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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 10/20/2017|
CCO HOLDINGS, LLC
CCO HOLDINGS CAPITAL CORP.
5.000% SENIOR NOTES DUE 2028
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
October 17, 2017
Merrill Lynch, Pierce, Fenner & Smith
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
UBS Securities LLC
Wells Fargo 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:
CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, 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 5.000% Senior Notes due 2028 (the Notes) on October 17, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers 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:
Agreement shall mean this Exchange and Registration Rights Agreement.
Base Indenture shall mean the Indenture dated as of November 20, 2015 among the Issuers and the Trustee.
Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.
broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act.