RESTATEMENT AGREEMENT, dated as of May 18, 2016 (this “Restatement Agreement”), to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on April 11, 2012 (as amended by Amendment No. 1, dated as of March...Credit Agreement • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 18, 1999, as amended and restated as of May 18, 2016, among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the “Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with any successor, the “Administrative Agent”).
TIME WARNER CABLE ENTERPRISES LLC, TWC NEWCO LLC, as Guarantor, TW NY CABLE HOLDING INC., as Guarantor, TIME WARNER CABLE INTERNET HOLDINGS II LLC, as Guarantor, the guarantors named on Schedule I hereto and THE BANK OF NEW YORK MELLON, as Trustee...Thirteenth Supplemental Indenture • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
THIRTEENTH SUPPLEMENTAL INDENTURE dated as of May 18, 2016 among TIME WARNER CABLE ENTERPRISES LLC, a Delaware limited liability company (“TWCE”), TWC NEWCO LLC, a corporation duly organized and existing under the laws of the State of Delaware (“NewCo”), TIME WARNER CABLE INC., a corporation duly organized and existing under the laws of the State of Delaware (“TWC”), TW NY CABLE HOLDING INC., a corporation duly organized and existing under the laws of the State of Delaware (“TW NY”), TIME WARNER CABLE INTERNET HOLDINGS II LLC, a Delaware limited liability company (“TWCIH II”), the guarantors named on Schedule I hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a banking corporation duly organized and existing under the laws of New York, as Trustee (the “Trustee”).
TIME WARNER CABLE INC., TWC NEWCO LLC and THE BANK OF NEW YORK MELLON, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 18, 2016 Supplemental to Indenture Dated as of April 9, 2007Third Supplemental Indenture • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
THIS THIRD SUPPLEMENTAL INDENTURE between TIME WARNER CABLE INC., a Delaware corporation (the “Company”), TWC NEWCO LLC, a Delaware limited liability company (“NewCo”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”), is made and entered into as of May 18, 2016.
COLLATERAL AGREEMENT made by CHARTER COMMUNICATIONS OPERATING, LLC, CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. and the other Grantors party hereto from time to time in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent...Collateral Agreement • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
WHEREAS, CCO Safari issued 3.579% Senior Secured Notes due 2020, 4.464% Senior Secured Notes due 2022, 4.908% Senior Secured Notes due 2025, 6.384% Senior Secured Notes due 2035, 6.484% Senior Secured Notes due 2045 and 6.834% Senior Secured Notes due 2055 (collectively and together with any Additional Notes (as defined in the Indenture), the “Notes”) pursuant to the First Supplemental Indenture, dated as of July 23, 2015, by and among CCO Safari, CCH II, LLC, as limited guarantor thereto, the Trustee and the Collateral Agent;
FIRST LIEN INTERCREDITOR AGREEMENT Among CHARTER COMMUNICATIONS OPERATING, LLC, the other Grantors party hereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties THE BANK OF NEW YORK MELLON TRUST...First Lien Intercreditor Agreement • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 18, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), Charter Communications Operating, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors (as defined below) party hereto, Bank of America, N.A., as administrative agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”) and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
TWC NEWCO LLC, TW NY CABLE HOLDING INC., as Guarantor, TIME WARNER CABLE ENTERPRISES LLC, as Guarantor, TIME WARNER CABLE INTERNET HOLDINGS II LLC, as Guarantor, the guarantors named on Schedule I hereto and THE BANK OF NEW YORK MELLON, as Trustee...Fourth Supplemental Indenture • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
THIS FOURTH SUPPLEMENTAL INDENTURE among TWC NEWCO LLC, a Delaware limited liability company (the “Company”), TW NY CABLE HOLDING INC., a Delaware corporation (“TW NY”), TIME WARNER CABLE ENTERPRISES LLC, a Delaware limited liability company (“TWCE”) TIME WARNER CABLE INTERNET HOLDINGS II LLC, a Delaware limited liability company (“TWCIH II”), the guarantors named on Schedule I hereto (the “New Guarantors”), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”), is made and entered into as of May 18, 2016.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT Dated: May 18, 2016Joinder Agreement to Registration Rights Agreement • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
Reference is hereby made to the Exchange and Registration Rights Agreement, dated as of November 20, 2015 (the “Registration Rights Agreement”), by and between CCOH Safari, LLC, a Delaware limited liability company (the “Escrow Issuer”), and the Representatives. Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT Dated as of May 18, 2016Joinder Agreement to Registration Rights Agreement • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
CHARTER COMMUNICATIONS OPERATING, LLC, CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., CCO SAFARI II, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral Agent SECOND SUPPLEMENTAL INDENTURE dated as of May 18, 2016...Second Supplemental Indenture • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
THIS SECOND SUPPLEMENTAL INDENTURE by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (“CCO”), CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., a Delaware corporation (“Capital Corp”), CCO SAFARI II, LLC, a Delaware limited liability company (the “Escrow Issuer”, and together with CCO and Capital Corp, the “Issuers”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), is made and entered into as of May 18, 2016.
ContractEscrow Assumption Agreement • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services
ESCROW ASSUMPTION AGREEMENT, dated as of May 18, 2016 (this “Agreement”). Reference is made to (i) the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on April 11, 2012 (as amended by Amendment No. 1, dated as of March 22, 2013, Amendment No. 2, dated as of April 22, 2013, the Term F Loan Incremental Activation Notice, Amendment No. 3, dated as of June 27, 2013, the Term E Loan Incremental Activation Notice, the Term G Loan Incremental Activation Notice, Amendment No. 4, dated as of September 12, 2014, the Term H/I Loan Incremental Activation Notice, Amendment No. 5, dated as of August 24, 2015 and as the same may have been further amended, restated, modified and supplemented from time to time prior to the date hereof, the “Original Credit Agreement”) by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company, the LENDERS party thereto and BANK
CCO HOLDINGS, LLC, CCO HOLDINGS CAPITAL CORP., CCOH SAFARI, LLC and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE dated as of May 18, 2016 Supplemental to Indenture dated as of November 20, 2015Second Supplemental Indenture • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
THIS SECOND SUPPLEMENTAL INDENTURE by and among CCO HOLDINGS, LLC, a Delaware limited liability company (“CCO Holdings”), CCO HOLDINGS CAPITAL CORP., a Delaware corporation (“Capital Corp”), CCOH SAFARI, LLC, a Delaware limited liability company (the “Escrow Issuer” and, together with CCO Holdings and Capital Corp, the “Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”), is made and entered into as of May 18, 2016.
INCREMENTAL ACTIVATION NOTICEIncremental Activation Notice • May 24th, 2016 • Cco Holdings LLC • Cable & other pay television services • New York
This notice is an Incremental Activation Notice referred to in Sections 2.1(g) and (i) of the Credit Agreement. Effective as of the Incremental Facilities Effective Date (as defined below), the Borrower, the Administrative Agent, each of the Lenders signatory hereto and each Issuing Lender each hereby agree as follows:
