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425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015
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EX-10.2

Exhibit 10.2

EXECUTION VERSION

ESCROW AGREEMENT

ESCROW AGREEMENT (this “Agreement”), dated as of November 20, 2015, among U.S. Bank National Association, as escrow agent (in such capacity, the “Escrow Agent”), The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), and CCOH Safari, LLC, a Delaware limited liability company (the “Escrow Issuer”). Unless otherwise specified, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

R E C I T A L S

WHEREAS, this Agreement is being entered into in connection with the Indenture, dated as of the date hereof (the “Base Indenture”), among CCO Holdings, LLC (“CCO Holdings”), CCO Holdings Capital Corp. (together with CCO Holdings, the “Issuers”), the Escrow Issuer and the Trustee and the first supplemental indenture thereto, dated as of the date hereof (together with the Base Indenture, the “Indenture”), between the Escrow Issuer and the Trustee;

WHEREAS, pursuant to the terms of the Indenture, the Escrow Issuer is liable for all obligations with respect to the Notes (as defined below), in an aggregate principal amount of $2.5 billion;

WHEREAS, an aggregate amount of $2,533,940,972.22 (the “Initial Escrow Deposit”) will be deposited into the Escrow Account (as defined below) on the date hereof;

WHEREAS, as security for its obligations under the Indenture, the Escrow Issuer hereby grants to the Trustee, for the sole and exclusive benefit of the Holders, a first priority security interest in and lien on the Collateral (as defined below); and

WHEREAS, the parties have entered into this Agreement in order to set forth the conditions upon which, and the manner in which, funds will be held in and disbursed from the Escrow Account and released from the security interest and lien described above.

A G R E E M E N T

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. In addition to any other defined terms used herein, the following terms shall constitute defined terms for purposes of this Agreement and shall have the meanings set forth below:

Additional Deposit Amount” means the First Additional Deposit Amount or the Second Additional Deposit Amount.

Additional Deposit Date” means the First Additional Deposit Date or the Second Additional Deposit Date.

Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

Collateral” has the meaning set forth in Section 6(a).