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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 12/30/2016
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Exhibit 10.1

AMENDMENT NO. 1, dated as of December 23, 2016 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on May 18, 2016 (the “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”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement as amended by this Amendment.

WHEREAS, the Borrower wishes to replace all Existing Revolving Commitments, Term A Loans, Term H Loans and Term I Loans with new Revolving Commitments, Term A-1 Loans, Term H-1 Loans and Term I-1 Loans respectively and to make certain other amendments to the Credit Agreement;

WHEREAS, the Required Lenders have agreed to the amendments contemplated above;

WHEREAS, each Lender listed on Schedule I hereto has agreed to provide a Revolving Commitment and/or Term A-1 Commitment in the amount(s) set forth opposite such Lender’s name and Bank of America, N.A. (in such capacity, the “Additional Term H-1/I-1 Lender”) has agreed to provide the Additional Term H-1 Commitment and the Additional Term I-1 Commitment; and

WHEREAS, each Lender with outstanding Term H Loans and/or Term I Loans that has executed a signature page to this Amendment has, to the extent set forth on such signature page, agreed to convert up to all of such Term H Loans to Term H-1 Loans and/or all of such Term I Loans to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender prior to the Amendment No. 1 Effective Date);

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

SECTION 1. Amendment of the Credit Agreement and Exhibits. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. Additionally, the Exhibits attached to Exhibit A shall be the Exhibits to the Credit Agreement.

SECTION 2. Effectiveness. This Amendment shall become effective on the date (such date and time of effectiveness, the “Amendment No. 1 Effective Date”) that each of the conditions precedent set forth below shall have been satisfied:

(a) The Administrative Agent shall have received executed counterparts hereof from each of the Loan Parties, Lenders constituting the Required Lenders, the Issuing Lenders, each Lender listed on Schedule 1 hereto and the Additional Term H-1/I-1 Lender;