SENIOR BRIDGE LOAN AGREEMENT CCO HOLDINGS, LLC

 

 

 

 

TABLE OF CONTENTS

 

Page

 

 

1   Description of Exchange Notes and Exchange Indenture

2.1(a)   Commitments

 

EXHIBITS:

 

A   Form of Note

B   RESERVED

C   Form of Closing Certificate

D   RESERVE

E   Form of Assignment and Assumption

F   RESERVED

G   Form of Exemption Certificate

H   RESERVED

I   Form of Notice of Borrowing

5.2(d)   Form of Officers’ Certificate

 

 

 

 

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

 

W I T N E S S E T H :

 

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

 

NOW, THEREFORE, the parties hereby agreed as follows:

 

SECTION 1.      DEFINITIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

“ Asset Sale ” means:

 

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

 

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

 

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

 

“ Attributable Debt ” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“ Borrower ”: as defined in the preamble hereto.

 

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

 

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

 

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

 

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

 

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

 

 

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

 

“ Capital Stock ” means:

 

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

 

“ Cash Equivalents ” means:

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

“ Closing Date ” means October 17, 2005.

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

                 Eurodollar Base Rate                  

1.00 - Eurocurrency Reserve Requirements

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

“ Guarantor ”: as defined in the preamble hereto.

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

“ Insolvent ” means pertaining to a condition of Insolvency.

 

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

 

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

 

 

“ Interest Period ” means as to any Loan, (a) initially, the period commencing on the Initial Borrowing Date and ending three months thereafter; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period and ending three months thereafter; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

 

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

 

“ KPMG ” means KPMG, LLP.

 

“ Lenders ”: as defined in the preamble hereto.

 

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

 

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

 

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

 

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

 

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

 

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

 

“ Loan Parties ” means the Borrower and the Guarantor.

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

“ Non-Recourse Debt ” means Indebtedness:

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“ Permitted Debt ”: as defined in Section 6.9.

 

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

 

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

 

“ Permitted Liens ” means:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

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

 

“ Related Party ” means

 

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

 

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

 

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

 

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

 

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

 

“ Restricted Payments ”: as defined in Section 6.6.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

“ Specified Offering ” means any private or public underwritten offering or any issuance of any equity or debt by CCI or any of its Subsidiaries; provided that none of the following shall constitute a Specified Offering:

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

 

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

 

“ Subsidiary ” means, with respect to any Person

 

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

 

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

 

“ Transferee ” means any Assignee or Participant.

 

“ United States ” means the United States of America.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

1.2.       Other Definitional Provisions .

 

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

 

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

 

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

 

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

 

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

 

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

 

 

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

 

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

 

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

 

2.3.       Reduction and Termination of Commitments .

 

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

 

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

 

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

 

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

 

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

 

2.4.       Optional Prepayments . The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 1:00 P.M., New York City time, at least three Business Days prior thereto, which notice shall specify the date and amount of prepayment; provided that if a Loan is prepaid

 

 

2.5.       Mandatory Prepayments .

 

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