0001193125-17-031457 Sample Contracts

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • February 6th, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital” and, 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 5.125% Senior Notes due 2027 (the “Notes”) on February 6, 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:

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CCO HOLDINGS, LLC and CCO HOLDINGS CAPITAL CORP. as Issuers, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 6, 2017 5.125% Senior Notes due 2027
Third Supplemental Indenture • February 6th, 2017 • Cco Holdings LLC • Cable & other pay television services

THIRD SUPPLEMENTAL INDENTURE dated as of February 6, 2017 (the “Supplemental Indenture”) among CCO Holdings, LLC, a Delaware limited liability company (the “Company” or “CCO Holdings”), CCO Holdings Capital Corp., a Delaware corporation (“Capital Corp” and, together with CCO Holdings, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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