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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016
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EXHIBIT A

[FORM OF]

EXCHANGE NOTICE

Charter Communications Holdings, LLC

[●]

Attention: General Counsel

Reference is hereby made to the Exchange Agreement, dated as of May 18, 2016 (as amended from time to time in accordance with its terms, the “Exchange Agreement”), among Charter Communications, Inc., Charter Communications Holdings, LLC, A/N, CCH II, LLC and such other holders of Class B Common Units (as defined therein) from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Exchange Agreement.

Effective as of the Date of Exchange, but subject to the undersigned’s right to withdraw this Exchange Notice as set forth below, the undersigned Class B Unitholder hereby transfers to Charter Holdings the number of Class B Common Units set forth below in Exchange for a Cash Exchange Payment to the account set forth below or, at the option of the Manager, for shares of Class A Common Stock to be issued in its name as set forth below, as set forth in the Exchange Agreement. The undersigned hereby acknowledges that if the Class B Common Units to be exchanged hereby represent in the aggregate 2% or less of all outstanding Common Units, this Exchange Notice is revocable (without the consent of Charter Holdings) only by a written notice of revocation delivered to Charter Holdings at least two Business Days prior to the Date of Exchange; provided that this Exchange Notice shall not be revocable if Charter Holdings notifies the undersigned in writing that it will deliver a Cash Exchange Payment in respect of the Class B Common Units that are subject to this Exchange Notice.

Legal Name of Class B Unitholder:

Address:

Number of Class B Common Units to be Exchanged:

Date of Exchange:

The undersigned hereby represents and warrants that (i) the undersigned has requisite corporate or other entity power and authority to execute and deliver this Exchange Notice and to perform the undersigned’s obligations hereunder; (ii) this Exchange Notice has been duly executed and delivered by the undersigned and is the legal, valid and binding obligation of the undersigned enforceable against it in accordance with the terms thereof or hereof, as the case may be, subject to applicable bankruptcy, insolvency and similar laws now or hereafter in effect affecting creditors’ rights generally and the availability of equitable remedies; (iii) the undersigned has good and marketable title to its Class B Common Units that are subject to this Exchange Notice, and such Class B Common Units are being transferred to Charter Holdings free and clear of any pledge, lien, security interest, right of first refusal or other encumbrance; and (iv) no consent, approval, authorization, order, registration or qualification of, or any notice to or filing with, any third party or any court or governmental agency or body having jurisdiction over the undersigned or the Class B Common Units subject to this Exchange Notice is required to be obtained or made by the undersigned for the transfer of such Class B Common Units.

 

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