Portion is set forth in Exhibit 1-B.

                  “Pro Rata Supplemental Restatement Revolver Prepayment Portion” means, at any date, with respect to specified Net Cash Proceeds from any Operating Asset Sale that will be allocated to repay the Supplemental Restatement Revolving Loan, the portion of such Net Cash Proceeds calculated as follows:

21

                  “Pro Rata Term Loan B Prepayment Portion” means, at any date, with respect to specified Net Cash Proceeds from any Operating Asset Sale that will be allocated to repay Term Loan B, the portion of such Net Cash Proceeds calculated as follows:

                  “Pro Rata Term Loan C Prepayment Portion” means, at any date, with respect to specified Net Cash Proceeds from any Operating Asset Sale that will be allocated to repay Term Loan C, the portion of such Net Cash Proceeds calculated as follows:

                  “Pro Rata Term Prepayment Portions” means, collectively, the Pro Rata Term Loan B Prepayment Portion and the Pro Rata Term Loan C Prepayment Portion.

                  “Qualified Institutional Buyer” means:

22

                  “Qualified Parent Company” means Charter Communications, Inc. or any of its direct or indirect Subsidiaries, in each case provided that the Borrower shall be an indirect Subsidiary of such Person.

                  “Redeemable Capital Stock” means any class or series of Equity Interests of any Person that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be, required to be redeemed (in whole or in part) prior to the final maturity of any portion of the Loan or is redeemable (in whole or in part) at the option of the holder thereof at any time prior to the final maturity of any portion of the Loan.

                  “Reference Leverage Ratio” means, at any date, the ratio of (a) Consolidated Total Debt as of the end of the most recent fiscal quarter for which financial statements have been furnished to the Lenders in accordance with Section 7.4.2 prior to such date to (b) Consolidated Annualized Operating Cash Flow for such period.

                  “Register” is defined in Section 12.1.3.

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

                  “Remaining Dollar-Years” of any Indebtedness means, at any date, the sum of the products obtained by multiplying (a) the amount of each remaining scheduled payment of principal (or in the case of a revolving credit facility, each scheduled reduction in the revolving credit commitment) by (b) the number of years (calculated to the nearest twelfth) which will elapse between such date and the making of the payment (or in the case of a revolving credit facility, such scheduled reduction in the revolving credit commitment).

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

                  “Replacement Lender” is defined in Section 12.3.

                  “Reportable Event” means 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.

                  “Required Lenders” means, with respect to any consent or other action to be taken by either the Lenders or any Agent under the Credit Documents, such Lenders as own at least a majority of the Aggregate Percentage Interests; provided, however, that with respect to the matters referred to in the proviso to Section 17.1, Required Lenders means such Lenders as own at least the respective portions of the Percentage Interests indicated therein.

                  “Resource Conservation and Recovery Act” means the federal Resource Conservation and Recovery Act, 42 U.S.C. section 690, et seq.

                  “Restricted Company” means each of the Borrower, the Guarantors (other than Charter Communications VII) and their respective Subsidiaries that are Guarantors and that are not Excluded Companies. Exhibit 1-A lists the Restricted Companies as of the Second Restatement Effective Date.

23

                  “Revolving Lender” means each Lender owning a Percentage Interest in the Revolving Loan or having a Commitment to extend a portion of the Revolving Loan and its Assignees permitted by Section 12.1.

                  “Revolving Loan” is defined in Section 2.1.1.

                  “Revolving Note” is defined in Section 2.1.3.

                  “Second Restatement Effective Date” is defined in Section 5.1.

                  “Securities Act” means the federal Securities Act of 1933.

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

                  “Specified Agents” means the Syndication Agent and the Administrative Agent.

                  “Specified Change of Control” means a “Change of Control” (or any defined term having a comparable purpose) contained in the documentation governing any Charter Communications VII Debt or any Specified Long-Term Indebtedness.

                  “Specified Long-Term Indebtedness” means any Indebtedness incurred pursuant to Section 7.6.14.

                  “Specified Subordinated Debt” means any Indebtedness of the Borrower issued directly or indirectly to Paul G. Allen or any of his Affiliates, so long as such Indebtedness (a) qualifies as Specified Long-Term Indebtedness and (b) has subordination terms substantially identical to those set forth in Exhibit 1-C.

                  “Subscriber” means each home with one or more television sets connected to a System and each subscriber equivalent represented by a bulk account (determined by dividing the total monthly bill for the account by the basic monthly charge for a single outlet in the area).

                  “Subsidiary” means any Person of which the Borrower (or other specified Person) shall at the time, directly or indirectly through one or more of its Subsidiaries, (a) own at least 50% of the outstanding Equity Interests entitled to vote generally, (b) hold at least 50% of the partnership, joint venture or similar interests or (c) be a general partner or joint venture.

                  “Supplemental Agent” is defined in Section 2.4.1.

                  “Supplemental Facility” is defined in Section 2.4.1.

                  “Supplemental Lenders” is defined in Section 2.4.1.

                  “Supplemental Loan” is defined in Section 2.4.4.

                  “Supplemental Note” is defined in Section 2.4.4.

                  “Supplemental Restatement Revolving Facility” is defined in Section 2.4.5.

                  “Supplemental Restatement Revolving Lenders” is defined in Section 2.4.5.

24

                  “Supplemental Restatement Revolving Loan” is defined in Section 2.4.5.

                  “Swap Excess Amount” is defined in Section 7.11.5.

                  “Syndication Agent” means J.P. Morgan Securities Inc., in its capacity as syndication agent hereunder, as well as its successors and assigns in such capacity pursuant to Section 11.6.

                  “System” means the assets constituting a cable television system most of which is within a geographical area covered by one or more Franchises held by any Restricted Company serving subscribers who are connected by drop lines to trunk or distribution lines carrying signals from one or more head-end facilities.

                  “Tax” means any tax, levy, duty, deduction, withholding or other charges of whatever nature at any time required by any Legal Requirement (a) to be paid by any Lender or (b) to be withheld or deducted from any payment otherwise required hereby to be made to any Lender, in each case on or with respect to (i) the principal amount of or interest on any portion of the Loan, (ii) any fees, expenses, indemnities or other amounts payable to any Lender under any Credit Document or (iii) funds transferred from a non-United States office or an international banking facility of any Lender to a United States office of such Lender in order to fund (or deemed by Section 3.2.6 to have funded) a portion of the Loan subject to a Eurodollar Pricing Option; provided, however, that the term “Tax” shall not include (A) taxes imposed upon or measured by the net income of such Lender or (B) franchise or similar business licensing taxes for qualification of offices of such Lender in any jurisdiction.

                  “Term Lender” means each Lender owning a Percentage Interest in the Term Loans and its Assignees permitted by Section 12.1.

                  “Term Loan” means Term Loan B and Term Loan C, collectively.

                  “Term Loan B” is defined in Section 2.2.1.

                  “Term Loan B Lender” means each Lender owning a Percentage Interest in Term Loan B and its Assignees permitted by Section 12.1.

                  “Term Loan B Note” is defined in Section 2.2.2.

                  “Term Loan C” is defined in Section 2.3.1.

                  “Term Loan C Lender” means each Lender owning a Percentage Interest in Term Loan C and its Assignees permitted by Section 12.1.

                  “Term Loan C Note” is defined in Section 2.3.2.

                  “Term Notes” means the Term Loan B Notes and the Term Loan C Notes, collectively.

                  “Threshold Management Fee Date” means any date on which, both before and after giving pro forma effect to the payment of any previously deferred management fees pursuant to Section 7.17 (including any Indebtedness incurred in connection therewith), the Consolidated Interest Coverage Ratio, determined in respect of the most recent fiscal quarter for which the relevant financial information is available, is greater than 225%.

25

                  “Threshold Transaction Date” means any date on which, both before and after giving pro forma effect to a particular transaction (including any Indebtedness incurred in connection therewith), the Consolidated Interest Coverage Ratio, determined in respect of the most recent fiscal quarter for which the relevant financial information is available, is greater than 175%.

                  “Toronto Dominion” means Toronto Dominion (Texas), Inc.

                  “Tranche” means each of the Revolving Loan, New Revolving Loan, Term Loan B, Term Loan C and the Supplemental Loan, each considered as a separate credit facility.

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

                  “Weighted Average Life to Maturity” of any Indebtedness means, at any date, the number of years obtained by dividing the Remaining Dollar-Years of such Indebtedness by the outstanding principal amount of the Indebtedness (or, in the case of a revolving credit facility, the maximum amount of revolving credit commitment, regardless of the amount of revolving loans then outstanding).

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

                  “Wholly Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests entitled to vote generally (other than directors’ qualifying shares) is owned by the Borrower (or other specified Person) directly, or indirectly through one or more Wholly Owned Subsidiaries.

                  2. The Credits.

                  2.1. Revolving Credit.

                  2.1.1. Revolving Loan. Subject to all of the terms and conditions of this Agreement and so long as no Default exists and is continuing, each Revolving Lender severally agrees to make revolving loans to the Borrower in an aggregate principal amount for all Revolving Lenders equal to the amount requested in accordance with Section 2.1.2 from time to time prior to the Final Revolving Maturity Date, but not to exceed at any time outstanding the Maximum Amount of Revolving Credit. In no event will the principal amount of the loans at any one time outstanding made by any Revolving Lender under this Section 2.1 exceed an amount equal to such Revolving Lender’s Percentage Interest in the Maximum Amount of Revolving Credit.

                  “Maximum Amount of Revolving Credit” means, on any date, the amount set forth for such date in the table below, reduced as provided further below:

26

27

                  Each amount in the foregoing table shall be further permanently reduced by the following amounts:

                  The aggregate principal amount of the loans made pursuant to this Section 2.1.1 at any time outstanding is referred to as the “Revolving Loan”.

                  2.1.2. Borrowing Requests. Revolving Loans will be made to the Borrower by the Revolving Lenders under Section 2.1.1 on any Banking Day prior to the Final Revolving Maturity Date. Not later than noon (New York time) on the first Banking Day (third Banking Day if any portion of such loan will be subject to a Eurodollar Pricing Option on the requested Closing Date) prior to the requested Closing Date for any such loan, a Financial Officer for the Borrower will give the Administrative Agent notice of its request (which may be given by a telephone call received by a Lending Officer and promptly confirmed in writing), specifying (a) the amount of the requested loan (not less than $1,000,000 and an integral multiple of $100,000) (except to the extent a greater amount may be required in the case of a Eurodollar Pricing Option) and (b) the requested Closing Date therefor. Upon receipt of such notice by

28

the Administrative Agent, the Administrative Agent shall give prompt telephonic or written notice to each Lender. Each such loan will be made at the Houston Office by wire deposit to the Administrative Agent as specified in writing from time to time. In connection with each such loan, the Borrower shall furnish to the Administrative Agent a certificate in substantially the form of Exhibit 5.2.1.

                  2.1.3. Revolving Notes. The Administrative Agent shall keep a record of the Revolving Loan and the respective interests of the Lenders therein as part of the Register, which shall evidence the Revolving Loan. The Revolving Loan shall be deemed owed to each Lender having a Commitment therein severally in accordance with such Lender’s Percentage Interest therein, and all payments thereon shall be for the account of each Lender in accordance with its Percentage Interest therein. Upon written request of any Lender, the Borrower’s obligations to pay such Lender’s Percentage Interest in the Revolving Loan shall be evidenced by a separate note of the Borrower in substantially the form of Exhibit 2.1.3 (the “Revolving Notes”), payable to such Lender in accordance with such Lender’s Percentage Interest in the Revolving Loan.

                  2.2. Term Loan B.

                  2.2.1. Term Loan B. On June 30, 1998, certain Lenders made term loans to the Borrower in an aggregate amount equal to $125,794,117.75 and on September 30, 1998 certain Lenders made term loans to the Borrower in an aggregate amount equal to $74,205,882.25. The aggregate principal amount of the loans made pursuant to this Section 2.2.1 at any one time outstanding is collectively referred to as “Term Loan B”.

                  2.2.2. Term Loan B Notes. Term Loan B is evidenced by term notes of the Borrower (the “Term Loan B Notes”) payable to the respective Term Loan B Lenders. The Term Loan B Note issued to each Lender shall be in substantially the form of Exhibit 2.2.2.

                  2.3. Term Loan C.

                  2.3.1. Term Loan C. On June 30, 1998, certain Lenders made term loans to the Borrower in an aggregate amount equal to $300,000,000. The aggregate principal amount of the loans made pursuant to this Section 2.3.1 at any one time outstanding is collectively referred to as “Term Loan C”.

                  2.3.2. Term Loan C Notes. Term Loan C is evidenced by term notes of the Borrower (the “Term Loan C Notes”) payable to the respective Term Loan C Lenders. The Term Loan C Note issued to each Term Loan C Lender shall be in substantially the form of Exhibit 2.3.2.

                  2.4. Supplemental Credit.

                  2.4.1. Request for Supplemental Facilities. Subject to all the terms of this Agreement and so long as no Default exists and is continuing, from time to time the Borrower may request, by written notice to the Administrative Agent, a revolving credit and/or term loan facility (a “Supplemental Facility”) in a specified aggregate amount (in the case of a revolving credit facility requested under this Section 2.4.1, the “Maximum Amount of Relevant Supplemental Revolving Credit”) that, when added to the sum of then effective Supplemental Facilities (including the Supplemental Restatement Revolving Facility), does not exceed (a) $700,000,000 minus (b) the amount, if any, by which (i) the sum of the Commitment in respect of the Revolving Loan and the Commitment in respect of the New Restatement Revolving Loan (in each case as of the Second Restatement Effective Date) exceeds (ii) the Commitment in respect of the Revolving Loan immediately prior to the Second Restatement Effective Date (the

29

“Maximum Amount of Supplemental Credit”). The interest rate, commitment fee rate, amortization schedule, maturity date and other terms and conditions for each Supplemental Facility shall be proposed by the Borrower at the time the Borrower requests such Supplemental Facility; provided, however, that (a) the final maturity of such Supplemental Facility shall in no event occur prior to the Final Term Loan C Maturity Date, (b) the Weighted Average Life to Maturity of such Supplemental Facility shall in no event be shorter than, if the Supplemental Facility is a revolving credit loan, the Weighted Average Life to Maturity of the Revolving Loan and, if the Supplemental Facility is a term loan, the Weighted Average Life to Maturity of Term Loan C and (c) the terms and conditions of such Supplemental Facility shall be materially no more restrictive on the Restricted Companies than the provisions of this Agreement applicable to the Loan. It is understood that no portion of the New Restatement Revolving Facility constitutes a Supplemental Facility.

                  Upon receipt of such request and proposed terms, the Administrative Agent will promptly notify, and deliver a copy of such request and related materials to, each other Lender (by telephone or otherwise). Within 10 Banking Days after receipt by the Lenders of such request, each Lender interested in participating in the requested Supplemental Facility shall notify the Administrative Agent and the Borrower of its desire to participate and the maximum amount of its proposed Commitment with respect to such Supplemental Facility (a “Commitment Notice”); provided, however, that each Lender may participate in such Supplemental Facility in its sole discretion, and, except as otherwise provided in Section 2.4.5, no Lender shall have any obligation to participate in any Supplemental Facility unless and until it commits to do so as provided in this Section 2.4.1. Following receipt of such Commitment Notices, the Borrower (i) shall allocate the Commitments with respect to such Supplemental Facility, which allocations may be made, at the Borrower’s option, in whole or in part to one or more of the Lenders or other lenders selected by the Borrower (such Lenders or other lenders, the “Supplemental Lenders”), (ii) shall select one or more financial institutions (which financial institutions may, but need not, include one or more of the Agents or Lenders) to serve as the agent or agents for the Supplemental Facility (such agent or agents, the “Supplemental Agent”) and (iii) shall advise each Lender of the amount of such Lender’s Commitment with respect to the Supplemental Facility; provided, however, that the existing Lenders providing a Commitment Notice with respect to such Supplemental Facility shall be entitled to participate in such Supplemental Facility on terms and conditions generally applicable to all Supplemental Lenders with respect to such Supplemental Facility, subject, however, to the allocations made by the Borrower pursuant to clause (i) above. Supplemental Lenders and Supplemental Agents not otherwise Lenders hereunder shall become Lenders hereunder pursuant to a joinder agreement reasonably satisfactory to the Specified Agents and the Borrower. The Specified Agents and the Borrower will agree on amendments to this Agreement, if any, necessary to implement any Supplemental Facility and a form of Supplemental Note to be issued by the Borrower in connection with such Supplemental Facility.

                  2.4.2. Supplemental Facilities. Subject to all the terms and conditions of this Agreement and so long as no Default exists and is continuing, from time to time prior to the final maturity of the Supplemental Facility determined in accordance with Section 2.4.1, the Supplemental Lenders will, severally in accordance with their respective Commitments therein, make loans to the Borrower with respect to such Supplemental Facility as may be requested by the Borrower in accordance with Section 2.4.3. The aggregate principal amount of outstanding revolving loans under any Supplemental Facility shall in no event exceed the Maximum Amount of Relevant Supplemental Revolving Credit for such Supplemental Facility. The sum of the aggregate principal amount of outstanding loans under all Supplemental Facilities shall in no event exceed the Maximum Amount of Supplemental Credit.

                  2.4.3. Borrowing Requests. After a Supplemental Facility has been established as provided in this Section 2.4, the Borrower may from time to time request a loan under this Section 2.4 by providing to the Supplemental Agent and the Administrative Agent a written notice in accordance with

30

Section 2.4.1. Such notice must be not later than noon (Houston time) on the first Banking Day (third Banking Day if any portion of such loan will be subject to a Eurodollar Pricing Option on the requested Closing Date) prior to the requested Closing Date for such loan. The notice must specify (a) the amount of the requested loan (which shall be not less than $500,000 and an integral multiple of $100,000) and (b) the requested Closing Date therefor (which shall be a Banking Day). Upon receipt of such notice, the Supplemental Agent will promptly inform each Supplemental Lender participating in such Supplemental Facility (by telephone or otherwise). Each such loan will be made at the office of the Supplemental Agent specified by such Supplemental Agent by depositing the amount thereof to the general account of the Borrower with the Supplemental Agent or by wire transfer as the Borrower may direct in writing to the Supplemental Agent. In connection with each such loan, the Borrower shall furnish to the Supplemental Agent and the Administrative Agent a certificate in substantially the form of Exhibit 5.2.1 and any additional information the Supplemental Agent, Administrative Agent or any Lender shall reasonably request. For the purposes of this Section 2.4.3, the Supplemental Agent in respect of the Supplemental Restatement Revolving Facility shall be the Administrative Agent.

                  2.4.4. Supplemental Notes. The aggregate principal amount of the loans outstanding from time to time under this Section 2.4 (including the Supplemental Restatement Revolving Loan) is referred to as the “Supplemental Loan”. The Administrative Agent shall keep a record of the Supplemental Loan and the interests of the respective Lenders therein as part of the Register, which shall evidence the Supplemental Loan. The Supplemental Loan shall be deemed owed to each Lender having a Commitment therein severally in accordance with such Lender’s Percentage Interest therein, and all payments thereon shall be for the account of each Lender in accordance with its Percentage Interest therein. Upon request of any Lender, the Borrower’s obligations to pay such Lender’s Percentage Interest in the Supplemental Loan shall be evidenced by a separate note of the Borrower (the “Supplemental Note”), payable to such Lender in accordance with such Lender’s Percentage Interest in the Supplemental Loan.

                  2.4.5. Supplemental Restatement Revolving Facility. Effective on the First Restatement Effective Date, certain Lenders (the “Supplemental Restatement Revolving Lenders”) agreed to provide a Supplemental Facility (the “Supplemental Restatement Revolving Facility”) having the terms and conditions set forth in this Agreement. Subject to all of the terms and conditions of this Agreement and so long as no Default exists and is continuing, each Supplemental Restatement Revolving Lender severally agrees to make revolving loans to the Borrower in an aggregate principal amount for all Supplemental Restatement Revolving Lenders equal to the amount requested in accordance with this Section 2.4.5 from time to time prior to the Final Supplemental Restatement Revolving Maturity Date, but not to exceed at any time outstanding the Maximum Amount of Supplemental Restatement Revolving Credit. In no event will the principal amount of the loans at any one time outstanding made by any Supplemental Restatement Revolving Lender under this Section 2.4.5 exceed an amount equal to such Revolving Lender’s Percentage Interest in the Maximum Amount of Supplemental Restatement Revolving Credit.

                  “Maximum Amount of Supplemental Restatement Revolving Credit” means, on any date, the amount set forth for such date in the table below, reduced as provided further below:

31

32

                  In addition, each amount in the foregoing table shall be further permanently reduced by the following amounts:

                  The aggregate principal amount of the loans made pursuant to this Section 2.4.5 at any time outstanding is referred to as the “Supplemental Restatement Revolving Loan”.

                  2.5. New Restatement Revolving Facility.

33

                  2.5.1. New Restatement Revolving Loan. Effective on the Second Restatement Effective Date, the Lenders (the “New Restatement Revolving Lenders”) listed as “New Restatement Revolving Lenders” on Exhibit 11.1 shall provide a revolving credit facility (the “New Restatement Revolving Facility”) having the terms and conditions set forth in this Agreement. Subject to all of the terms and conditions of this Agreement and so long as no Default exists and is continuing, each New Restatement Revolving Lender severally agrees to make revolving loans to the Borrower in an aggregate principal amount for all New Restatement Revolving Lenders equal to the amount requested in accordance with this Section 2.5.2 from time to time prior to the Final New Restatement Revolving Maturity Date, but not to exceed at any time outstanding the Maximum Amount of New Restatement Revolving Credit. In no event will the principal amount of the loans at any one time outstanding made by any New Restatement Revolving Lender under this Section 2.5 exceed an amount equal to such Revolving Lender’s Percentage Interest in the Maximum Amount of New Restatement Revolving Credit.

                  “Maximum Amount of New Restatement Revolving Credit” means, on any date, the amount set forth for such date in the table below, reduced as provided further below:

34

                  In addition, each amount in the foregoing table shall be further permanently reduced by the following amounts:

                  The aggregate principal amount of the loans made pursuant to this Section 2.5.1 at any time outstanding is referred to as the “New Restatement Revolving Loan”.

                  2.5.2. Borrowing Requests. New Restatement Revolving Loans will be made to the Borrower by the New Restatement Revolving Lenders under Section 2.5.1 on any Banking Day on or after the Second Restatement Effective Date and prior to the Final New Restatement Revolving Maturity Date. Not later than noon (New York time) on the first Banking Day (third Banking Day if any portion of such loan will be subject to a Eurodollar Pricing Option on the requested Closing Date) prior to the requested Closing Date for any such loan, a Financial Officer for the Borrower will give the Administrative Agent notice of its request (which may be given by a telephone call received by a Lending Officer and promptly confirmed in writing), specifying (a) the amount of the requested loan (not less than $1,000,000 and an integral multiple of $100,000) (except to the extent a greater amount may be required in the case of a Eurodollar Pricing Option) and (b) the requested Closing Date therefor. Upon receipt of such notice by the Administrative Agent, the Administrative Agent shall give prompt telephonic or written notice to each Lender. Each such loan will be made at the Houston Office by wire deposit to the Administrative Agent as specified in writing from time to time. In connection with each such loan, the Borrower shall furnish to the Administrative Agent a certificate in substantially the form of Exhibit 5.2.1.

                  2.5.3. New Restatement Revolving Notes. The Administrative Agent shall keep a record of the New Restatement Revolving Loan and the respective interests of the Lenders therein as part of the Register, which shall evidence the New Restatement Revolving Loan. The New Restatement Revolving Loan shall be deemed owed to each Lender having a Commitment therein severally in accordance with such Lender’s Percentage Interest therein, and all payments thereon shall be for the

35

account of each Lender in accordance with its Percentage Interest therein. Upon written request of any Lender, the Borrower’s obligations to pay such Lender’s Percentage Interest in the New Restatement Revolving Loan shall be evidenced by a separate note of the Borrower in substantially the form of Exhibit 2.1.3 (with appropriate modifications) (the “New Restatement Revolving Notes”), payable to such Lender in accordance with such Lender’s Percentage Interest in the New Restatement Revolving Loan.

                  2.6. Application of Proceeds.

                  2.6.1. Loan. Subject to Section 2.6.2, the Borrower will apply the proceeds of the Loan (to the extent made on or after the First Restatement Effective Date) for general purposes, including to finance permitted Investments.

                  2.6.2. Specifically Prohibited Applications. The Borrower will not, directly or indirectly, apply any part of the proceeds of any extension of credit made pursuant to the Credit Documents to purchase or to carry Margin Stock or to any transaction prohibited by the Credit Documents or by Legal Requirements applicable to the Lenders.

                  2.7. Nature of Obligations of Lenders to Extend Credit. The Lenders’ obligations under this Agreement to make the Loan are several and are not joint or joint and several. If any Lender shall fail to perform its obligations to extend any such credit, the amount of the commitment of the Lender so failing to perform may be assumed by the other Lenders, in their sole discretion, in such proportions as such Lenders may agree among themselves and the Percentage Interests of each other Lender shall be appropriately adjusted, but such assumption and adjustment shall not relieve the Lenders from any of their obligations to make any such extension of credit or to repay any Delinquent Payment required by Section 11.4.

                  3. Interest; Eurodollar Pricing Options; Fees.

                  3.1. Interest. The Loan shall accrue and bear interest at a rate per annum which shall at all times equal the Applicable Rate. Prior to any stated or accelerated maturity of the Revolving Loan, the New Restatement Revolving Loan, either Term Loan or the Supplemental Loan, as the case may be, the Borrower will, on each Payment Date, pay the accrued and unpaid interest on the portion of the Loan which was not subject to a Eurodollar Pricing Option. On the last day of each Interest Period or on any earlier termination of any Eurodollar Pricing Option, the Borrower will pay the accrued and unpaid interest on the portion of the Loan which was subject to the Eurodollar Pricing Option which expired or terminated on such date; provided, however, that in the case of any Interest Period longer than three months, the Borrower will also pay the accrued and unpaid interest on the Loan subject to the Eurodollar Pricing Option having such Interest Period every 90 days, beginning on the 90th day after the commencement of such Interest Period (or if any such day is not a Banking Day, the Banking Day immediately preceding such 90th day). On any stated or accelerated maturity of the Revolving Loan, the New Restatement Revolving Loan, either Term Loan or the Supplemental Loan, as the case may be, the Borrower will pay all accrued and unpaid interest on the Revolving Loan, the New Restatement Revolving Loan, the Term Loans or the Supplemental Loan, as the case may be, including any accrued and unpaid interest on the portion of the Loan which is subject to a Eurodollar Pricing Option. All payments of interest hereunder shall be made to the Administrative Agent for the account of each Lender in accordance with the Lenders’ respective Percentage Interests.

                  3.2. Eurodollar Pricing Options.

                  3.2.1. Election of Eurodollar Pricing Options. Subject to any of the terms and conditions hereof and so long as no Default under Sections 9.1.1, 9.1.5 (except clause (b) thereof) or

36

9.1.11 exists and is continuing, the Borrower may from time to time, by irrevocable notice from a Financial Officer to the Administrative Agent received no later than noon (New York time) three Banking Days prior to the commencement of the Interest Period selected in such notice, elect to have such portion of the Loan as the Borrower may specify in such notice accrue and bear daily interest during the Interest Period so selected at the Applicable Rate computed on the basis of the Eurodollar Rate. In the event the Borrower, at any time, fails to elect a Eurodollar Pricing Option under this Section 3.2.1 for any portion of the Loan, then such portion of the Loan will accrue and bear interest at the Applicable Rate based on the Base Rate. Simultaneous elections by the Borrower for the same Interest Period of a portion of the Revolving Loan, the New Restatement Revolving Loan, either Term Loan, the Supplemental Loan or all of such Tranches on a combined basis shall be deemed to be the election of a single Eurodollar Pricing Option.

                  No election under this Section 3.2.1 shall become effective if, prior to the commencement of any such Interest Period, the Administrative Agent determines, in the manner provided below, that (a) the electing or granting of the Eurodollar Pricing Option in question would violate a Legal Requirement or (b) Eurodollar deposits in an amount comparable to the principal amount of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the proposed Interest Period are not readily available in the inter-bank Eurodollar market for delivery at any Eurodollar Office or, by reason of circumstances affecting such market, adequate and reasonable methods do not exist for ascertaining the interest rate applicable to such deposits for the proposed Interest Period.

                  For purposes of determining ready availability of Eurodollar deposits with respect to a proposed Interest Period, such Eurodollar deposits shall be deemed not readily available if the Required Lenders shall have advised the Administrative Agent by telephone, confirmed in writing or by facsimile, at or prior to noon (New York time) on the second Banking Day prior to the commencement of such proposed Interest Period that, based upon the knowledge of such Lenders of the Eurodollar market and after reasonable efforts to determine the availability of such Eurodollar deposits, such Lenders reasonably determine that Eurodollar deposits in an amount equal to the respective Percentage Interest of such Lenders in the portion of the Loan as to which such Eurodollar Pricing Option has been elected and which have a term corresponding to the Interest Period in question will not be offered in the Eurodollar market to such Lender at a rate of interest that does not exceed the Basic Eurodollar Rate, and the Administrative Agent and the Borrower reasonably concurs in such determination (unless the foregoing results from the creditworthiness of such Lenders or a change in the availability of Eurodollar markets to such Lenders resulting from the failure of such Lenders to comply with legal or regulatory requirements).

                  3.2.2. Notice to Lenders and Borrower. The Administrative Agent will promptly inform each Lender (by telephone or otherwise and promptly confirmed in writing) of each notice received by it from the Borrower pursuant to Section 3.2.1 and of the Interest Period specified in such notice. Upon determination by the Administrative Agent of the Eurodollar Rate for such Interest Period or in the event no such election shall become effective, the Administrative Agent will promptly notify the Borrower and each Lender (by telephone or otherwise and promptly confirmed in writing) of the Eurodollar Rate so determined or why such election did not become effective.

                  3.2.3. Selection of Interest Periods. Interest Periods shall be selected so that:

37

                  3.2.4. Additional Interest. If any portion of the Loan which is subject to a Eurodollar Pricing Option is repaid, or any Eurodollar Pricing Option is terminated for any reason (other than (a) a Legal Requirement not having the force of law or (b) the payment in full of the Credit Obligations as a result of the failure of any Lender to perform its obligations hereunder), on a date which is prior to the last Banking Day of the Interest Period applicable to such Eurodollar Pricing Option, the Borrower will pay to the Administrative Agent for the account of each Lender in accordance with the Lenders’ respective Percentage Interests, in addition to any amounts of interest otherwise payable hereunder, an amount equal to daily interest for the unexpired portion of such Interest Period on the portion of the Loan so repaid, or as to which a Eurodollar Pricing Option was so terminated, at a per annum rate equal to the excess, if any, of (i) the Eurodollar Rate calculated on the basis of the rate applicable to such Eurodollar Pricing Option minus (ii) the lowest rate of interest obtainable by the Lenders with respect to Eurodollar deposits which have a maturity date approximating the last Banking Day of such Interest Period. For purposes of this Section 3.2.4, if any portion of the Loan which was to have been subject to a Eurodollar Pricing Option is not outstanding on the first day of the Interest Period applicable to such Eurodollar Pricing Option other than for reasons described in Section 3.2,1, the Borrower shall be deemed to have terminated such Eurodollar Pricing Option. A certificate of an officer of the Administrative Agent setting forth in reasonable detail the basis of calculation of such amount of interest shall, in the absence of manifest error, be conclusive. Except to the extent set forth in Section 12.3, the assignment by any Lender of all or a portion of such Lender’s interests, rights and obligations under this Agreement and the other Credit Documents shall not constitute a termination of a Eurodollar Pricing Option.

                  3.2.5. Change in Applicable Laws, Regulations, etc. If any Legal Requirement having the force of law shall prevent any Lender from funding through the purchase of deposits, or maintaining, any portion of the Loan subject to a Eurodollar Pricing Option or otherwise from giving effect to such Lender’s obligations as contemplated hereby (unless the foregoing results from the creditworthiness of such Lender or a change in the availability of Eurodollar markets to such Lender resulting from the failure

38

of such Lender to comply with legal or regulatory requirements), (a) the Administrative Agent may by notice to the Borrower terminate all of the affected Eurodollar Pricing Options, (b) the portion of the Loan subject to such terminated Eurodollar Pricing Options shall immediately bear interest thereafter at the Applicable Rate computed on the basis of the Base Rate and (c) the Borrower shall make any payment required by Section 3.2.4 to the extent the Applicable Rate based on the Eurodollar Rates for the affected Eurodollar Pricing Options exceeds the Applicable Rate based on the Base Rate. A certificate of an officer of the Administrative Agent describing in reasonable detail such mandatory Legal Requirement and setting forth in reasonable detail a calculation of the payment required by Section 3.2.4 shall, in the absence of manifest error, be conclusive.

                  3.2.6. Funding Procedure. The Lenders may fund any portion of the Loan subject to a Eurodollar Pricing Option out of any funds available to the Lenders. Regardless of the source of the funds actually used by any of the Lenders to fund any portion of the Loan subject to a Eurodollar Pricing Option, however, all amounts payable hereunder, including the interest rate applicable to any such portion of the Loan and the amounts payable under Sections 3.2.4 and 3.4, shall be computed as if each Lender had actually funded such Lender’s Percentage Interest in such portion of the Loan through the purchase of deposits in such amount with a maturity the same as the applicable Interest Period relating thereto and through the transfer of such deposits from an office of the Lender having the same location as the applicable Eurodollar Office to one of such Lender’s offices in the United States of America.

                  3.3. Commitment Fees. In consideration of the Revolving Lenders’, the New Restatement Revolving Lenders’ and the Supplemental Restatement Revolving Lenders’ commitments to make the extensions of credit provided for in Section 2.1, 2.4.5 or 2.5, as the case may be, while such commitments are outstanding, the Borrower will pay to the Administrative Agent for the account of such Lenders, on each Payment Date and on the Final Revolving Maturity Date, the Final New Restatement Revolving Maturity Date or the Final Supplemental Restatement Revolving Maturity Date, as the case may be, commitment fees in an amount equal to the product of:

Any adjustment in the commitment fee percentage shall take effect on the third Banking Day following the receipt by the Administrative Agent of the financial statements required to be furnished by Sections 7.4.1 or 7.4.2; provided, however, that if for any reason the Restricted Companies shall not have furnished the financial statements required by Sections 7.4.1 or 7.4.2 for any fiscal quarter by the time required by such Sections, the commitment fee percentage during the period from the date which is three Banking

39

Days after such financial statements were due until the third Banking Day following receipt by the Administrative Agent of such financial statements shall be 0.375%.

                  3.4. Taxes. If (a) any Lender shall be subject to any Tax or (b) the Borrower shall be required to withhold or deduct any Tax, the Borrower will on demand by the Administrative Agent or such Lender, accompanied by the certificate referred to below, pay to the Administrative Agent for such Lender’s account such additional amount as is necessary to enable such Lender to receive net of any Tax the full amount of all payments of principal, interest, fees, expenses, indemnities and other amounts payable by the Borrower to such Lender under any Credit Document. Each Lender agrees that if, after the payment by the Borrower of any such additional amount, any amount identifiable as a part of any Tax related thereto is subsequently recovered or used as a credit by such Lender, such Lender shall reimburse the Borrower to the extent of the amount so recovered or used. A certificate of an officer of such Lender setting forth the amount of such Tax or recovery or use and the basis therefor shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

                  3.5. Capital Adequacy. Except as provided in Section 3.6, if any Lender shall have determined that compliance by such Lender with any change after the date hereof in any applicable law, governmental rule, regulation or order regarding capital adequacy of banks or bank holding companies, or any interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any request or directive regarding capital adequacy if such Lender reasonably believes that compliance therewith is in accordance with customary commercial practice (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender could have achieved but for such compliance (taking into consideration such Lender’s policies with respect to capital adequacy immediately before such compliance and assuming that such Lender’s capital was fully utilized prior to such compliance) by an amount deemed by such Lender to be material, then the Borrower will on demand by the Administrative Agent, accompanied by the certificate referred to below, pay to the Administrative Agent from time to time as specified by such Lenders as are so affected such additional amounts as shall be sufficient to compensate such Lenders for such reduced return, together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the rate of interest on overdue installments of principal provided in Section 3.1. A certificate of an officer of any such Lender setting forth the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

                  3.6. Regulatory Changes. If any Lender shall have determined that (a) any change in any Legal Requirement after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Loan or the return to be earned by such Lender on the Loan, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender’s commitment to make, its portion of the Loans, (iii) require such Lender or any Affiliate of such Lender to make any payment on or calculated by reference to the gross amount of any amount received by such Lender under any Credit Document, or (iv) reduce, or have the effect of reducing, the rate of return on any capital of such Lender or any Affiliate of such Lender that such Lender or such Affiliate is required to maintain on account of the Loan or such Lender’s Commitment and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate, then the Borrower shall pay to such Lender (without duplication of payments to other Lenders) such additional amounts as such Lender determines will, together with any adjustment in the Applicable Rate, fully compensate for such reduction, increased cost or payment,

40

together with interest on each such amount from 15 Banking Days after the date demanded until payment in full thereof at the then highest Applicable Rate. A certificate of an officer of such Lender setting forth in reasonable detail the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of manifest error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

                  3.7. Computations of Interest and Fees. For purposes of this Agreement, interest and commitment fees (and any amount expressed as interest) shall be computed on a daily basis and (a) with respect to any portion of the Loan subject to a Eurodollar Pricing Option, on the basis of a 360-day year and (b) with respect to commitment fees and any other portion of the Loan, on the basis of a 365- or 366-day year, as the case may be.

                  3.8. Interest Limitation. Notwithstanding any other provision of this Agreement or any other Credit Document, the maximum amount of interest that may be charged to or collected from the Borrower by any Lender under this Agreement or any other Credit Document shall in no event exceed the maximum amount of interest that could lawfully be charged or collected under applicable law. Any provision of this Agreement or any other Credit Document that could be construed as providing for interest in excess of such lawful maximum shall be expressly subject to this Section 3.8. Any part of the Credit Obligations consisting of amounts to be paid to any Lender for the use, forbearance or retention of the Credit Obligations shall, to the extent permitted by applicable law, be allocated throughout the full term of the Credit Obligations until payment in full of the Credit Obligations (including any renewal or extension thereof) so that interest on account of the Credit Obligations shall not exceed the maximum amount permitted by applicable law.

                  4. Payment.

                  4.1. Payment at Maturity. On the Applicable Maturity Date or any accelerated maturity of any portion of the Loan, the Borrower will pay to the Administrative Agent for the account of each Lender for credit to the Revolving Loan, New Restatement Revolving Loan, Term Loan B, Term Loan C or the Supplemental Loan, as the case may be, an amount equal to the Revolving Loan, New Restatement Revolving Loan, Term Loan B Term Loan C or the Supplemental Loan, as the case may be, then due, together with all accrued and unpaid interest and any fees thereon, and on the latest Applicable Maturity Date or any earlier accelerated maturity of the Loan, all other Credit Obligations then outstanding under the Credit Documents.

                  4.2. Fixed Required Prepayments.

                  4.2.1. Term Loan B. On the last Banking Day of March, June, September and December, beginning March 31, 1999, the Borrower will pay to the Administrative Agent, for the account of the Lenders as a prepayment of Term Loan B the lesser of (a) $500,000, as adjusted after the date hereof in accordance with this Section 4, or (b) the amount of Term Loan B then outstanding, in each case, together with accrued interest on such amount prepaid, and a final payment of the balance of Term Loan B on the Final Term Loan B Maturity Date.

                  4.2.2. Term Loan C. On the last Banking Day of each March, June, September and December, beginning March 31, 1999, the Borrower will pay to the Administrative Agent, for the account of the Lenders as a prepayment of Term Loan C, the lesser of (a) $750,000, as adjusted after the date hereof in accordance with this Section 4, or (b) the amount of Term Loan C then outstanding, in each case together with accrued interest on such prepaid amount, and a final payment of the balance of Term Loan C on the Final Term Loan C Maturity Date.

41

                  4.2.3.  Supplemental Loan. The schedule for prepayments of each Supplemental Facility shall be determined in accordance with Section 2.4.

                  4.3.  Maximum Amount of Revolving Credit, etc. If at any time the Revolving Loan exceeds the Maximum Amount of Revolving Credit, the Borrower will immediately pay the amount of such excess to the Administrative Agent for the account of the Revolving Lenders as a mandatory prepayment of the Revolving Loan. If at any time the New Restatement Revolving Loan exceeds the Maximum Amount of New Restatement Revolving Credit, the Borrower will immediately pay the amount of such excess to the Administrative Agent for the account of the New Restatement Revolving Lenders as a mandatory prepayment of the New Restatement Revolving Loan. If at any time a revolving portion of the Supplemental Loan exceeds the applicable Maximum Amount of Relevant Supplemental Revolving Credit, the Borrower will immediately pay the amount of such excess to the Administrative Agent for the account of the Lenders participating therein as a mandatory prepayment of such Supplemental Loan.

                  4.4.  Asset Sales.

                  4.4.1.  Operating Asset Sale Notice. In the event that the Restricted Companies sell, exchange or dispose of Operating Assets in a transaction (excluding a transaction permitted by Section 7.11.1 or Section 7.11.2, but including a Permitted Asset Swap to the extent of the amount of cash received by the Restricted Companies) (each, an “Operating Asset Sale”), the Borrower shall, within five days after such Operating Asset Sale, provide written notice to the Administrative Agent of (a) the closing date for such Operating Asset Sale, (b) the amount of Net Cash Proceeds (if any, in the case of an exchange) therefrom, (c) whether any portion of the Net Cash Proceeds will be reserved as an Asset Reinvestment Reserve Amount in accordance with Section 4.4.3, (d) how much of the Revolving Loan, the New Restatement Revolving Loan, the Term Loan and the Supplemental Loan will be prepaid with the Net Cash Proceeds in accordance with Section 4.4.2, (e) a revised schedule of reductions in the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit and any Maximum Amount of Relevant Supplemental Revolving Credit giving effect to such prepayment, (f) a revised schedule of mandatory prepayments of each of Term Loan B and Term Loan C giving effect to such prepayment and (g) a revised schedule of mandatory prepayments of the Supplemental Loan giving effect to such prepayment.

                  4.4.2.  Prepayment on Sale. The Loan shall be repaid in accordance with this Section 4.4 to the extent that (a) the Net Cash Proceeds of the Operating Asset Sale described in such written notice exceeds 15% of Consolidated Operating Cash Flow for the period of four fiscal quarters of the Restricted Companies ending on the last day of the fiscal quarter ending immediately prior to the date of the Operating Asset Sale and (b) such excess Net Cash Proceeds are not subject to an effective Asset Reinvestment Reserve Amount in accordance with Section 4.4.3.

                  4.4.3.  Asset Reinvestment Reserve Amount. The Borrower may elect to reserve Net Cash Proceeds described in Section 4.4.2(a) for reinvestment (directly or by stock purchase, merger or otherwise, provided any entity so acquired becomes a Restricted Company) in replacement Operating Assets. The amount so reserved (the “Asset Reinvestment Reserve Amount”) must be so applied within 540 days after the Operating Asset Sale creating the Asset Reinvestment Reserve Amount. In the event the Asset Reinvestment Reserve Amount is not reinvested within such 540-day period (or if the Borrower abandons its plans for the reinvestment of the Asset Reinvestment Reserve Amount), the Borrower shall notify the Administrative Agent within three Banking Days and specify (a) how much of the Revolving Loan, the New Restatement Revolving Loan, the Term Loan and the Supplemental Loan will be prepaid with the Asset Reinvestment Reserve Amount in accordance with Section 4.4.4, (b) a revised schedule of

42

reductions in the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit and any Maximum Amount of Relevant Supplemental Revolving Credit giving effect to such prepayment, (c) a revised schedule of mandatory prepayments of each of Term Loan B and Term Loan C giving effect to such prepayment and (d) a revised schedule of mandatory prepayments of the Supplemental Loan giving effect to such prepayment.

                  4.4.4.  Allocations of Prepayment. Prepayments of the Loan (and reductions in the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit and any Maximum Amount of Relevant Supplemental Revolving Credit) made pursuant to this Section 4.4 will be allocated to the Revolving Loan, New Restatement Revolving Loan, Term Loan B, Term Loan C and the Supplemental Loan, pro rata in proportion to the relative size of the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit, any Maximum Amount of Relevant Supplemental Revolving Credit, Term Loan B, Term Loan C and the term portions of the Supplemental Loan, and prepayments of Term Loan B, Term Loan C and the term portions of the Supplemental Loan under this Section 4.4 shall be applied to the prepayments required under Section 4.2 pro rata over the remaining payments in accordance with the Pro Rata Term Prepayment Portions. All such prepayments (and reductions in the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit and any Maximum Amount of Relevant Supplemental Revolving Credit) must be made within five Banking Days after the Operating Asset Sale or the termination of effectiveness of an Asset Reinvestment Reserve Amount, as the case may be.

                  4.5.  Designated Financing Debt. Upon, or within five days prior to, the incurrence by any of the Restricted Companies of Designated Financing Debt, the Borrower shall provide written notice to the Lenders of the closing date for such incurrence and the amount of Net Debt Proceeds. Such Net Debt Proceeds shall be applied to the prepayment of the Revolving Loan, New Restatement Revolving Loan, Term Loan B, Term Loan C and the Supplemental Loan, pro rata in proportion to the relative size of the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit, any Maximum Amount of Relevant Supplemental Revolving Credit, Term Loan B, Term Loan C and the term portions of the Supplemental Loan, and prepayments of Term Loan B, Term Loan C and term portions of the Supplemental Loan under this Section 4.5 shall be applied to the prepayments required under Section 4.2 pro rata over the remaining payments in accordance with the Pro Rata Term Prepayment Portions. All such payments (and reductions in the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit and any Maximum Amount of Relevant Supplemental Revolving Credit) must be made within five Banking Days after the incurrence of the Designated Financing Debt.

                  4.6.  Voluntary Prepayments. In addition to the prepayments required by Sections 4.2, 4.3, 4.4 and 4.5, the Borrower may from time to time prepay all or any portion of the Loan (in a minimum amount of $1,000,000 and an integral multiple of $100,000), without premium (except as provided in Section 3.2.4 with respect to early termination of Eurodollar Pricing Options). The Borrower shall give the Administrative Agent at least one Banking Day prior notice in the case of a Revolving Loan, New Restatement Revolving Loan or revolving portion of the Supplemental Loan prepayment (three Banking Days’ prior notice if any portion of the Revolving Loan, New Restatement Revolving Loan or revolving portion of the Supplemental Loan to be repaid is subject to a Eurodollar Pricing Option) and at least five Banking Days’ prior notice in the case of a Term Loan or term portion of the Supplemental Loan prepayment, specifying the date of payment, the total principal amount of the Revolving Loan, New Restatement Revolving Loan, Term Loan or Supplemental Loan to be paid on such date and the amount of interest to be paid with such prepayment (and any amounts due with respect to early termination of Eurodollar Pricing Options under Section 3.2.4). Any prepayment of the Revolving Loan, New Restatement Revolving Loan or revolving portion of the Supplemental Loan made pursuant to this Section 4.6 may, at the Borrower’s option as indicated in the notice delivered pursuant to the preceding

43

sentence, permanently reduce the Maximum Amount of Revolving Credit, Maximum Amount of New Restatement Revolving Credit or Maximum Amount of Relevant Supplemental Revolving Credit, as the case may be. The effectiveness of such notice may, at the Borrower’s option, be conditioned on the closing of a credit facility the proceeds of which will be used to prepay the Loan, or the effectiveness of Investments or acquisitions permitted by Section 7.9 or mergers, consolidations or dispositions of assets permitted by Section 7.11, in which case such notice may be revoked by the Borrower (by notice delivered in accordance with this Section 4.6) if such condition is not satisfied without any liability to the Lenders. If such condition is satisfied, such notice shall be deemed to have been effective as of the date of the giving of such notice. All prepayments of Term Loan B, Term Loan C or the term portions of the Supplemental Loan under this Section 4.6 shall be applied to the prepayments required under Section 4.2 pro rata over the remaining payments. With respect to the amount of such prepayment allocated to the Term Loan in accordance with the previous sentence, the Borrower may allocate the first $80,000,000 of such prepayment either pro rata in proportion to the relative size of Term Loan B and Term Loan C or disproportionately to Term Loan C, as the Borrower may elect. To the extent of aggregate prepayments over $80,000,000, such excess amounts shall be allocated pro rata in proportion to the relative size of Term Loan B and Term Loan C.

                  4.7.  Application of Payments. Any prepayment of the Revolving Loan, New Restatement Revolving Loan, Term Loan or the Supplemental Loan, as the case may be, shall be applied first to the portion of the Revolving Loan, New Restatement Revolving Loan, Term Loan or the Supplemental Loan, as the case may be, not then subject to Eurodollar Pricing Options, then the balance of any such prepayment shall be applied to the portion of the Revolving Loan, New Restatement Revolving Loan, Term Loan or Supplemental Loan, as the case may be, then subject to Eurodollar Pricing Options, in the chronological order of the respective maturities thereof (or as the Restricted Companies may otherwise specify), together with any payments required by Section 3.2.4 with respect to early termination of Eurodollar Pricing Options. All payments of principal hereunder shall be made to the Administrative Agent for the account of each Lender in accordance with the Lenders’ respective Percentage Interests. The amounts of the Term Loan or term portion of the Supplemental Loan prepaid pursuant to Sections 4.2, 4.4, 4.5 or 4.6 may not be reborrowed.

                  5.  Conditions to Extending Credit.

                  5.1.  Conditions to Effectiveness of Amendment and Restatement. The amendment and restatement of the Existing Credit Agreement pursuant to this Agreement shall become effective on the date (the “Second Restatement Effective Date”) on which the following conditions shall have been satisfied:

                  5.1.1.  Consents. The Administrative Agent shall have received Lender Consent Letters from the Required Lenders (including, in any event, each New Restatement Revolving Lender, except as described in the last two sentences of the first paragraph of Section 1) authorizing it to enter into this Agreement.

                  5.1.2.  Agreement. This Agreement shall have been executed and delivered by the Borrower, the Guarantors and the Administrative Agent.

                  5.1.3.  Officer’s Certificate; Proper Proceedings. After giving effect to this Agreement, each of the conditions specified in Section 5.2.1 (other than clause (c) thereof) and 5.2.2 shall have been satisfied as if the Second Restatement Effective Date were a “Closing Date”.

44

                  5.1.4.  Payment of Fees. The Borrower shall have paid to the Administrative Agent the fees due on the Second Restatement Effective Date in the amounts agreed separately by the Borrower and the Administrative Agent, including (a) an upfront fee payable to each Lender providing a Commitment in respect of the New Restatement Revolving Loan effective on the Second Restatement Effective Date in an amount separately agreed upon and (b) an amendment fee payable to each consenting Lender in an amount equal to 0.125% of the sum of its Term Loan, its Commitment in respect of the Revolving Loan (other than any portion thereof that is converted into a Commitment in respect of the New Restatement Revolving Loan pursuant to this Agreement) and its Commitment in respect of the Supplemental Restatement Revolving Loan.

                  5.1.5.  Legal Opinions. On the Second Restatement Effective Date, the Lenders shall have received the legal opinion of Irell & Manella LLP, counsel to the Restricted Companies and Charter Communications VII, with respect to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. The Restricted Companies authorize and direct their counsel to furnish such opinion.

                  5.2.  Conditions to Each Extension of Credit. The obligations of the Lenders to make any extension of credit pursuant to Section 2 shall be subject to the satisfaction, on or before the Closing Date for such extension of credit, of the following conditions:

                  5.2.1.  Officer’s Certificate. (a) The representations and warranties contained in Sections 6.6 and 8 and in sections 2.2 and 4 of the Pledge and Subordination Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though originally made on and as of such date (except for those representations and warranties as of a specified earlier date, which shall have been true and correct as of such date); (b) no Default shall exist and be continuing on such Closing Date prior to or immediately after giving effect to the requested extension of credit; (c) as of the Closing Date, no Material Adverse Change shall have occurred; and (d) the Borrower shall have furnished to the Administrative Agent on such Closing Date a certificate to such effect in substantially the form of Exhibit 5.2.1, signed by a Financial Officer.

                  5.2.2.  Proper Proceedings. This Agreement, each other Credit Document and the extensions of credit and the granting of the security interests contemplated hereby and thereby shall have been authorized by all necessary proceedings of each Obligor and any of their respective Affiliates party thereto. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person with respect to the foregoing shall have been obtained and shall be in full force and effect. The Administrative Agent shall have received copies of all documents, including certificates, records of corporate, partnership and limited liability company proceedings and opinions of counsel, which the Administrative Agent may have reasonably requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities.

                  5.2.3.  Legality, etc. The making of the requested extension of credit shall not (a) subject any Lender to any penalty or special tax (other than a Tax for which the Borrower has reimbursed the Lenders under Section 3.4), (b) be prohibited by any law or governmental order or regulation applicable to any Lender or any Obligor or (c) violate any mandatory credit restraint program of the executive branch of the government of the United States of America, the Board of Governors of the Federal Reserve System or any other governmental or administrative agency.

                  5.3.  Conditions on Supplemental Facility Closing Dates. The obligations of the Supplemental Lenders to make any extension of credit pursuant to a Supplemental Facility pursuant to

45

Section 2.4 (to the extent the Supplemental Lenders agreed to become so obligated) shall be subject to the satisfaction, on or before the initial Closing Date for such Supplemental Facility, of the conditions set forth in this Section 5.3, as well as the further conditions of Section 5.2.

                  5.3.1.  Supplemental Notes. The Borrower shall have duly executed and delivered to the Administrative Agent any Supplemental Note requested by any Supplemental Lender having a Commitment therein.

                  5.3.2.  Joinder Agreement. Any new Lenders participating in such Supplemental Facility shall have executed and delivered a joinder agreement reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which each such new Lender agrees to become a party to and be bound by this Agreement.

                  5.3.3.  Legal Opinions. On such Closing Date, the Lenders shall have received legal opinions satisfactory to the Supplemental Lenders and the Administrative Agent from counsel to the Borrower.

                  5.3.4.  General. All legal, corporate, limited liability company and partnership proceedings in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and the Administrative Agent shall have received copies of all documents which the Administrative Agent may have reasonably requested in connection with such Supplemental Facility. All other conditions as may be reasonably determined by the Administrative Agent and set forth in the written commitments with respect to such Supplemental Facility, including the payment of any syndication or closing fees which are so set forth, shall be reasonably satisfactory in form and substance to the Administrative Agent.

                  6.  Guarantees.

                  6.1.  Guarantees of Credit Obligations. Each Guarantor unconditionally jointly and severally guarantees that the Credit Obligations incurred by the Borrower or any other Obligor will be performed and will be paid in full in cash when due and payable, whether at the stated or accelerated maturity thereof or otherwise, this guarantee being a guarantee of payment and not of collectability and being absolute and in no way conditional or contingent. In the event any part of such Credit Obligations shall not have been so paid in full when due and payable, such Guarantor will, immediately upon written notice by the Administrative Agent or, without notice, immediately upon the occurrence of a Bankruptcy Default, pay or cause to be paid to the Administrative Agent for the Lenders’ account the amount of such Credit Obligations which are then due and payable and unpaid. The obligations of each Guarantor hereunder shall not be affected by the invalidity, unenforceability or irrecoverability of any of the Credit Obligations as against any Obligor, any other guarantor thereof or any other Person. For purposes hereof, the Credit Obligations shall be due and payable when and as the same shall be due and payable under the terms of this Agreement or any other Credit Document notwithstanding the fact that the collection or enforcement thereof may be stayed or enjoined under the Bankruptcy Code, as from time to time in effect, or other applicable law. Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 6.9).

                  6.2.  Continuing Obligation. Each Guarantor acknowledges that the Lenders have entered into this Agreement (and, to the extent that the Lenders may enter into any future Credit

46

Document, will have entered into such agreement) in reliance on this Section 6 being a continuing irrevocable agreement, and such Guarantor agrees that its guarantee may not be revoked in whole or in part. The obligations of the Guarantors hereunder shall terminate when the commitment of the Lenders to extend credit under this Agreement shall have terminated and all of the Credit Obligations have been indefeasibly paid in full in cash and discharged; provided, however, that:

then the Guarantors shall remain liable under this Agreement for the amounts so repaid or returned or the amounts for which the Lenders become liable (such amounts being deemed part of the Credit Obligations) to the same extent as if such amounts had never been received by the Lenders, notwithstanding any termination hereof or the cancellation of any instrument or agreement evidencing any of the Credit Obligations. The Guarantors shall, not later than five days after receipt of notice from the Administrative Agent, jointly and severally pay to the Administrative Agent an amount equal to the amount of such repayment or return for which the Lenders have so become liable. Payments hereunder by a Guarantor may be required by the Administrative Agent on any number of occasions.

                  6.3.  Waivers with Respect to Credit Obligations. Except to the extent expressly required by this Agreement or any other Credit Document, each Guarantor waives, except to the extent prohibited by the provisions of applicable law that may not be waived, all of the following (including all defenses, counterclaims and other rights of any nature based upon any of the following):

47

                  No delay or omission on the part of the Lenders in exercising any right under this Agreement or any other Credit Document or under any guarantee of the Credit Obligations or with respect to any Credit Security shall operate as a waiver or relinquishment of such right. No action which the Lenders or any Obligor may take or refrain from taking with respect to the Credit Obligations, including any amendments thereto or modifications thereof or waivers with respect thereto, shall affect the provisions of this Agreement or the obligations of the Guarantor hereunder. None of the Lenders’ rights shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor, or by any noncompliance by any Obligor with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof which the Lenders may have or otherwise be charged with.

                  6.4.  Lenders’ Power to Waive, etc. Each Guarantor grants to the Lenders full power in their discretion, without notice to or consent of such Guarantor, such notice and consent being hereby expressly waived to the fullest extent permitted by applicable law, and without in any way affecting the liability of the Guarantor under its guarantee hereunder:

48

                  6.5.  Information Regarding Obligors, etc. Each Guarantor acknowledges and agrees that it has made such investigation as it deems desirable of the risks undertaken by it in entering into this Agreement and is fully satisfied that it understands all such risks. Each Guarantor waives any obligation which may now or hereafter exist on the part of the Lenders to inform it of the risks being undertaken by entering into this Agreement or of any changes in such risks and each Guarantor undertakes to keep itself informed of such risks and any changes therein. Each Guarantor expressly waives any duty which may now or hereafter exist on the part of the Lenders to disclose to the Guarantor any matter related to the business, operations, character, collateral, credit, condition (financial or otherwise), income or prospects of the Obligors or their Affiliates or their properties or management, whether now or hereafter known by the Lenders. Each Guarantor represents, warrants and agrees that it assumes sole responsibility for obtaining from the Obligors all information concerning this Agreement and all other Credit Documents and all other information as to the Obligors and their Affiliates or their properties or management as such Guarantor deems necessary or desirable.

                  6.6.  Certain Guarantor Representations. Each Guarantor represents that:

Each Guarantor acknowledges that it has been advised by the Administrative Agent that the Lenders are unwilling to enter into this Agreement unless the Guarantees contemplated by this Section 6 are given by it. Each Guarantor represents that:

49

                  6.7.  No Subrogation. Until the Credit Obligations have been indefeasibly paid in full and all commitments to extend further credit under the Credit Documents have been irrevocably terminated, each Guarantor waives all rights of reimbursement, subrogation, contribution, offset and other claims against the Borrower arising by contract or operation of law in connection with any payment made or required to be made by such Guarantor under this Agreement, except for contribution rights provided in Section 6.9.

                  6.8.  Subordination. Each Guarantor covenants and agrees that all Indebtedness claims and liabilities now or hereafter owing by the Borrower to such Guarantor are hereby subordinated to the prior payment in full of the Credit Obligations and are so subordinated as a claim against the Borrower or any of its assets whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy so that no payment with respect to any such Indebtedness, claim or liability will be made or received while any of the Credit Obligations are outstanding; provided, however, that the Borrower may make payments permitted by Section 7.10 and the relevant Guarantor may retain such payments.

                  6.9.  Contribution Among Guarantors. The Guarantors agree that, as among themselves in their capacity as guarantors of the Credit Obligations, the ultimate responsibility for repayment of the Credit Obligations, in the event that the Borrower fails to pay when due their Credit Obligations, shall be equitably apportioned, to the extent consistent with the Credit Documents, among the respective Guarantors (a) in the proportion that each, in its capacity as a guarantor, has benefitted from the extensions of credit to the Borrower by the Lenders under the Credit Agreement, or (b) if such equitable apportionment cannot reasonably be determined or agreed upon among the affected Guarantors, in proportion to their respective net worths determined on or about the date hereof (or such later date as such Guarantor becomes party hereto). In the event that any Guarantor, in its capacity as a guarantor, pays an amount with respect to the Credit Obligations in excess of its proportionate share as set forth in this Section 6.9, each other Guarantor shall, to the extent consistent with the Credit Documents, make a contribution payment to such Guarantor in an amount such that the aggregate amount paid by each Guarantor reflects its proportionate share of the Credit Obligations. In the event of any default by any Guarantor under this Section 6.9, each other Guarantor will bear, to the extent consistent with the Credit Documents, its proportionate share of the defaulting Guarantor’s obligation under this Section 6.9. This Section 6.9 is intended to set forth only the rights and obligations of the Guarantors among themselves and shall not in any way affect the obligations of any Guarantor to the Lenders under the Credit Documents (which obligations shall at all times constitute the joint and several obligations of all the Guarantors).

                  6.10.  Future Subsidiaries; Further Assurances. The Borrower and each Guarantor shall from time to time cause any present or future Subsidiary not designated as an Excluded Company to join this Agreement as a Restricted Company and a Guarantor pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. Each Guarantor will, promptly upon the request of the Administrative Agent from time to time, execute, acknowledge and deliver, and file and

50

record, all such instruments, and take all such action, as the Administrative Agent reasonably deems necessary or advisable to carry out the intent and purposes of this Section 6.

                  6.11.  Release of Guarantor. If any Guarantor is the subject of a merger or a sale or disposition of its stock or of substantially all of its assets in a transaction permitted under Section 7.11, the Guarantee of such Person under this Section 6 shall be automatically terminated as of the closing of such merger, sale or disposition and the application of any proceeds thereof as required by this Agreement. The Guarantee under this Section 6  of any Person that is subsequently designated as an Excluded Company in accordance with this Agreement shall be automatically terminated as of the effectiveness of such designation.

                  7.  General Covenants. Each of the Restricted Companies covenants that, until all of the Credit Obligations shall have been paid in full and until the Lenders’ commitments to extend credit under this Agreement and any other Credit Document shall have been irrevocably terminated (except for indemnification and other customary provisions that survive termination), it will comply with such of the following provisions as are applicable to it:

                  7.1.  Taxes and Other Charges; Accounts Payable.

                  7.1.1.  Taxes and Other Charges. Each of the Restricted Companies will duly pay and discharge, or cause to be paid and discharged, before the same shall become in arrears, all material taxes, assessments and other governmental charges imposed upon such Person and its properties, sales or activities, or upon the income or profits therefrom, as well as all material claims for labor, materials or supplies which if unpaid might by law become a Lien upon any of its property; provided, however, that any such tax, assessment, charge or claim need not be paid if the validity or amount thereof shall at the time be contested in good faith by appropriate proceedings (or if all such unpaid taxes, assessments, charges or claims do not exceed $500,000 in the aggregate) and if such Person shall, in accordance with GAAP, have set aside on its books adequate reserves with respect thereto; and provided further, that each of the Restricted Companies will pay or bond, or cause to be paid or bonded, all such taxes, assessments, charges or other governmental claims immediately upon the commencement of proceedings to foreclose any Lien which may have attached as security therefor (except to the extent such proceedings have been dismissed or stayed).

                  7.1.2.  Accounts Payable. Each of the Restricted Companies will promptly pay when due, or in conformity with customary trade terms, all other material Indebtedness incident to the operations of such Person; provided, however, that any such Indebtedness need not be paid if the validity or amount thereof shall at the time be contested in good faith and if such Person shall, in accordance with GAAP, have set aside on its books adequate reserves with respect thereto.

                  7.2.  Conduct of Business, etc.

                  7.2.1.  Types of Business. The Restricted Companies will engage only in (a) those businesses in which the Restricted Companies are significantly engaged on the Second Restatement Effective Date and (b) businesses which are reasonably similar or related thereto or reasonable extensions thereof but not, in the case of this clause (b), in the aggregate, material to the overall business of the Restricted Companies, provided, that, in any event, the Restricted Companies will continue to be primarily engaged in the businesses in which they are primarily engaged on the Second Restatement Effective Date; and provided, further, that Investments permitted by Section 7.9.8 will not be prohibited by this Section 7.2.1.

51

                  7.2.2.  Maintenance of Properties. Each Restricted Company:

                  7.2.3.  Compliance with Material Agreements; Amendments of Material Agreements. Each of the Restricted Companies will comply with the provisions of the Material Agreements to which they are a party or bound (to the extent not inconsistent with this Agreement or any other Credit Document), except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to result in a Material Adverse Change. Without the prior written consent of the Required Lenders, which may not be unreasonably withheld, no Material Agreement shall be amended, modified, waived or terminated in any manner that would have in any material respect an adverse effect on the interests of the Lenders.

                  7.2.4.  Statutory Compliance. Each of the Restricted Companies will comply in all material respects with the Communications Act, including the rules and regulations of the FCC relating to the carriage of television signals, and all other valid and applicable statutes, laws, ordinances, zoning and building codes and other rules and regulations of the United States of America, of the states and territories thereof and their counties, municipalities and other subdivisions and of any foreign country or other jurisdictions applicable to such Person, except where compliance therewith shall at the time be contested in good faith by appropriate proceedings or the failure so to comply is not reasonably likely to result in a Material Adverse Change.

                  7.3.  Insurance. Each of the Restricted Companies will maintain with financially sound and reputable insurers insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same general locations as the Restricted Companies. The Restricted Companies will from time to time provide such information regarding such insurance arrangements as the Administrative Agent may reasonably request. The Agents and the Lenders acknowledge that the existing self-insurance programs of the Restricted Companies, as they may be modified from time to time in a manner that does not materially change the nature and relative scale of such programs, comply with the requirements of this Section 7.3.

                  7.4.  Financial Statements and Reports. Each of the Restricted Companies will maintain a system of accounting in which entries will be made in their books and records of all transactions in relation to their business and affairs in accordance with GAAP. The fiscal year of the Restricted Companies will end on December 31 in each year.

52

                  7.4.1.  Annual Reports. The Restricted Companies will furnish to the Administrative Agent (with sufficient copies for each Lender) as soon as available, and in any event within 105 days after the end of each fiscal year, the Consolidated and Consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, the Consolidated and Consolidating statements of earnings, changes in equity and cash flows of the Borrower and its Subsidiaries for such fiscal year (all in reasonable detail and, in such Consolidating financial statements, showing the financial condition and performance of the Restricted Companies as a group), and together with comparative figures for the preceding fiscal year, all accompanied by:

                  7.4.2.  Quarterly Reports. The Restricted Companies will furnish to the Administrative Agent (with sufficient copies for each Lender) as soon as available and, in any event, within 60 days after the end of each of the first three calendar quarters of each fiscal year, the internally prepared Consolidated balance sheet as of the end of such quarter and the Consolidated statements of income, changes in equity and cash flows of the Borrower and its Subsidiaries for such quarter and for the portion of the fiscal year then ending (all in reasonable detail and, in such Consolidating financial statements, showing the financial condition and performance of the Restricted Companies as a group), together with comparative figures for the same period in the preceding fiscal year, all accompanied by:

53

                  7.4.3.  Other Reports. Upon request by the Administrative Agent, the Restricted Companies will promptly furnish to the Administrative Agent (with sufficient copies for each Lender) such registration statements, proxy statements and reports, including Forms S-1, S-2, S-3, S-4, 10-K, 10-Q and 8-K, as may be filed for Charter Communications VII or any Restricted Company with the Securities and Exchange Commission. In addition, the Borrower shall notify the Administrative Agent promptly after any of the foregoing become available.

                  7.4.4.  Notice of Litigation; Notice of Defaults. The Restricted Companies will promptly furnish to the Administrative Agent notice of any litigation or any administrative or arbitration proceeding to which any Restricted Company may hereafter become a party which involves the risk of any judgment which resulted, or poses a material risk of resulting, after giving effect to any applicable insurance, of the payment by the Restricted Companies of at least $10,000,000. Promptly upon acquiring knowledge thereof, the Restricted Companies will notify the Lenders of the existence of any Default, specifying the nature thereof and what action the Restricted Companies have taken, are taking or propose to take with respect thereto.

                  7.4.5.  Franchise Matters. The Restricted Companies will promptly furnish to the Administrative Agent notice of any action by any federal, state or local governmental authority of the institution of proceedings to revoke, terminate or suspend any Franchise now or hereafter held by any Restricted Company, and any abandonment or expiration (without renewal) of a Franchise now or hereafter held by any Restricted Company, in either case, which would result, or be reasonably likely to result, in a Material Adverse Change.

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

54

                  7.4.7.  Other Information. From time to time upon request of any authorized officer of any Agent, each of the Restricted Companies will furnish to the Administrative Agent (with sufficient copies for each Lender) such other information regarding the business, assets, financial condition, income or prospects of the Restricted Companies as such officer may reasonably request, including copies of all tax returns, licenses, agreements, contracts, leases and instruments to which any of the Restricted Companies is party. The authorized officers and representatives of any Agent or, after the occurrence and during the continuation of an Event of Default, of any Lender (coordinated through the Administrative Agent) shall have the right during normal business hours upon reasonable notice and at reasonable intervals to examine the books and records of the Restricted Companies, to make copies, notes and abstracts therefrom and to make an independent examination of its books and records, for the purpose of verifying the accuracy of the reports delivered by any of the Restricted Companies pursuant to this Section 7.4 or otherwise and ascertaining compliance with or obtaining enforcement of this Agreement or any other Credit Document.

                  7.5.  Certain Financial Tests.

                  7.5.1.  Consolidated Total Debt to Consolidated Annualized Operating Cash Flow. Consolidated Total Debt shall not as of the end of any fiscal quarter exceed the percentage indicated in the table below of Consolidated Annualized Operating Cash Flow for such fiscal quarter:

55

                  7.5.2.  Consolidated Interest Coverage Ratio. For each fiscal quarter of the Restricted Companies, the Consolidated Interest Coverage Ratio shall exceed the percentage indicated below: (a) through December 31, 2002, 150% and (b) thereafter, 200%.

                  7.5.3.  Consolidated Annualized Operating Cash Flow to Consolidated Pro Forma Debt Service. On the last day of each fiscal quarter of the Restricted Companies, Consolidated Annualized Operating Cash Flow for the three-month period then ending shall exceed 110% of Consolidated Pro Forma Debt Service for the 12-month period beginning immediately after such date.

                  7.6.  Indebtedness. The Restricted Companies shall not create, incur, assume or otherwise become or remain liable with respect to any Indebtedness other than the following:

                  7.6.1.  The Credit Obligations.

                  7.6.2.  Guarantees permitted by Section 7.7.

                  7.6.3.  Current liabilities existing from time to time, other than for Financing Debt, incurred in the ordinary course of business.

                  7.6.4.  To the extent that payment thereof shall not at the time be required by Section 7.1, Indebtedness in respect of taxes, assessments, governmental charges and claims for labor, materials and supplies.

                  7.6.5.  Indebtedness secured by Liens of carriers, warehousemen, mechanics and landlords permitted by Sections 7.8.5 and 7.8.6.

                  7.6.6.  Indebtedness in respect of judgments or awards not in excess of $10,000,000 in the aggregate at any time outstanding (a) which have been in force for less than the applicable appeal period, so long as execution is not levied, or (b) in respect of which any Restricted Company shall at the time in good faith be prosecuting an appeal or proceedings for review, so long as execution thereof shall have been stayed pending such appeal or review and the Restricted Companies shall have taken appropriate reserves therefor consistent with GAAP.

                  7.6.7.  Indebtedness in respect of Capitalized Lease Obligations or secured by purchase money security interests to the extent Liens securing such Indebtedness are permitted by Section 7.8.10; provided, however, that the aggregate principal amount of all Indebtedness permitted by this Section 7.6.7 at any one time outstanding shall not exceed $25,000,000.

                  7.6.8.  Indebtedness in respect deferred taxes arising in the ordinary course of business.

                  7.6.9.  Indebtedness in respect of inter-company loans and advances among the Restricted Companies which are not prohibited by Section 7.9.

                  7.6.10.  Indebtedness outstanding on the Initial Closing Date and described in Exhibit 7.6.10, except that only the Indebtedness under the heading “Post-Closing Financing Debt” on Exhibit 7.6.10 is permitted by this Section 7.6.10 to remain outstanding after the First Restatement Effective Date.

56

                  7.6.11.  Indebtedness on account of security deposits of Subscribers held by the Restricted Companies to secure the return of equipment placed by the Restricted Companies with Subscribers in the ordinary course of its business.

                  7.6.12.  Binding obligations of the Restricted Companies to make acquisitions and Investments permitted by Section 7.9.

                  7.6.13.  Minority interests in Subsidiaries and equity in losses of affiliated partnerships in excess of investment.

                  7.6.14.  Indebtedness of the Borrower (but not any Subsidiary of the Borrower) incurred on any Threshold Transaction Date so long as (a) no Default shall have occurred and be continuing or would result therefrom, (b) such Indebtedness shall have no scheduled amortization prior to the date that is one year after the final maturity of the latest-maturing Loan outstanding on the date such Indebtedness is incurred and (c) the covenants and default provisions applicable to such Indebtedness shall be no more restrictive than those contained in this Agreement, provided that the requirement that such Indebtedness be incurred on a Threshold Transaction Date shall not apply in the case of any refinancing of Indebtedness previously incurred pursuant to this Section 7.6.14 so long as the interest rate and cash-pay characteristics applicable to such refinancing Indebtedness are no more onerous than those applicable to such refinanced Indebtedness.

                  7.6.15.  Indebtedness of any Person that becomes a Subsidiary pursuant to an Investment permitted by Section 7.9, so long as (a) no Default shall have occurred and be continuing or would result therefrom, (b) such Indebtedness existed at the time of such Investment and was not created in anticipation thereof, (c) 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, (d) if such Indebtedness is not repaid within such period then, until such Indebtedness is repaid, the operating cash flow of the relevant Subsidiary shall be excluded for the purposes of calculating Consolidated Operating Cash Flow (whether or not distributed to the Borrower or any other Restricted Company) and (e) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this Section 7.6.15 shall not exceed $150,000,000.

                  7.6.16.  Other Indebtedness of the Restricted Companies not in excess of $50,000,000 in the aggregate at any one time outstanding.

                  7.7.  Guarantees; Letters of Credit. The Restricted Companies shall not become or remain liable with respect to any Guarantee, including reimbursement obligations under letters of credit and other financial guarantees by third parties, except the following:

                  7.7.1.  Guarantees of the Credit Obligations.

                  7.7.2.  Guarantees by the Restricted Companies of Indebtedness incurred by any other Restricted Company and permitted by Section 7.6.

                  7.7.3.  Guarantees to governmental authorities in respect of performance under Franchises and to Obligors upon indemnity, performance or similar bonds or letters of credit made in the ordinary course of business, not involving Guarantees of Financing Debt, and not exceeding $50,000,000 in aggregate principal amount at any one time outstanding.

                  7.8. Liens.  The Restricted Companies shall not create, incur or enter into, or suffer to be created or incurred or to exist, any Lien, except the following:

57

                  7.8.1.  Liens on any Credit Security which secure the Credit Obligations and restrictions on transfer contained in the Credit Documents.

                  7.8.2.  Liens to secure taxes, assessments and other governmental charges, to the extent that payment thereof shall not at the time be required by Section 7.1.

                  7.8.3.  Deposits or pledges made (a) in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security, (b) in connection with casualty insurance maintained in accordance with Section 7.3, (c) to secure the performance of bids, tenders, contracts (other than contracts relating to Financing Debt) or leases, (d) to secure statutory obligations or surety or appeal bonds, (e) to secure indemnity, performance or other similar bonds in the ordinary course of business, (f) in connection with claims contested to the extent that payment thereof shall not at that time be required by Section 7.1 or (g) as acquisition or sale contract escrows in connection with transactions permitted under Sections 7.9 or 7.11.

                  7.8.4.  Liens in respect of judgments or awards, to the extent that such judgments or awards are permitted by Section 7.6.6.

                  7.8.5.  Liens of carriers, warehousemen, mechanics and similar Liens, in each case (a) in existence less than 90 days from the date of creation thereof or (b) being contested in good faith by any Restricted Company in appropriate proceedings (so long as the Restricted Company shall, in accordance with GAAP, have set aside on its books adequate reserves with respect thereto).

                  7.8.6.  Encumbrances in the nature of (a) zoning restrictions, (b) easements, (c) restrictions of record on the use of real property, (d) landlords’ and lessors’ Liens on rented premises and (e) restrictions on transfers or assignment of leases, which in each case do not materially detract from the value of the encumbered property or impair the use thereof in the business of any Restricted Company.

                  7.8.7.  Restrictions under federal and state securities laws on the transfer of securities.

                  7.8.8.  Restrictions under the Communications Act, specific Franchises, pole agreements, leases and other documents entered into in the ordinary course of business on the transfer or licensing of certain assets of the Restricted Companies.

                  7.8.9.  Set-off rights of depository institutions with which any Restricted Company maintains deposit accounts.

                  7.8.10.  Liens constituting (a) purchase money security interests (including mortgages, conditional sales, Capitalized Leases and any other title retention or deferred purchase devices) in real property, interests in leases or tangible personal property existing or created on the date on which such property is acquired, and (b) the renewal, extension or refunding of any security interest referred to in the foregoing clause (a) in an amount not to exceed the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that each such security interest shall attach solely to the particular item of property so acquired, and the principal amount of Indebtedness (including Indebtedness in respect of Capitalized Lease Obligations) secured thereby shall not exceed the cost (including all such Indebtedness secured thereby, whether or not assumed) of such item of property; and provided, further, that the aggregate principal amount of all Indebtedness secured by Liens permitted by this Section 7.8.10 shall not exceed the amount permitted by Section 7.6.7.

                  7.8.11.  Liens as of the Initial Closing Date described in Exhibit 7.6.10.

58

                  7.8.12.  Arrangements constituting a qualified escrow account, qualified trust or qualified intermediary for funds included in an Asset Reinvestment Reserve Amount to facilitate a deferred like-kind exchange exempt from taxation under the Code.

                  7.8.13.  Liens on the Equity Interests of any Person that is not a Restricted Company to secure loans from banks and other institutional lenders to such Person or Affiliates of such Person that are not Restricted Companies.

                  7.8.14.  Liens not otherwise permitted by this Section 7.8 so long as neither (a) the aggregate outstanding principal amount of the obligations secured thereby nor (b) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Restricted Companies) $10,000,000 at any one time.

                  7.9.  Investments and Acquisitions. The Restricted Companies shall not have outstanding, acquire, commit to acquire under a binding contract or a contract not conditioned on the receipt of customary Lenders’ consents or hold any Investment (including any Investment consisting of the acquisition of any business) except for the following:

                  7.9.1.  Investments of the Restricted Companies in other Restricted Companies.

                  7.9.2.  Investments in Cash Equivalents.

                  7.9.3.  Loans and other advances to employees, officers and directors in an aggregate principal amount at any one time outstanding not to exceed $10,000,000.

                  7.9.4.  Prepaid royalties and fees paid in the ordinary course of business.

                  7.9.5.  Guarantees permitted by Section 7.7.

                  7.9.6.  Investments as of the Second Restatement Effective Date described in Exhibit 7.6.10.

                  7.9.7.  Investments consisting of loans from the Restricted Companies to any Qualified Parent Company or Charter Communications VII that constitute Distributions permitted by Section 7.10.

                  7.9.8.  Contributions by any Restricted Company of cable systems to any Permitted Joint Venture so long as (a) such Disposition is permitted pursuant to Section 7.11.3, (b) no Default shall have occurred and be continuing or would result therefrom, (c) after giving effect thereto, the Reference Leverage Ratio shall be equal to or lower than the Reference Leverage Ratio in effect immediately prior thereto and (d) the Equity Interests received by any Restricted Company in connection therewith shall be pledged as Credit Security (either directly or through a holding company parent of such Permitted Joint Venture so long as such parent is a Wholly Owned Guarantor).

                  7.9.9.  Investments not otherwise permitted by this Section 7.9 at any one time outstanding not exceeding $100,000,000, except with the prior written consent of the Required Lenders; provided, however, that in no event will the book value of Margin Stock owned by the Restricted Companies exceed 20% of the Consolidated assets of the Restricted Companies determined in accordance with GAAP.

59

                  7.9.10.  Investments consisting of the acquisition of Systems or assets in exchange transactions permitted by Section 7.11.5.

                  7.9.11.  Acquisitions by the Borrower or any Wholly Owned Guarantor of Operating Assets (substantially all of which consist of 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 Systems, provided, that (a) no Default shall have occurred and be continuing or would result therefrom and (b) the aggregate Consideration (excluding Consideration paid with the proceeds of contributions described in Section 7.9.12) paid in connection with such acquisitions, other than acquisitions consummated on a Threshold Transaction Date, shall not exceed $200,000,000 since the First Restatement Effective Date.

                  7.9.12.  So long as immediately before and after giving effect thereto no Default exists and is continuing, acquisitions or Investments (other than acquisitions and Investments of the type described in Section 7.9.8) by the Restricted Companies with the proceeds of cash equity contributions specified by written notice to the Administrative Agent at the time of receipt of such proceeds for the purpose of effecting such acquisition or Investment.

                  7.9.13.  Acquisition deposits and deposits with a qualified intermediary in connection with transactions permitted by this Section 7.9.

                  7.10.  Distributions. The Restricted Companies shall not make any Distribution except for the following:

                  7.10.1.  The Restricted Companies may make Distributions to other Restricted Companies.

                  7.10.2.  Any Restricted Company may declare and pay dividends payable in common stock (or similar common equity) of such Restricted Company.

                  7.10.3.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Restricted Companies may make:

60

                  7.10.4.  The Restricted Companies may make Distributions on account of management services to the extent permitted by Section 7.17.

                  7.10.5.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Restricted Companies that are partnerships or limited liability companies may, in any calendar year, pay Distributions to all the holders of the Equity Interests of such Restricted Companies, in proportion to their ownership interests, sufficient to permit each such holder to pay income taxes that may be required to be paid by it with respect to its equity in the Restricted Companies for the prior calendar year, as estimated by such Restricted Company in good faith.

                  7.10.6.  Investments permitted by Sections 7.9.7 and 7.9.9 and Affiliate transactions permitted by Section 7.14 or described in the second sentence of Section 7.14.

                  7.10.7.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Borrower may make Distributions for any purpose; provided, however, that, after giving effect to any such Distribution on a pro forma basis, the Reference Leverage Ratio shall not exceed 400%.

                  7.10.8.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Borrower may make Distributions for any purpose; provided, however, that if, after giving effect to any such Distribution on a pro forma basis, the Reference Leverage Ratio exceeds 400%, the cumulative, aggregate amount of all Distributions under this Section 7.10.8 (excluding any such Distributions made for the purpose of paying fees approved by the Agents in connection with the Indenture Modifications (as defined in the Existing Credit Agreement)) made since the First Restatement Effective Date shall not exceed the sum of (a) $25,000,000, plus (b) the net proceeds of cash equity contributions (and, with the written consent of the Specified Agents, which consent shall not be unreasonably withheld, the net equity value of non-cash equity contributions) made to the Borrower after the First Restatement Effective Date (to the extent not specified for acquisitions pursuant to Section 7.9.12) plus (c) 25% of Consolidated Excess Cash Flow for the most recently completed fiscal year for which financial statements have been furnished to the Lenders in accordance with Section 7.4.1 (commencing with the fiscal year ended December 31, 1999).

                  7.10.9.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Restricted Companies may make Distributions constituting the purchase, redemption, acquisition, cancellation or other retirement for value of Equity Interests in any Qualified Parent Company, options on any such interests or related equity appreciation rights or similar securities held by officers or employees or former officers or employees of such Qualified Parent Company (or their estates or beneficiaries under their estates), upon death, disability, retirement or termination of employment; provided, however, that the aggregate consideration paid for such purchase, redemption, acquisition, cancellation or other retirement (excluding any such consideration paid prior to the First Restatement Effective Date) does not in any one fiscal year of the Restricted Companies exceed $7,500,000 in the aggregate.

61

                  7.10.10.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Restricted Companies may make Distributions in respect of loans and other advances to employees, officers and directors permitted by Section 7.9.3.

                  7.11.  Merger, Consolidation and Dispositions of Assets. The Restricted Companies shall not merge or enter into a consolidation or sell, lease, sell and lease back, sublease or otherwise dispose of any of its assets (each, “Fundamental Transaction”), except the following:

                  7.11.1.  Any Restricted Company may sell or otherwise dispose of (a) inventory in the ordinary course of business, (b) tangible assets to be replaced in the ordinary course of business by other tangible assets of equal or greater value, (c) tangible assets that are no longer used or useful in the business of the Restricted Companies, the fair market value (or book value if greater) of which shall not be material in any fiscal year and (d) cash and Cash Equivalents.

                  7.11.2.  Any Restricted Company may (i) merge or be liquidated into, or transfer or make dispositions of assets to, any other Restricted Company or (ii) enter into a transaction solely for the purpose of changing its organizational form so long as any Fundamental Transaction related thereto does not involve any third party other than another Restricted Company.

                  7.11.3.  Subject to Section 4.4, so long as no Event of Default exists and is continuing on the date a binding contract with respect to such sale is entered into and the Restricted Companies have furnished prior written notice of such sale to the Administrative Agent, the Restricted Companies may sell Systems or other assets for fair market value in transactions not constituting Permitted Asset Swaps (it being understood that Swap Excess Amounts (other than Excluded Swap Excess Amounts) shall be deemed to constitute usage of availability in respect of sales pursuant to this Section 7.11.3); provided, however, that the sum of the aggregate percentages of Consolidated Annualized Operating Cash Flow for the period of three consecutive months most recently ended prior to each such sale for which financial statements have been (or are required to have been) furnished in accordance with Section 7.4.2 properly allocable to all such Systems or other assets so sold on or after the First Restatement Effective Date shall not exceed 30%.

                  7.11.4.  So long as immediately before and after giving effect thereto no Event of Default exists and is continuing, the Restricted Companies may contribute Systems and other assets to Permitted Joint Ventures as Investments permitted by Section 7.9.8.

                  7.11.5.  The Restricted Companies may consummate Permitted Asset Swaps; provided that (a) on the date of such Permitted Asset Swap, no Default shall have occurred and be continuing or would result therefrom, (b) in the event that the Annualized Asset Cash Flow Amount attributable to the assets being transferred exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Permitted Asset Swap (such excess amount, a “Swap Excess Amount”), then, unless such Swap Excess Amount is an Excluded Swap Excess Amount, the Disposition of such Swap Excess Amount is permitted by Section 7.11.3 and (c) the Net Cash Proceeds of such Permitted Asset Swap, if any, shall be applied in the manner contemplated by Section 4.4.

                  7.11.6.  The Restricted Companies may consummate mergers or consolidations necessary to effect acquisitions and Investments permitted by Section 7.9.

                  7.11.7.  The Restricted Companies may sell property acquired after the First Restatement Effective Date (other than property acquired in connection with Permitted Asset Swaps

62

involving property owned on the First Restatement Effective Date), so long as (a) no Default shall have occurred and be continuing or would result therefrom, (b) a definitive agreement to consummate such sale is executed no later than twelve months after the date on which relevant property is acquired and (c) such sale is consummated within eighteen months after the date on which the relevant property is acquired.

                  7.12.  Issuance of Stock by Subsidiaries; Subsidiary Distributions.

                  7.12.1.  Issuance of Stock by Subsidiaries. No Subsidiary (other than an Excluded Company) of a Restricted Company shall issue or sell any of its Equity Interests to any Person other than a Restricted Company unless (a) in the case of a stock dividend or other distribution of Equity Interests, such dividend or distribution is pro rata among existing equity owners or (b) in the case of purchased equity, the sale of such equity is on an arm’s length basis.

                  7.12.2.  No Restrictions on Subsidiary Distributions. Except for restrictions contained in the Credit Documents, the Restricted Companies shall not enter into or be bound by any agreement (including covenants requiring the maintenance of specified amounts of net worth or working capital) restricting the right of any Subsidiary to make Distributions or extensions of credit to the Borrower (directly or indirectly through another Subsidiary).

                  7.13.  ERISA, etc. The Restricted Companies shall comply in all material respects with the provisions of ERISA and the Code applicable to each Plan. Each Restricted Company 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 Second Restatement Effective Date, the Restricted Companies 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.

                  7.14.  Transactions with Affiliates. Other than the Material Agreements, none of the Restricted Companies shall effect any transaction with any of their respective Affiliates on a basis less favorable to the Restricted Companies than would be the case if such transaction had been effected with a non-Affiliate. This Section 7.14 shall not apply to: (a) customary directors’ fees, indemnification and similar arrangements and payments in respect thereof, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, or employee of a Restricted Company entered into in the ordinary course of business (including customary benefits thereunder), (b) the organizational agreements of Charter Communications VII, including any amendments or extensions thereof that do not otherwise violate any other covenant set forth in this Agreement, and any transactions undertaken or to be undertaken pursuant to any of such agreements or pursuant to any other contractual obligations in the ordinary course of business in existence on the First Restatement Effective Date (as in effect on the First Restatement Effective Date) or as set forth on Exhibit 7.14, (c) the issuance and sale by any Restricted Company to its partners, members or stockholders of Equity Interests (other than Redeemable Capital Stock), (d) loans and advances to officers, directors and employees of the Restricted Companies in the ordinary course of business, (e) customary commercial banking, investment banking, underwriting, placement agent, financial advisory, legal, accounting or regulatory fees paid in connection with services rendered to the Restricted Companies in the ordinary course of business, (f) so long as no Default shall have occurred and be continuing, the payment (either directly or by way of a distribution to any Qualified Parent Company) of

63

amounts not in excess of 1.0% of the aggregate enterprise value of Investments permitted hereby to certain Affiliates of the Restricted Companies, (g) the incurrence of intercompany indebtedness that does not otherwise violate any other provision of this Agreement, (h) repayments of Specified Subordinated Debt with the proceeds of Loans or Specified Long-Term Indebtedness, (i) the pledge of Equity Interests of Excluded Companies to support the Indebtedness thereof, (j) the payment of management fees permitted by Section 7.17, and (k) programming agreements, marketing and promotional agreements and other billing services, equipment agreements and agreements for other goods and services related to the business of the Restricted Companies entered into between members of the Charter Group and the Restricted Companies.

                  7.15.  Interest Rate Protection. The Borrower will keep in effect one or more Interest Rate Protection Agreements conforming to International Securities Dealers Association standards with any Lender or Affiliate of a Lender or other financial institution reasonably satisfactory to the Administrative Agent protecting against increases in interest rates, each in form and substance reasonably satisfactory to the Administrative Agent, covering a notional amount of at least 50% of the Financing Debt of Charter Communications VII and the Restricted Companies for a two year period at rates reasonably satisfactory to the Administrative Agent; provided, however, that Financing Debt with a fixed interest rate for a period of at least two years shall be deemed to be covered by an Interest Rate Protection Agreement for purposes of this Section 7.15.

                  7.16.  Compliance with Environmental Laws. Each of the Restricted Companies will:

                  7.16.1.  Use and operate all of its facilities and properties in compliance with all Environmental Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all applicable Environmental Laws, except where the failure to comply with, or keep in effect, as applicable, such laws, permits, approvals, certificates, licenses and authorizations would not reasonably be expected to result in a Material Adverse Change.

                  7.16.2.  Immediately notify the Administrative Agent, and provide copies upon receipt, of all written claims or complaints from governmental authorities relating to the condition of its facilities and properties or compliance with Environmental Laws, and in the case of potential liability in excess of $10,000,000 shall promptly cure and have dismissed with prejudice to the satisfaction of the Administrative Agent any actions and proceedings relating to compliance with Environmental Laws, except where contested in good faith by appropriate proceedings and sufficient reserves with respect thereto as required by GAAP have been established.

                  7.16.3.  Provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 7.16.

                  7.17.  No Outside Management Fees. The Restricted Companies shall not pay in cash any management fees or other amounts in respect of management services to any Person other than another Restricted Company, except that the Borrower may pay management fees to its Affiliates (either directly or by way of a Distribution to any Qualified Parent Company) so long as (a) no Default shall have occurred and be continuing or would result therefrom, (b) the aggregate amount of such payments expensed during any fiscal year of the Borrower shall not exceed 3.50% of Consolidated Revenues for the immediately preceding fiscal year (provided that, in addition, payments of management fees may be made in respect of amounts that have been accrued, but were not paid, during any preceding fiscal year of the Borrower ending on or after December 31, 1999, so long as the aggregate amount of payments made pursuant to this parenthetical during any fiscal year of the Borrower (other than any such payments made on a Threshold Management Fee Date), when added to the aggregate amount of non-deferred

64

management fees otherwise paid pursuant to this clause (b) during such fiscal year, shall not exceed 5.0% of Consolidated Revenues for the immediately preceding fiscal year ) and (c) each such payment shall be made no earlier than three Banking Days prior to the date such payment is due for Distributions; provided, however, that this Section 7.17 shall not prohibit the payment of fees to non-Affiliates for services rendered to the Restricted Companies on an arm’s length basis in the ordinary course of business.

                  7.18.  Derivative Contracts. None of the Restricted Companies nor any of their Subsidiaries shall enter into any Interest Rate Protection Agreement, foreign currency exchange contract or other financial or commodity derivative contracts except to provide hedge protection for an underlying economic transaction in the ordinary course of business.

                  7.19.  Negative Pledge Clauses. None of the Restricted Companies nor any of their Subsidiaries shall enter into any agreement, instrument, deed or lease which prohibits or limits the ability of the Restricted Companies or any of their Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of their respective properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any collateral for such obligation if collateral is granted for another obligation, except the following:

                  7.19.1.  This Agreement and the other Credit Documents.

                  7.19.2.  Covenants in documents creating Liens permitted by Section 7.8 prohibiting further Liens on the assets encumbered thereby.

                  7.19.3.  Restrictions on transfer and pledges imposed in the ordinary course of business pursuant to Franchises, pole agreements, leases and other operating agreements.

                  8.  Representations and Warranties. In order to induce the Lenders to extend credit to the Borrower hereunder, each of the Restricted Companies jointly and severally represents and warrants to each Lender that:

                  8.1.  Organization and Business.

                  8.1.1.  The Borrower. The Borrower is a duly organized and validly existing limited liability company, in good standing under the laws of the jurisdiction in which it is organized, with all limited liability company power and authority necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) borrow and guarantee the Credit Obligations, (c) grant the Lenders security interests in any Credit Security owned by it to secure the Credit Obligations and (d) own its properties and carry on the business now conducted or proposed to be conducted by it. Certified copies of the Charter and By-laws of the Borrower have been previously delivered to the Administrative Agent and are correct and complete. Exhibit 8.1, as from time to time hereafter supplemented in accordance with Sections 7.4.1 and 7.4.2, sets forth (i) the jurisdiction of organization of the Borrower, (ii) the address of the Borrower’s principal executive office and chief place of business and (iii) the number of authorized and issued shares and ownership of the Borrower.

                  8.1.2.  Other Guarantors. Each Restricted Company (other than the Borrower) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, with all organizational power and authority necessary to (a) enter into and perform this Agreement and each other Credit Document to which it is party, (b) guarantee the Credit Obligations, (c) grant the Lenders a security interest in Credit Security owned by such Restricted Company to secure the Credit Obligations and (d) own its properties and carry on the business now conducted or proposed to be

65

conducted by it. Certified copies of the Charter and By-laws of each such Restricted Company have been previously delivered to the Administrative Agent and are correct and complete. Exhibit 8.1, as from time to time hereafter supplemented in accordance with Sections 7.4.1 and 7.4.2, sets forth (i) the name and jurisdiction of organization of each Holding Company, (ii) the address of the chief executive office and principal place of business of each Holding Company, and (iii) the number of authorized and issued Equity Interests and ownership of each Restricted Company. As of the Second Restatement Effective Date, no Minority Interest HoldCo (other than Charter Communications VII and the Restricted Companies) is in existence.

                  8.1.3.  Qualification. Except as set forth on Exhibit 8.1 as from time to time supplemented in accordance with Sections 7.4.1 and 7.4.2, each Restricted Company is duly and legally qualified to do business as a foreign limited partnership or other entity and is in good standing in each state or jurisdiction in which such qualification is required and is duly authorized, qualified and licensed under all laws, regulations, ordinances or orders of public authorities, or otherwise, to carry on its business in the places and in the manner in which it is conducted, except for failures to be so qualified, authorized or licensed which would not in the aggregate result, or pose a material risk of resulting, in any Material Adverse Change.

                  8.1.4.  Capitalization. Except as set forth in Exhibit 8.1, as from time to time supplemented in accordance with Sections 7.4.1 and 7.4.2, no options, warrants, conversion rights, preemptive rights or other statutory or contractual rights to purchase Equity Interests of any Restricted Company now exist, nor has any Restricted Company authorized any such right, nor is any Restricted Company obligated in any other manner to issue its Equity Interests.

                  8.2.  Financial Statements and Other Information; Material Agreements.

                  8.2.1.  Financial Statements and Other Information. The Restricted Companies have previously furnished to the Lenders copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries, and the audited Consolidated balance sheet of Charter Communications VII as at December 31, 2000 and the unaudited Consolidated statements of income and changes in equity and cash flows of the Borrower and its Subsidiaries, and the audited Consolidated statements of income and changes in equity and cash flows of Charter Communications VII, for the fiscal year then ended.

                  The audited Consolidated financial statements (including the notes thereto) referred to above were prepared in accordance with GAAP and fairly present the financial position of the Restricted Companies covered thereby on a Consolidated basis at the respective dates thereof and the results of their operations for the periods covered thereby. No Restricted Company has any known contingent liability material to the Restricted Companies on a Consolidated basis that is required to be reflected by GAAP which is not reflected in the sheet referred to above (or delivered pursuant to Sections 7.4.1 or 7.4.2) or the notes thereto.

                  8.2.2.  Material Agreements. The Restricted Companies have previously furnished to the Administrative Agent correct and complete copies, including all exhibits, schedules and amendments thereto, of the Material Agreements as set forth in Exhibit 8.2.2, each as in effect on the Second Restatement Effective Date.

                  8.3.  Changes in Condition. No Material Adverse Change has occurred.

                  8.4.  Title to Assets. The Restricted Companies have good and valid title to all material assets necessary for the operations of their business as now conducted by them and reflected in the most recent balance sheet referred to in Section 8.2.1(a) (or the balance sheet most recently furnished to the

66

Lenders pursuant to Sections 7.4.1 or 7.4.2), and to all material assets necessary for the operations of such business acquired subsequent to the date of such balance sheet, subject to no Liens except for those permitted by Section 7.8 and except for assets disposed of as permitted by Section 7.11.

                  8.5.  Licenses, etc. The Restricted Companies have all patents, patent applications, patent licenses, patent rights, trademarks, trademark rights, trade names, trade name rights, copyrights, licenses, FCC Licenses, Franchises, permits, authorizations and other rights including agreements with public utilities and microwave transmission companies, pole use, access or rental agreements and utility easements the lack, loss or termination of which would result, or is reasonably likely to result, in a Material Adverse Change. All of the foregoing are in full force and effect except as would not result in, or be reasonably likely to result in, a Material Adverse Change, and each of the Restricted Companies is in substantial compliance with the foregoing without any known conflict with the valid rights of others which has resulted, or poses a material risk of resulting, in any Material Adverse Change. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such license, Franchise or other right or affect the rights of any of the Restricted Companies thereunder so as to result in any Material Adverse Change. Except as would not result, or create a material risk of resulting, in a Material Adverse Change:

                  8.5.1.  Franchises; FCC Licenses. Each Franchise and FCC License held by any Restricted Company is validly issued, and no Restricted Company is in violation of the terms of any of its Franchises or FCC Licenses.

                  8.5.2.  FCC and Other Matters. Each Restricted Company has filed all cable television registration statements and other filings which are required to be filed by it under the Communications Act. Each Restricted Company is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC relating to the carriage of television signals. The execution, delivery and performance by the Restricted Companies of this Agreement does not require the approval of the FCC and will not result in any violation of the Communications Act. Each Restricted Company has recorded or deposited with and paid to the federal Copyright Office and the Register of Copyright all notices, statements of account, royalty fees and other documents and instruments required under Title 17 of the United States Code and all rules and regulations thereunder (collectively and as from time to time in effect, the “Copyright Act”), including such of the foregoing required by section 111(d) of the Copyright Act by virtue of such Restricted Company having made any secondary transmission subject to compulsory licensing pursuant to section 111(c) of the Copyright Act.

                  8.6.  Litigation. No litigation, at law or in equity, or any proceeding before any court, board or other governmental or administrative agency or any arbitrator is pending or, to the knowledge of the Restricted Companies, threatened which, in either case, involves any material risk of any final judgment, order or liability which, after giving effect to any applicable insurance, has resulted, or poses a material risk of resulting, in any Material Adverse Change or which seeks to enjoin (and poses a material risk of enjoining) the consummation, or which (except for litigation which does not pose a material risk of impairing the validity or effectiveness of the transactions contemplated by this Agreement or any other Credit Document) questions the validity, of any of the transactions contemplated by this Agreement or any other Credit Document. No judgment, decree or order of any court, board or other governmental or administrative agency or any arbitrator has been issued against or binds any Restricted Company which has resulted, or poses a material risk of resulting, in any Material Adverse Change.

                  8.7.  Tax Returns. Except as would not result, or create a material risk of resulting, in a Material Adverse Change, each of the Restricted Companies has filed all material tax and information returns which are required to be filed by it and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to such returns or to any assessment received by it

67

(except for taxes being disputed in good faith and for which sufficient reserves have been established) and no Restricted Company knows of any material additional assessments or any basis therefor and the Restricted Companies reasonably believe that the charges, accruals and reserves on the books of the Restricted Companies in respect of taxes or other governmental charges are adequate.

                  8.8.  Authorization and Enforceability. The Borrower and each Guarantor has taken all organizational action required to execute, deliver and perform this Agreement and each other Credit Document to which it is party. Each of this Agreement and each other Credit Document constitutes the legal, valid and binding obligation of each Restricted Company party thereto and is enforceable against such Person in accordance with its terms.

                  8.9.  No Legal Obstacle to Agreements. Neither the execution and delivery of this Agreement or any other Credit Document, nor the making of any borrowings hereunder, nor the guaranteeing of the Credit Obligations, nor the securing of the Credit Obligations with any Credit Security, has constituted or resulted in or will constitute or result in: