THIS PAGE MUST BE KEPT WITH THE DOCUMENT.
SECOND AMENDMENT TO LOAN AGREEMENT
04/25/97 12:13 pm
Exhibit 10.3
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as
of the 16th day of January, 1996 (the "Amendment Date"), by and among
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P., a Delaware limited
partnership (the "Borrower"), TORONTO DOMINION (TEXAS), INC., CHEMICAL
BANK, CIBC INC., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, NATIONSBANK, N.A.
(F/K/A NATIONSBANK, N.A. (CAROLINAS)), BANQUE PARIBAS, UNION BANK,
CORESTATES BANK, N.A., THE LONG-TERM CREDIT BANK OF JAPAN, LTD., MERCANTILE
BANK OF ST. LOUIS NATIONAL ASSOCIATION, NATWEST BANK N.A., FIRST NATIONAL
BANK OF MARYLAND, ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME TRUST
(F/K/A VAN ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PRIME RATE INCOME TRUST), BANQUE FRANCAISE DU
COMMERCE EXTERIEUR, PRIME INCOME TRUST, SENIOR DEBT PORTFOLIO AND ▇▇▇▇▇▇▇
▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC. (together with any financial
institution which subsequently becomes a `Bank' under the Loan Agreement,
as such term is defined therein, the "Banks"), TORONTO DOMINION (TEXAS),
INC. and CHEMICAL BANK, as Documentation Agents (in such capacity, the
"Documentation Agents"), TORONTO DOMINION (TEXAS), INC., CHEMICAL BANK,
CIBC INC., CREDIT LYONNAIS CAYMAN ISLAND BRANCH, and NATIONSBANK, N.A.
(F/K/A NATIONSBANK, N.A. (CAROLINAS)), as Managing Agents (collectively in
such capacity, the "Managing Agents"), BANQUE PARIBAS and UNION BANK, as
Co-Agents (collectively in such capacity, the "Co-Agents") and TORONTO
DOMINION (TEXAS), INC., as Administrative Agent for the Documentation
Agents, the Managing Agents, the Co-Agents and the Banks (the
"Administrative Agent," and together with the Documentation Agents, the
Managing Agents and the Co-Agents, the "Agents"),
W I T N E S S E T H:
-------------------
WHEREAS, the Agents, the Borrower, and certain of the Banks are
parties to that certain Amended and Restated Loan Agreement dated as of
September 29, 1995, as amended by that certain First Amendment to Loan
Agreement dated as of October 31, 1995 (as further amended, modified and
supplemented from time to time, the "Loan Agreement"); and
WHEREAS, Prime Income Trust, Senior Debt Portfolio and ▇▇▇▇▇▇▇ ▇▇▇▇▇
Senior Floating Rate Fund, Inc. (collectively, the "New Banks") desire to
become "Banks" under the Loan Agreement by purchasing pro rata assignments
of portions of the Fund Loan Commitment and outstanding Fund Loans
currently held by Toronto Dominion (Texas), Inc. and Chemical Bank, as more
fully set forth in that certain Master Assignment and Assumption Agreement
of even date by and among each of the New Banks, Toronto Dominion (Texas),
Inc. and Chemical Bank with respect to the Loan Agreement; and
WHEREAS, the parties to the Loan Agreement, including, without
limitation, the New Banks, desire to amend the Loan Agreement as more fully
set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that all capitalized terms used
herein shall have the meanings ascribed thereto in the Loan Agreement, and
further agree as follows:
1. Amendments to Article 1.
-----------------------
(a) Article 1 of the Loan Agreement, Definitions, is hereby amended
-----------
by deleting the existing definitions of "Commitment Ratios," "Fund Loan
----------------- ---------
Notes," "Notes," "Revolving Loan Notes" and "Term Loan Notes" in their
----- ----- -------------------- ---------------
entireties and by substituting the following therefor:
"`Commitment Ratios' shall mean the percentages in which the
-----------------
Banks are severally bound to make Advances to the Borrower under the
respective Commitments, as set forth below (together with dollar
amounts) as of the date of the Second Amendment to this Agreement:
Portion of
Portion of Revolving Portion of Term Loan Revolving Loan Fund Loan
Term Loan Loan Fund Loan Total Dollar Commitment Commitment Commitment
Banks Commitment Commitment Commitment Commitment Ratio Ratio Ratio
------------------- -------------- ------------- -------------- ------------ -------------- --------------- -------------
Toronto $ 9,856,000.01 $ 703,999.99 $25,750,000.00 $ 36,310,000 3.520000001% 3.519999983% 30.294117647%
Dominion
(Texas), Inc.
Chemical Bank 13,189,333.33 2,370,666.67 $25,750,000.00 41,310,000 4.710476190% 11.853333333% 30.294117647%
CIBC Inc. 33,189,333.33 2,370,666.67 0.00 35,560,000 11.853333333% 11.853333333% 0.000000000%
Credit Lyonnais 33,189,333.33 2,370,666.67 0.00 35,560,000 11.853333333% 11.853333333% 0.000000000%
Cayman Island
Branch
NationsBank, 33,189,333.33 2,370,666.67 0.00 35,560,000 11.853333333% 11.853333333% 0.000000000%
N.A. (f/k/a
NationsBank,
N.A.
(Carolinas))
Banque Paribas 19,026,666.67 2,073,333.33 0.00 21,100,000 6.795238095% 10.366666667% 0.000000000%
Union Bank 29,026,666.67 2,073,333.33 0.00 31,100,000 10.366666667% 10.366666667% 0.000000000%
CoreStates 14,000,000.00 1,000,000.00 5,000,000.00 20,000,000 5.000000000% 5.000000000% 5.882352941%
Bank, N.A.
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Portion of
Portion of Revolving Portion of Term Loan Revolving Loan Fund Loan
Term Loan Loan Fund Loan Total Dollar Commitment Commitment Commitment
Banks Commitment Commitment Commitment Commitment Ratio Ratio Ratio
------------------- -------------- ------------- -------------- ------------ -------------- --------------- -------------
The Long-Term 14,000,000.00 1,000,000.00 0.00 15,000,000 5.000000000% 5.000000000% 0.000000000%
Credit Bank of
Japan, Ltd.
Mercantile Bank 14,000,000.00 1,000,000.00 0.00 15,000,000 5.000000000% 5.000000000% 0.000000000%
of St. Louis
National
Association
NatWest Bank 14,000,000.00 1,000,000.00 0.00 15,000,000 5.000000000% 5.000000000% 0.000000000%
N.A.
First National 14,000,000.00 1,000,000.00 0.00 15,000,000 5.000000000% 5.000000000% 0.000000000%
Bank of
Maryland
▇▇▇ ▇▇▇▇▇▇ 30,000,000.00 0.00 8,500,000.00 38,500,000 10.714285714% 0.000000000% 10.000000000%
American
Capital Prime
Rate Income
Trust (f/k/a Van
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Prime Rate
Income Trust)
Banque 9,333,333.33 666,666.67 0.00 10,000,000 3.333333332% 3.333333350% 0.000000000%
Francaise du
Commerce
Exterieur
Prime Income 0.00 0.00 10,000,000.00 10,000,000 0.000000000% 0.000000000% 11.764705882%
Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.00 0.00 5,000,000.00 5,000,000 0.000000000% 0.000000000% 5.882352941%
Senior Floating
Rate Fund, Inc.
Senior Debt 0.00 0.00 5,000,000.00 5,000,000 0.000000000% 0.000000000% 5.882352941%
Portfolio
Total $ 280,000,000 $ 20,000,000 $85,000,000.00 $385,000,000 100% 100% 100%"
"`Fund Loan Notes' shall mean those certain term promissory notes
---------------
(including Registered Notes) in the aggregate principal amount of
$85,000,000, one such note issued to each of the Banks having a Fund Loan
Commitment by the Borrower, each one substantially in the form of Exhibit A
---------
to the Second Amendment to this Agreement, and any extensions, renewals,
amendments or substitutions to any of the foregoing."
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"'Revolving Loan Notes' shall mean those certain amended and restated
--------------------
revolving promissory notes (including Registered Notes) in the aggregate
principal amount of $20,000,000, one such note issued to each of the Banks
having a Revolving Loan Commitment hereunder by the Borrower, each one
substantially in the form of Exhibit E attached hereto, and any extensions,
---------
renewals, amendments or substitutions to any of the foregoing."
"'Term Loan Notes' shall mean those certain amended and restated term
---------------
promissory notes (including Registered Notes) in the aggregate principal
amount of $280,000,000, one such note issued to each of the Banks having a
Term Loan Commitment by the Borrower, each one substantially in the form of
Exhibit I attached hereto, and any extensions, renewals, amendments or
---------
substitutions to any of the foregoing."
(b) Article 1 of the Loan Agreement, Definitions, is hereby further
-----------
amended by adding the following definitions in the appropriate alphabetical
order:
"'Non-U.S. Bank' shall have the meaning ascribed to such term in
-------------
Section 2.8(a) hereof."
"'Register' shall have the meaning ascribed to such term in Section
--------
11.5(f) hereof."
"'Registered Noteholder' shall mean each ▇▇▇-▇.▇.▇▇▇▇ that requests or
---------------------
holds a Registered Note pursuant to Section 2.8(a) hereof or registers its
Loans pursuant to Section 11.5(f) hereof."
"'Registered Notes' shall mean those certain Notes that have been
----------------
issued in registered form in accordance with Sections 2.8(a) and 11.5(f)
hereof and each of which bears the following legend: 'This is a Registered
Note, and this Registered Note and the Loans evidenced hereby may be
assigned or otherwise transferred in whole or in part only by registration
of such assignment or transfer on the Register and in compliance with all
other requirements provided for in the Loan Agreement.'"
"'U.S. Person' shall mean a citizen or resident of the United States
-----------
of America, a corporation, partnership or other entity created or organized
in or under any laws of the United States of America, or any estate or
trust that is subject to Federal income taxation regardless of the source
of its income."
-4-
(2) Amendments to Article 2.
-----------------------
(a) Section 2.1 of the Loan Agreement, The Loans, is hereby amended by
---------
deleting existing subsection (c) thereto in its entirety and by substituting
the following in lieu thereof:
"(c) Fund Loans. The Banks who have issued a Fund Loan Commitment
----------
agree, severally in accordance with their respective Commitment Ratios
relating to the Fund Loan Commitment, and not jointly, upon the terms and
subject to the conditions of this Agreement, to lend to the Borrower: (i)
an aggregate amount not to exceed $75,000,000 under the Fund Loan
Commitment on the date of the First Amendment to this Agreement; and (ii)
provided that the Omega Acquisition Date occurs on or before March 31,
1996, and provided further that not less than fifteen (15) days prior to
the Omega Acquisition Date, the Borrower shall have provided the
Administrative Agent with copies of the Omega Acquisition Agreement and all
other documents related to the transfer of the Omega Assets to the
Borrower, including, without limitation, lien search results from
appropriate jurisdictions with respect to the Omega Assets, all of which
shall be certified by an Authorized Signatory to be true, complete and
correct, and all of which shall be in form and substance satisfactory to
the Administrative Agent, an aggregate amount not to exceed $10,000,000
under the Fund Loan Commitment on the Omega Acquisition Date. Advances
under the Fund Loan Commitment may be repaid and reborrowed as provided in
Section 2.2(b) and 2.2(c) hereof, as applicable, in order to effect changes
in the Interest Rate Bases applicable to Advances thereunder, provided,
--------
however, that there shall be no net increase in the aggregate principal
-------
amount outstanding under the Fund Loan Commitment on any date other than
the date of the First Amendment to this Agreement or the Omega Acquisition
Date. In any event, the Fund Loan Commitment shall terminate upon the
earlier to occur of the close of business on the Omega Acquisition Date or
March 31, 1996."
(b) Section 2.8 of the Loan Agreement, Notes; Loan Accounts, is hereby
--------------------
amended by adding the following at the end of existing Section 2.8(a):
"Any Bank (i) which is not a U.S. Person (a "Non-U.S. Bank") and (ii) which
-------------
could become completely exempt from withholding of United States Federal
income taxes in respect of payment of any obligations due to such Bank
hereunder relating to any of its Loans if such Loans were in registered
form for United States Federal income tax purposes may request the Borrower
(through the Administrative Agent), and the Borrower agrees thereupon, to
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register such Loans as provided in Section 11.5(f) hereof and to issue to
such Bank Notes evidencing such Loans as Registered Notes or to exchange
Notes evidencing such Loans for new Registered Notes, as applicable.
Registered Notes may not be exchanged for Notes that are not in registered
form."
(c) Section 2.9 of the Loan Agreement, Manner of Payment, is hereby
-----------------
amended by adding to Section 2.9(d) the phrase ", Form W-8" immediately after
the phrase "Form 4224" appearing in the first sentence thereof.
(d) Section 2.9 of the Loan Agreement, Manner of Payment, is hereby
-----------------
further amended by adding the following after the first sentence of existing
Section 2.9(d):
"Each Registered Noteholder (or, if such Registered Noteholder is not the
beneficial owner thereof, such beneficial owner) shall deliver to the
Borrower (with a copy to the Administrative Agent) prior to or at the time
it becomes a Registered Noteholder, the applicable form described in the
first sentence of this Section 2.9(d) (or such successor and related forms
as may from time to time be adopted by the relevant taxing authorities of
the United States of America), together with an annual certificate stating
that such Registered Noteholder or beneficial owner, as the case may be, is
not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is
not otherwise described in Section 881(c)(3) of the Code. Each Registered
Noteholder or beneficial owner, as the case may be, shall promptly notify
the Borrower (with a copy to the Administrative Agent) if at any time, such
Registered Noteholder or beneficial owner, as the case may be, determines
that it is no longer in a position to make the certification made in such
certificate to the Borrower (or any other form of certification adopted by
the relevant taxing authorities of the United States of America for such
purposes)."
3. Amendments to Article 11.
------------------------
(a) Section 11.1 of the Loan Agreement, Notices, is hereby amended by
-------
adding the following to Section 11.1(a)(iii) immediately before the last
sentence thereof:
"Prime Income Trust
c/o ▇▇▇▇ ▇▇▇▇▇▇ InterCapital, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-6-
▇▇▇▇▇▇▇ ▇▇▇▇▇ Senior Floating Rate Fund, Inc.
c/o Merrill ▇▇▇▇▇ Asset Management
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Debt Portfolio
c/o ▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇"
(b) Section 11.5 of the Loan Agreement, Assignment, is hereby amended by
----------
deleting the introductory paragraph to existing subsection (c) thereof and
subparagraph (i) thereof in their respective entireties and by substituting the
following therefor:
"(c) Each of the Banks may at any time enter into assignment
agreements (but not participations) with one or more other banks or other
Persons pursuant to which each Bank may assign its interests under this
Agreement and the other Loan Documents, including, without limitation, its
interest in any particular Advance or portion thereof, provided, that (1)
--------
all assignments with respect to the Term Loan Commitment or Advances
thereunder (other than assignments described in clause (b) hereof) shall be
in minimum aggregate principal amounts of $10,000,000 (unless, after giving
effect to all contemporaneous assignments to the applicable assignee, such
assignee has a minimum commitment under the Term Loan Commitment of
$10,000,000), (2) all assignments with respect to the Revolving Loan
Commitment and Advances thereunder (other than assignments described in
clause (b) hereof) shall be in minimum aggregate principal amounts of
$10,000,000 (unless, after giving effect to all contemporaneous assignments
to the applicable assignee, such assignee has a minimum commitment
under the Revolving Loan Commitment of $10,000,000), (3) all assignments
with respect to the Fund Loan Commitment and Advances thereunder (other
than assignments described in clause (b) hereof and assignments by Toronto
Dominion (Texas), Inc. and Chemical Bank of their respective interests
under the Fund Loan Commitment and Advances thereunder) shall be in minimum
aggregate principal amounts of $5,000,000 (unless, after giving effect to
all contemporaneous assignments to the applicable assignee, such assignee
has a minimum commitment under the Fund Loan Commitment of $5,000,000), (4)
without the prior consent of the Borrower, no Bank (other than Toronto
Dominion (Texas), Inc. and Chemical Bank with respect to their respective
interests under the Fund Loan Commitment and Advances thereunder) may
assign more than forty-nine percent (49%) of
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its interests hereunder, unless such Bank is selling one hundred percent
(100%) of its interests hereunder, and (5) all assignments (other than
assignments described in clause (b) hereof) shall be subject to the
following additional terms and conditions:
"(i) No assignment (except assignments permitted in Section
11.5(b) hereof) shall be sold without the prior consent of the
Administrative Agent and, prior to the occurrence and continuation of an
Event of Default, the consent of the Borrower, which consents shall not be
unreasonably withheld;".
(c) Section 11.5 of the Loan Agreement, Assignment, is hereby further
----------
amended by adding the following as new subsections (f) and (g) thereof:
"(f) The Administrative Agent, acting, for this purpose only, as agent
of the Borrower shall maintain, at no extra charge to the Borrower, a
register (the "Register") at the address to which notices to the
--------
Administrative Agent are to be sent under Section 11.1 hereof) on which
Register the Administrative Agent shall enter the name, address and
taxpayer identification number (if provided) of the registered owner of the
Loans evidenced by a Registered Note or, upon the request of the registered
owner, for which a Registered Note has been requested. A Registered Note
and the Loans evidenced thereby may be assigned or otherwise transferred in
whole or in part only by registration of such assignment or transfer of
such Registered Note and the Loans evidenced thereby on the Register. Any
assignment or transfer of all or part of such Loans and the Registered Note
evidencing the same shall be registered on the Register only upon
compliance with the other provisions of this Section 11.5 and surrender for
registration of assignment or transfer of the Registered Note evidencing
such Loans, duly endorsed by (or accompanied by a written instrument of
assignment or transfer duly executed by) the Registered Noteholder thereof,
and thereupon one or more new Registered Notes in the same aggregate
principal amount shall be issued to the designated assignee(s) or
transferee(s) and, if less than the aggregate principal amount of such
Registered Notes is thereby transferred, the assignor or transferor. Prior
to the due presentment for registration of transfer of any Registered Note,
the Borrower and the Administrative Agent shall treat the Person in whose
name such Loans and the Registered Note evidencing the same is registered
as the owner thereof for the purpose of receiving all payments thereon and
for all other purposes, notwithstanding any notice to the contrary.
-8-
"(g) The Register shall be available for inspection by the Borrower
and any Bank at any reasonable time during the Administrative Agent's
regular business hours upon reasonable prior notice."
4. Counterparts. This Amendment may be executed in any number of
------------
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
5. Governing Law. This Amendment shall be construed in accordance with
-------------
and governed by the laws of the State of New York.
6. Severability. Any provision of this Amendment which is prohibited or
------------
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of such provision in
any other jurisdiction.
7. No Other Amendment or Waiver. Except for the amendments set forth
----------------------------
above, the text of the Loan Agreement and all other Loan Documents shall remain
unchanged and in full force and effect. No waiver by the Administrative Agent,
the other Agents or the Banks under the Loan Agreement or any other Loan
Document is granted or intended except as expressly set forth herein, and the
Administrative Agent, the other Agents and the Banks expressly reserve the right
to require strict compliance in all other respects (whether or not in connection
with any Requests for Advance). Except as set forth herein, the amendments
agreed to herein shall not constitute a modification of the Loan Agreement or
any of the other Loan Documents, or a course of dealing with the Administrative
Agent, the other Agents and the Banks, or any of them, at variance with the Loan
Agreement or any of the other Loan Documents, such as to require further notice
by the Administrative Agent, the other Agents, the Banks, the Majority Banks, or
any of them, to require strict compliance with the terms of the Loan Agreement
and the other Loan Documents in the future.
8. Representations and Warranties. The Borrower hereby represents and
------------------------------
warrants in favor of the Agents and the Banks as follows:
(a) The Borrower has the partnership power and authority (i) to enter into
this Amendment and (ii) to do all other acts and things as are required or
contemplated hereunder to be done, observed and performed by it;
-9-
(b) This Amendment has been duly authorized, validly executed and
delivered by one or more Authorized Signatories of the Borrower and constitutes
the legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, subject, as to enforcement of remedies,
to the following qualifications: (i) an order of specific performance and an
injunction are discretionary remedies and, in particular, may not be available
where damages are considered an adequate remedy at law, and (ii) enforcement may
be limited by bankruptcy, insolvency, liquidation, reorganization,
reconstruction and other similar laws affecting enforcement of creditors' rights
generally (insofar as any such law relates to the bankruptcy, insolvency or
similar event of the Borrower); and
(c) The execution and delivery of this Amendment, the performance by the
Borrower under the Loan Agreement and the other Loan Documents to which it is a
party, as amended hereby, do not and will not require the consent or approval of
any regulatory authority or governmental authority or agency having jurisdiction
over the Borrower which has not already been obtained, nor is in contravention
of or in conflict with the partnership agreement or other similar agreement of
the Borrower, or the provision of any statute, judgment, order, indenture,
instrument, agreement, or undertaking, to which the Borrower is a party or by
which any of its assets or properties are or may become bound.
9. Conditions Precedent. The effectiveness of this Amendment is subject
--------------------
to the prior fulfillment of each of the following conditions:
(a) Toronto Dominion (Texas), Inc., Chemical Bank and the New Banks shall
each have received a duly executed Fund Loan Note in substantially the form
attached hereto as Exhibit A, which promissory notes shall be deemed to be
---------
"Notes" under the Loan Agreement and the other Loan Documents for all purposes
hereafter;
(b) The Administrative Agent or the Banks, as appropriate, shall have
received all such other documents as the Administrative Agent or any Bank may
reasonably request, certified by an appropriate governmental official or an
Authorized Signatory if so reasonably requested.
10. Effective Date. Upon satisfaction of the conditions precedent referred
--------------
to in Section 9 above, this Amendment shall be effective as of January 16, 1996.
11. Loan Documents. This document shall be deemed to be a Loan Document
--------------
for all purposes.
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[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-11-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.
BORROWER: CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.,
a Delaware limited partnership
By: Its General Partner
CCA ACQUISITION CORP., a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Its: Executive Vice President
ADMINISTRATIVE AGENT: TORONTO DOMINION (TEXAS), INC., as
Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Its: Vice President
DOCUMENTATION AGENTS: TORONTO DOMINION (TEXAS), INC., as a
Documentation Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Its: Vice President
CHEMICAL BANK, as a Documentation
Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ III
-------------------------------------------
Its: Managing Director
SECOND AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 1
MANAGING AGENTS: TORONTO DOMINION (TEXAS), INC., as a
Managing Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
CHEMICAL BANK, as a Managing Agent
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ III
By: __________________________________________
Its: Managing Director
CIBC INC., as a Managing Agent
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
as a Managing Agent
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
NATIONSBANK, N.A. (f/k/a NationsBank,
N.A. (Carolinas)), as a Managing Agent
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
CO-AGENTS: BANQUE PARIBAS, as a Co-Agent
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
SECOND AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 2
UNION BANK, as a Co-Agent
/s/ ▇▇▇▇ ▇▇▇▇▇
By: __________________________________________
Its: Senior Vice President
BANKS: TORONTO DOMINION (TEXAS), INC., as a
Bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
CHEMICAL BANK, as a Bank
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ III
By: __________________________________________
Its: Managing Director
CIBC INC., as a Bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
as a Bank
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
NATIONSBANK, N.A. (f/k/a NationsBank,
N.A. (Carolinas)), as a Bank
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
BANQUE PARIBAS, as a Bank
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
SECOND AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 3
UNION BANK, as a Bank
/s/ ▇▇▇▇ ▇▇▇▇▇
By: __________________________________________
Its: Senior Vice President
CORESTATES BANK, N.A., as a Bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: __________________________________________
Its: Assistant Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., as a Bank
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
By: __________________________________________
Its: Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION, as a Bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
NATWEST BANK N.A., as a Bank
/s/ ▇▇▇▇ ▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
FIRST NATIONAL BANK OF MARYLAND, as a
Bank
/s/ ▇▇▇▇ ▇. ▇▇▇▇
By: __________________________________________
Its: Vice President
SECOND AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 4
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME
TRUST (f/k/a Van ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prime Rate
Income Trust), as a Bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: __________________________________________
Its: Senior Vice President
BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
as a Bank
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: __________________________________________
Its: Vice President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: __________________________________________
Its: Vice President
PRIME INCOME TRUST, as a Bank
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: __________________________________________
Its: Vice President - Portfolio Manager
SENIOR DEBT PORTFOLIO, as a Bank
By: Boston Management and Research, as
Investment Advisor
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: __________________________________________
Its: Assistant Treasurer
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND,
INC., as a Bank
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: __________________________________________
Its: Authorized Signatory
SECOND AMENDMENT TO LOAN AGREEMENT
CHARTER COMMUNICATIONS ENTERTAINMENT I, L.P.
Signature Page 5