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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016
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into and made effective as of May 25, 1999, as amended and restated thereafter, most recently by that certain Amended and Restated Limited Liability Company Agreement dated as of December 31, 2013 (as amended and restated, the “Original Agreement”);

WHEREAS, prior to the Contribution (as defined in the Contribution Agreement), in connection with the acquisition of certain assets and entities (including Time Warner Cable, Inc.), New Charter intends to cause certain assets (including the assets of Time Warner Cable, Inc. and assets of New Charter) to be acquired by or transferred to the Company, as outlined in more detail in the structure plan attached as Exhibit E to this Agreement;

WHEREAS, in connection with the Contribution (as defined in the Contribution Agreement) pursuant to the terms, and subject to the conditions of, the Contribution Agreement, the Company, the Charter Member and A/N desire to amend and restate the Original Agreement in its entirety as set forth herein; and

WHEREAS, the Company, New Charter, Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), and A/N have entered into the Stockholders Agreement and, coincident herewith, are entering into the Registration Rights Agreement and the Company, New Charter, the Charter Member and A/N are entering into the Exchange Agreement, and such agreements are integral and critical to the willingness of the Company, the Charter Member and A/N to enter into this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree that the Original Agreement is hereby amended and restated in its entirety as follows:


SECTION 1.1 Definitions.

The following terms shall have the following meanings for purposes of this Agreement:

A/N Contributed Property” has the meaning set forth in Section 7.4(d)(ii).

A/N Party” has the meaning set forth in the Stockholders Agreement.

Acquisition Loan” has the meaning set forth in Section 4.8(b)(i).

Act” has the meaning set forth in the recitals.

Adjusted Capital Account” means, with respect to any Member, such Member’s Capital Account after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or under applicable Law or is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b) Debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).