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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of May 23, 2015, by and among Charter Communications, Inc., a Delaware corporation (“Cheetah”), CCH I, LLC, a Delaware limited liability company (together with any successor to CCH I, LLC, “New Cheetah”), Liberty Broadband Corporation, a Delaware corporation (“Liberty”) and Advance/Newhouse Partnership, a New York general partnership (“A/N”).

RECITALS:

A. A/N, A/NPC Holdings LLC, a Delaware limited liability company, Cheetah, New Cheetah and Charter Communications Holding Company, LLC , a Delaware limited liability Company (“Cheetah Holdco LLC”) entered into that certain Contribution Agreement, dated as March 31, 2015, as amended by Amendment No. 1 to Contribution Agreement, dated as of the date hereof (the “Amendment” and together, the “Contribution Agreement”).

B. In connection with the transactions contemplated by the Contribution Agreement, the parties hereto entered into an amendment and restatement (the “March 2015 Stockholders Agreement”) of that certain Stockholders Agreement by and among Liberty and the Company, dated as of March 19, 2013, as amended (the “Existing Stockholders Agreement”) as contemplated hereby.

C. On the date hereof, Cheetah and New Cheetah entered into an Agreement and Plan of Mergers (the “Merger Agreement”) with Time Warner Cable Inc., a Delaware corporation (“TWC”), pursuant to which, following a series of transactions, New Cheetah will become the new publicly traded parent company of Cheetah and TWC.

D. Pursuant to the Amendment, the parties to the Contribution Agreement have reaffirmed their obligations to each other to complete the transactions contemplated thereby, on the terms and conditions set forth therein

E. On the date hereof, the parties desire to amend and restate the March 2015 Stockholders Agreement as set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. The following terms shall have the meanings ascribed to them below:

13D Group” means any group of Persons (other than a group comprised solely of Liberty Parties or solely of A/N Parties) who, with respect to those acquiring, holding, voting or disposing of Company Common Stock or Company Class B Common Stock would, assuming ownership of the requisite percentage thereof, be required under Section 13(d) of the Exchange Act to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act.

Affiliate” of a Person has the meaning set forth in Rule 12b-2 under the Exchange Act, and “Affiliated” shall have a correlative meaning. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person,

 

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