WAIVER AND AMENDMENT
Exhibit
10.2
WAIVER
AND AMENDMENT
WAIVER
AND AMENDMENT, dated as of January 26, 2006 (this "Amendment"),
to
(a) the Senior Bridge Loan Agreement, dated as of October 17, 2005 (the
"Loan
Agreement"),
by
and among CCO HOLDINGS, LLC, a Delaware limited liability company (the
"Borrower"),
CCO
HOLDINGS CAPITAL CORP., a Delaware corporation and a wholly-owned Subsidiary
of
the Borrower (the "Guarantor"
and,
together with the Borrower, the "Loan
Parties"),
the
several banks and other financial institutions or entities from time to
time
parties thereto (the "Lenders"),
JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, together
with any successor, the "Administrative
Agent"),
X.X.
XXXXXX SECURITIES INC. and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as joint
lead
arrangers and joint bookrunners, and DEUTSCHE BANK SECURITIES INC., as
documentation agent. Capitalized terms used but not defined herein shall
have
the meanings given to them in the Loan Agreement.
W
I T
N E S S E T H:
WHEREAS,
CCH II, LLC, a Delaware limited liability company and CCH II Capital Corp.,
a
Delaware corporation propose to issue at least $400.0 million of (i) senior
notes due 2013 (the
"2013 Notes"),
or
(ii) senior notes due 2010 (the "2010
Notes"
and,
together with the 2013 Notes, the "Notes");
WHEREAS,
CCH II will utilize the net proceeds received from the issuance of the
Notes to
make an intercompany loan to Charter Communications Operating, LLC
("CCO")
with
CCO utilizing 100% of such net proceeds to reduce revolving loans (but
not
revolving commitments) under the $6.5 billion Amended and Restated Credit
Agreement dated as of March 18, 1999, amended and restated as of April
27, 2004,
by and among CCO, as borrower, JPMorgan Chase Bank, N.A., as administrative
agent, and the other parties thereto.
WHEREAS,
the Loan Parties, the Lenders and the Administrative Agent have agreed
to waive
certain provisions of the Loan Agreement in accordance with Section 9.1
in order
to permit the transactions described in the foregoing paragraph.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Amendments
to Loan Agreement.
The
Loan Agreement is hereby amended as set forth below:
(a) Section
1.1 of the Loan Agreement is hereby amended by inserting therein the following
definitions in proper alphabetical order:
"CCH
II
Notes Transaction"
means
the issuance in January 2006 of at least $400.0 million of senior notes
due 2013
(or senior notes due 2010; collectively, the "CCH
II
Notes")
by CCH
II and CCH II Capital Corp. and the related application of 100% of the
net
proceeds thereof by CCO to reduce revolving loans (but not revolving
commitments) under the Credit Agreement, provided
that the
$400.0 million minimum (and the related net proceeds) shall be reduced
dollar
for dollar to the extent the outstanding principal amount of Charter Holdings’
8.250% Senior Notes Due 2007 is reduced as a result of private exchanges
for CCH
II Notes on or prior to the date of such issuance.
"CCO"
mean
Charter Communications Operating, LLC, a Delaware limited liability company,
and
any successor person thereto.
"CCO
Intercompany Loan"
means
an intercompany loan made to CCO by CCH II in connection with the CCH II
Notes
Transaction; provided
that (i)
the note evidencing such intercompany loan may be upstreamed to any Parent
and
(ii) such intercompany loan shall be (x) evidenced by a note in the form
of
Exhibit
J
and (y)
subject to the terms of an intercreditor agreement for the benefit of the
Lenders in the form of Exhibit
K.
(b) Section
6.9 of the Loan Agreement is hereby amended by:
(i)
adding a
new clause (11) at the end of the second paragraph thereof to read as
follows:
(11)
the
incurrence by CCO of the CCO Intercompany Loan; provided
that any
payment in respect thereof (including interest thereon) is used solely
to (i)
pay principal and/or interest on the Notes or (ii) make (or fund) a payment
described in clause (9) of the second paragraph of Section 6.6.
(ii) replacing
the phrase "in clauses (1) through (10) above" in the third paragraph thereof
with the phrase "in clauses (1) through (11) above".
(c) The
Loan
Agreement is hereby amended by adding thereto (i) a new Exhibit J titled
"Form
of Subordinated Note" in the form attached hereto as Exhibit A, and (ii)
a new
Exhibit K titled "Form of Agreement with Respect to Subordinated Notes"
in the
form attached hereto as Exhibit B.
2. Waiver
of Section 2.3(b) of the Loan Agreement.
The
requirement set forth in Section 2.3(b) of the Loan Agreement that the
Total
Commitments be reduced by 100% of the proceeds from the issuance of the
Notes is
hereby waived and the Total Commitments shall be reduced by 100% of the
gross
proceeds from the issuance of the Notes in excess of $275.0 million. It
is
further acknowledged that to the extent the net proceeds of the issuance
of the
Notes are used to fund the CCO Intercompany Loan and such CCO Intercompany
Loan
is distributed to Charter Holdings, such portion of the issuance shall
not
constitute an additional Specified Offering pursuant to clause 1(c) of
the
definition thereof.
3. Consent.
The
Required Lenders hereby consent to the execution and delivery of this Amendment
by the Administrative Agent and the Loan Parties.
4. Effectiveness.
This
Amendment will become effective as of the date first set forth above upon
the
Administrative Agent having received counterparts of this Amendment duly
executed and delivered by the Loan Parties and the Required Lenders;
provided
that
this Amendment shall automatically terminate and be of no effect if the
CCH II
Notes Transaction (as defined in Section 1(a) hereof) shall not have occurred
on
or before January 31, 2006.
5. Continuing
Effect.
Except
as expressly amended and modified hereby, the Loan Agreement shall continue
to
be and shall remain in full force and effect in accordance with its
terms.
6. Representations
and Warranties.
On and
as of the date hereof after giving effect to this Amendment, the Borrower
hereby
represents and warrants to the Lenders that each of its representations
and
warranties contained in Section 4 of the Loan Agreement or in any certificate,
document or financial or other statement furnished at any time under, or
in
connection therewith, are true and correct in all material respects on
and as of
such date as if made on and as of such date, except to the
-2-
extent
that such representations and warranties specifically relate to an earlier
date,
in which case such representations and warranties shall be true and correct
in
all material respects as of such earlier date.
7. GOVERNING
LAW.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
8. Counterparts.
This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed
to
constitute one and the same instrument.
9. Expenses.
The
Loan Parties jointly and severally agree to pay or reimburse the Administrative
Agent for all of its out-of-pocket costs and reasonable expenses incurred
in
connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
-3-
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective proper and duly authorized officers
as of the day and year first above written.
CCO
HOLDINGS, LLC, as Borrower
By: /s/
Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title:
Senior Vice-President
CCO
HOLDINGS CAPITAL CORP., as Guarantor
By: /s/
Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title:
Senior Vice-President
JPMORGAN
CHASE BANK, N.A., as Administrative Agent and Lender
By: /s/
Xxxxxx Xxxxx Xxxxx
Name: Xxxxxx
Xxxxx Xxxxx
Title:
Vice President
CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as Lender
By: /s/
Xxxxxx Xxxxx
Name: Xxxxxx
Xxxxx
Title:
Managing Director
By: /s/
Xxxx Xxxxxxxxxxx
Name: Xxxx
Xxxxxxxxxxx
Title:
Vice
President
-4-
DEUTSCHE
BANK AG CAYMAN ISLANDS BRANCH, as Lender
By: /s/
Xxxxx Xxxxxx
Name: Xxxxx
Xxxxxx
Title:
Managing
Director
By: /s/ Xxxxxxx
Xxxxx
Name: Xxxxxxx
Xxxxx
Title:
Director
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EXHIBIT
A
to Waiver and Amendment to Senior Bridge Loan Agreement
January
[
], 2006
EXHIBIT
J
FORM
OF SUBORDINATED NOTE
EXHIBIT
B
to Waiver and Amendment to Senior Bridge Loan Agreement
January
[
], 2006
EXHIBIT
K
FORM
OF AGREEMENT WITH RESPECT TO SUBORDINATED NOTES
