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EXHIBIT 10.1(c)
LENDER CONSENT LETTER
CHARTER COMMUNICATIONS OPERATING, LLC
CREDIT AGREEMENT DATED AS OF MARCH 18, 1999
THIRD AMENDMENT
To: The Chase Manhattan Bank, as Administrative Agent
270 Park Avenue
New York, New York 10017
Bank of America, N.A., as Administrative Agent
901 Main Street
Dallas, Texas 75202
Ladies and Gentlemen:
Reference is made to the CREDIT AGREEMENT, dated as of March
18, 1999, as amended by the First Amendment dated as of June 28, 1999 and the
Second Amendment dated as of December 14, 1999 (the "Credit Agreement"), among
CHARTER COMMUNICATIONS OPERATING, LLC (the "Borrower"), CHARTER COMMUNICATIONS
HOLDINGS LLC, the Lenders parties to the Credit Agreement, the Documentation
Agents and Syndication Agents named therein and THE CHASE MANHATTAN BANK and
BANK OF AMERICA, N.A., as Administrative Agents (in such capacity, the
"Administrative Agents").
The Borrower has requested amendments to the Credit Agreement
on the terms described in the Third Amendment to the Credit Agreement in the
form attached hereto as Exhibit A (the "Third Amendment").
Pursuant to Section 10.1 of the Credit Agreement, the
undersigned Lender hereby consents to the execution by the Administrative Agents
of the Third Amendment.
Very truly yours,
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(NAME OF LENDER)
By
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Name:
Title:
Dated as of February 24, 2000
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EXHIBIT A
THIRD AMENDMENT, dated as of February 24, 2000 (this "Third
Amendment"), to the CREDIT AGREEMENT, dated as of March 18, 1999, as amended by
the First Amendment dated as of June 28, 1999 and the Second Amendment dated as
of December 14, 1999 (the "Credit Agreement"), among CHARTER COMMUNICATIONS
OPERATING, LLC (the "Borrower"), CHARTER COMMUNICATIONS HOLDINGS LLC, the
Lenders parties to the Credit Agreement, the Documentation Agents and
Syndication Agents named therein and THE CHASE MANHATTAN BANK and BANK OF
AMERICA, N.A., as Administrative Agents (in such capacity, the "Administrative
Agents"). Terms defined in the Credit Agreement shall be used in this Third
Amendment with their defined meanings unless otherwise defined herein.
W I T N E S S E T H :
WHEREAS, the Borrower wishes to amend the Credit Agreement in
the manner set forth herein; and
WHEREAS, each of the parties hereto is willing to enter into
this Third Amendment on the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT.
1. Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by adding the following new definitions in the appropriate alphabetical
order:
"Qualified Indebtedness": (a) with respect to a Qualified
Parent Company, any Indebtedness (i) which is issued in a Rule 144A
private placement or registered public offering, (ii) which is not held
by any member of the Charter Group and (iii) as to which 100% of the
Net Cash Proceeds thereof are used by such Qualified Parent Company to
make Investments in one or more of its Subsidiaries engaged
substantially in businesses of the type described in Section 7.14(a)
and/or to refinance other Qualified Indebtedness or Indebtedness of the
Borrower and (b) with respect to an Affiliate of the Borrower, any
Indebtedness as to which 100% of the Net Cash Proceeds thereof were
contributed to the Borrower.
"Qualified Parent Company": Charter Communications Holding
Company, LLC 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.
2. Section 2.1(c). Section 2.1(c) of the Credit Agreement is
hereby amended by changing the amount "$500,000,000" contained in clause (iv)(w)
of the penultimate sentence thereof to the amount "$1,000,000,000".
3. Section 7.1(a). Section 7.1(a) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
(a) Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio determined as of the last day of any fiscal
quarter of the Borrower ending during any period set forth below to
exceed the ratio set forth below opposite such period:
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Period Consolidated Leverage Ratio
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04/01/99 - 12/31/01 5.00 to 1.0
01/01/02 - 12/31/02 4.50 to 1.0
01/01/03 - 06/30/03 4.25 to 1.0
07/01/03 and thereafter 4.00 to 1.0"
4. Section 7.6(b). Section 7.6(b) of the Credit Agreement is
hereby amended and restated in its entirety as follows:
"(b) the Borrower may make distributions (directly or
indirectly) to any Qualified Parent Company or any Affiliate of the
Borrower for the purpose of enabling such Person to make scheduled
interest payments in respect of its Qualified Indebtedness, provided
that (i) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (ii) each such distribution shall
be made on a Threshold Transaction Date (except in the case of any
distribution made for the purpose of paying interest on (x) Qualified
Indebtedness as to which 100% of the Net Cash Proceeds thereof were
contributed to the Borrower as a capital contribution, (y) Qualified
Indebtedness incurred to refinance such Qualified Indebtedness or
(z) the Senior Notes or any Indebtedness incurred to refinance the
Senior Notes) and (iii) each such distribution shall be made no earlier
than three Business Days prior to the date the relevant interest
payment is due;"
5. Section 7.6(c). Clause (i) of Section 7.6(c) of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"(i) the Borrower may make distributions to Charter Holdings to be used
to repurchase, redeem or otherwise acquire or retire for value any
Equity Interests of Charter Holdings or Charter Communications Inc.
held by any member of management of Charter Holdings, the Borrower or
any of its Subsidiaries pursuant to any management equity subscription
agreement or stock option agreement in effect as of the Stage One
Closing Date, provided that the aggregate amount of such distributions
shall not exceed $10,000,000 in any fiscal year of the Borrower"
SECTION II. MISCELLANEOUS.
1. No Change. Except as expressly provided herein, no term or
provision of the Credit Agreement shall be amended, modified or supplemented,
and each term and provision of the Credit Agreement shall remain in full force
and effect.
2. Effectiveness. This Third Amendment shall become effective
as of the date hereof upon receipt by the Administrative Agents of
(a) counterparts hereof duly executed by Holdings and the Borrower and
(b) consent letters authorizing the Administrative Agents to enter into this
Third Amendment from the Required Lenders.
3. Counterparts. This Third Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
4. Governing Law. THIS THIRD AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed and delivered as of the day and year first above
written.
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CHARTER COMMUNICATIONS HOLDINGS LLC
By:
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Name: Eloise A. Engman
Title: Vice President
CHARTER COMMUNICATIONS OPERATING, LLC
By:
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Name: Eloise A. Engman
Title: Vice President
THE CHASE MANHATTAN BANK,
as an Administrative Agent
By:
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Name:
Title:
BANK OF AMERICA, N.A., as an Administrative
Agent
By:
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Name:
Title: