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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 10/20/2017
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EX-10.2

Exhibit 10.2

CCO HOLDINGS, LLC

CCO HOLDINGS CAPITAL CORP.

4.000% SENIOR NOTES DUE 2023

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

October 17, 2017

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

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) $500,000,000 aggregate principal amount of their 4.000% Senior Notes due 2023 (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.