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8-K |
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 07/12/2017 |
Entire Document |
Exhibit 10.1 CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. 3.750% SENIOR SECURED NOTES DUE 2028 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT July 6, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC Credit Suisse Securities (USA) LLC UBS Securities LLC Goldman Sachs & Co. LLC As representatives (Representatives) of the Purchasers c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gentlemen: Charter Communications Operating, LLC, a Delaware limited liability company (the CCO), and Charter Communications Operating Capital Corp. (together with CCO, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 3.750% Senior Secured Notes due 2028 (the Notes) on July 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantors (as defined herein) agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows: SECTION 1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: Additional Guarantors shall mean any subsidiary of the Issuers that executed a Joinder Agreement and guarantee supplemental indenture under the Indenture after the Closing Date. Agreement shall mean this Exchange and Registration Rights Agreement. Base Indenture shall mean the Indenture, dated as of July 23, 2015, among the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent. |