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8-K12B
CCO HOLDINGS LLC filed this Form 8-K12B on 05/24/2016
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EX-10.2

Exhibit 10.2

RESTATEMENT AGREEMENT, dated as of May 18, 2016 (this “Restatement Agreement”), to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on April 11, 2012 (as amended by Amendment No. 1, dated as of March 22, 2013, Amendment No. 2, dated as of April 22, 2013, the Term F Loan Incremental Activation Notice (as defined in Exhibit A), Amendment No. 3, dated as of June 27, 2013, the Term E Loan Incremental Activation Notice (as defined in Exhibit A), the Term G Loan Incremental Activation Notice (as defined in Exhibit A), Amendment No. 4, dated as of September 12, 2014, the Term H/I Loan Incremental Activation Notice (as defined in Exhibit A), Amendment No. 5, dated as of August 24, 2015 (“Amendment No. 5”), the Incremental Activation Notice, dated as of the date hereof, and as the same may have been further amended, restated, modified and supplemented from time to time prior to the date hereof, the “Original Credit Agreement”) by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS party thereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as of March 18, 1999 (as the same may have been further amended, restated, modified and supplemented from time to time prior to the date hereof, the “Original Guarantee and Collateral Agreement”), by and among the Borrower, Holdings, the other Loan Parties party thereto and the Administrative Agent.

WHEREAS, the Borrower has requested, and the Lenders party hereto, which constitute the Required Lenders, have agreed, upon the terms and subject to the conditions set forth herein, that each of (i) the Original Credit Agreement (as so amended and restated, the “Second Amended and Restated Credit Agreement”) and (ii) the Original Guarantee and Collateral Agreement (as so amended and restated, the “Amended and Restated Guarantee and Collateral Agreement”), be amended and restated as provided herein;

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Borrower, Holdings, the Lenders party hereto, and the Administrative Agent hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Second Amended and Restated Credit Agreement.

SECTION 2. Amendment and Restatement of the Original Credit Agreement and Exhibits. The Original Credit Agreement is, effective as of the Restatement Effective Date (as defined below), hereby amended and restated in the form attached as Exhibit A hereto. Additionally, the Exhibits to the Original Credit Agreement are amended and restated in the form attached hereto.

SECTION 3. Amendment and Restatement of the Original Guarantee and Collateral Agreement. The Original Guarantee and Collateral Agreement is, effective as of the Restatement Effective Date, hereby amended and restated in the form attached as Exhibit B hereto.

SECTION 4. Effectiveness. This Restatement Agreement shall become effective on the date (such date, the “Restatement Effective Date”) that the conditions precedent set forth in Section 5.1 of the Second Amended and Restated Credit Agreement shall have been satisfied.