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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 09/21/2017
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EX-10.2

Exhibit 10.2

CHARTER COMMUNICATIONS OPERATING, LLC

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

5.375% SENIOR SECURED NOTES DUE 2047

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

September 18, 2017

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Citigroup Global Markets Inc.

Credit Suisse Securities (USA) LLC

Wells Fargo Securities, LLC

Deutsche Bank Securities Inc.

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

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

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) $750,000,000 aggregate principal amount of their 5.375% Senior Secured Notes due 2047 (the “Notes”) on September 18, 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.