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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 07/12/2017|
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
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.