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425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015
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EX-10.1

Exhibit 10.1

EXECUTION VERSION

CCOH SAFARI, LLC

5.750% SENIOR NOTES DUE 2026

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

November 20, 2015

Credit Suisse Securities (USA) LLC

Goldman, Sachs & Co.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

UBS Securities LLC

Deutsche Bank Securities Inc.

As representatives (“Representatives”) of the Purchasers

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Ladies and Gentlemen:

CCOH Safari, LLC, a Delaware limited liability company (the “Escrow Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,500,000,000 principal amount of 5.750% Senior Notes due 2026 (the “Notes”) on November 20, 2015.

If the Escrow Release Date (as defined herein) occurs, and the assumption of the obligations under the Indenture (as defined herein) by the Issuers (as defined herein) has been consummated, concurrently with the Escrow Release Date the Company and CCOH Capital (each as defined herein) will execute and deliver a Joinder Agreement hereto substantially in the form attached as Annex A hereto (the “Joinder Agreement”) and shall thereby become parties to this Agreement.

In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

SECTION 1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

Agreement” shall mean this Exchange and Registration Rights Agreement.

Base Indenture” shall mean the Indenture dated as of November 20, 2015 among the Escrow Issuer, the Company, CCOH Capital and the Trustee.