EX-10.1 2 d320993dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT NO. 1, dated as of December 23, 2016 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on May 18, 2016 (the “Credit Agreement”), by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS party thereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement as amended by this Amendment.

WHEREAS, the Borrower wishes to replace all Existing Revolving Commitments, Term A Loans, Term H Loans and Term I Loans with new Revolving Commitments, Term A-1 Loans, Term H-1 Loans and Term I-1 Loans respectively and to make certain other amendments to the Credit Agreement;

WHEREAS, the Required Lenders have agreed to the amendments contemplated above;

WHEREAS, each Lender listed on Schedule I hereto has agreed to provide a Revolving Commitment and/or Term A-1 Commitment in the amount(s) set forth opposite such Lender’s name and Bank of America, N.A. (in such capacity, the “Additional Term H-1/I-1 Lender”) has agreed to provide the Additional Term H-1 Commitment and the Additional Term I-1 Commitment; and

WHEREAS, each Lender with outstanding Term H Loans and/or Term I Loans that has executed a signature page to this Amendment has, to the extent set forth on such signature page, agreed to convert up to all of such Term H Loans to Term H-1 Loans and/or all of such Term I Loans to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender prior to the Amendment No. 1 Effective Date);

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Borrower, Holdings, the Lenders party hereto, the Issuing Lenders and the Administrative Agent hereby agree as follows:

SECTION 1. Amendment of the Credit Agreement and Exhibits. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. Additionally, the Exhibits attached to Exhibit A shall be the Exhibits to the Credit Agreement.

SECTION 2. Effectiveness. This Amendment shall become effective on the date (such date and time of effectiveness, the “Amendment No. 1 Effective Date”) that each of the conditions precedent set forth below shall have been satisfied:

(a) The Administrative Agent shall have received executed counterparts hereof from each of the Loan Parties, Lenders constituting the Required Lenders, the Issuing Lenders, each Lender listed on Schedule 1 hereto and the Additional Term H-1/I-1 Lender;

(b) On the Amendment No. 1 Effective Date, the Administrative Agent shall have received the legal opinion of Kirkland & Ellis LLP, counsel to the Loan Parties, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received a completed Notice of Borrowing for the Term A-1 Loans, Term H-1 Loans and Term I-1 Loans and a notice of prepayment of the Term A Loans, Term H Loans (other than Converted Term H Loans) and Term I Loans (other than Converted Term I Loans);

(d) The Administrative Agent shall have received from the chief financial officer of the Borrower a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment and the payment of all fees and expenses in connection therewith, are Solvent;

(e) The Administrative Agent shall have received (for the account of the Lenders holding such Converted Term H Loans, Converted Term I Loans and Commitments) from the Borrower upfront fees equal to (i) 0.125% of the aggregate principal amount of the Converted Term H Loans and Additional Term H-1 Commitment and (ii) 0.125% of the aggregate principal amount of the Converted Term I Loans and Additional Term I-1 Commitment; and

(f) The Borrower shall have paid, or concurrently herewith shall pay to the Administrative Agent for the benefit of the applicable Agents, to the extent invoiced, the reasonable documented out-of-pocket expenses of such Agents in connection with this Agreement.

SECTION 3. Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment, and both before and after giving effect to the transactions contemplated by this Amendment:

(a) no Default or Event of Default has occurred and is continuing; and

(b) each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, in all material respects as of such specific date) and in each case without duplication of any materiality qualifier therein.

SECTION 4. Reference to and Effect on the Loan Documents. On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The execution, delivery

 

-2-

and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each of the Loan Parties hereby consents to the Amendment and reaffirms its obligations under the Loan Documents to which it is party after giving effect to the Amendment. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document.

SECTION 5. Applicable Law; Waiver of Jury Trial.

(A) THIS AMENDMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM HEREIN.

SECTION 6. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of an original executed counterpart hereof.

[Signature pages to follow]

 

-3-

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

 

CHARTER COMMUNICATIONS OPERATING, LLC, as Borrower
By:  

/s/ Thomas M. Degnan

  Name:   Thomas M. Degnan
  Title:   Senior Vice President - Finance and Corporate Treasurer
CCO HOLDINGS, LLC, as Holdings
By:  

/s/ Thomas M. Degnan

  Name:   Thomas M. Degnan
  Title:   Senior Vice President - Finance and Corporate Treasurer
THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO
By:  

/s/ Thomas M. Degnan

 

Name:

   Thomas M. Degnan
  Title:   Senior Vice President - Finance and Corporate Treasurer

[Amendment No. 1 to Charter Communications Credit Agreement]

BANK OF AMERICA, N.A, as Administrative Agent and an Issuing Lender

By:

  

/s/ Don B. Pinzon

 

Name: Don B. Pinzon

 

Title: Vice President

BANK OF AMERICA, N.A, as a Lender

By:

  

/s/ Eric Ridgway

 

Name: Eric Ridgway

 

Title: Director

JPMORGAN CHASE BANK, N.A, as an Issuing Lender and a Lender

By:

  

/s/ Tina Ruyter

 

Name: Tina Ruyter

 

Title: Executive Director

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned, hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

BANCO DE SABADELL, S.A., MIAMI BRANCH

By:  

/s/ Maurici Lladó

Name:   Maurici Lladó
Title:   Executive Director,
  Corporate Banking America & Asia

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

THE BANK OF NOVA SCOTIA
By:  

/s/ Laura Gimena

Name:   Laura Gimena
Title:   Director

  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:  

/s/ Matthew Hillman

Name:   Matthew Hillman
Title:   Vice President
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Citibank, N.A.
By:  

/s/ Elizabeth Minnella Gonzalez

Name:   Elizabeth Minnella Gonzalez
Title:   Managing Director and Vice President

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

COLUMBIA STATE BANK
By:  

/s/ Thomas G. Gunder

Name:   Thomas G. Gunder
Title:   SVP
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Credit Agricole Corporate and Investment Bank
By:  

/s/ Tanya Crossley

  Tanya Crossley
  Managing Director
By:  

/s/ Kestrina Budina

  Kestrina Budina
  Director

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Credit Suisse AG, Cayman Islands Branch
By:  

/s/ Judy Smith

Name:   Judy Smith
Title:   Authorized Signatory
By:  

/s/ D. Andrew Maletta

Name:   D. Andrew Maletta
Title:   Authorized Signatory

  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Deutsche Bank AG New York Branch
By:  

/s/ Anca Trifan

Name:   Anca Trifan
Title:   Managing Director
If a second signature is necessary:
By:  

/s/ Marcus Tarkington

Name:   Marcus Tarkington
Title:   Director

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Goldman Sachs Bank USA
By:  

/s/ Ushma Dedhiya

Name:   Ushma Dedhiya
Title:   Authorized Signatory
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

J.P. MORGAN CHASE BANK, N.A.
By:  

/s/ Tina Ruyter

Name:   Tina Ruyter
Title:   Executive Director
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Mizuho Bank, Ltd.
By:  

/s/ Daniel Guevara

Name:   Daniel Guevara
Title:   Authorized Signatory

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

MORGAN STANLEY BANK N.A.
By:  

/s/ Alice Lee

Name:   Alice Lee
Title:   Authorized Signatory

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Park Sterling Bank
By:  

/s/ Randy Royther

Name:   Randy Royther
Title:   Managing Director / Capital Markets
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

ROYAL BANK OF CANADA
By:  

/s/ D. W. Scott Johnson

Name:   D. W. Scott Johnson
Title:   Authorized Signatory

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Sumitomo Mitsui Banking Corp.
By:  

/s/ David W. Kee

Name:   David W. Kee
Title:   Managing Director

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

SUNTRUST BANK
By:  

/s/ Marshall T. Mangum, III

Name:   Marshall T. Mangum, III
Title:   Director

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Toronto Dominion (TEXAS) LLC
By:  

/s/ Annie Dorval

Name:   Annie Dorval
Title:   Authorized Signatory
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

UBS AG, STAMFORD BRANCH,
By:  

/s/ Darlene Arias

Name:   Darlene Arias
Title:   Director
By:  

/s/ Houssem Daly

Name:   Houssem Daly
Title:   Associate Director

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

US Bank, NA
By:  

/s/ Seth Caudill

Name:   Seth Caudill
Title:   Vice President
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Lender Signature Page to Amendment No. 1

The undersigned hereby consents to Amendment No. 1 and, to the extent set forth below, hereby agrees to have up to all of its Term H Loans converted to Term H-1 Loans and/or up to all of its Term I Loans converted to Term I-1 Loans (or, in each case, such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective Date).1

 

  ☐ Term H Loans. Check box to the left to request conversion of the undersigned’s Term H Loans to Term H-1 Loans

 

  ☐ Term I Loans. Check box to the left to request conversion of the undersigned’s Term I Loans to Term I-1 Loans

 

Wells Fargo Bank N.A.
By:  

/s/ Kieran Mahon

Name:   Kieran Mahon
Title:   Director

 

1  Any Lender with an Existing Revolving Commitment or Term Loans of any Class that wishes to consent to Amendment No. 1 should execute this signature page. However, only Lenders wishing to convert Term H Loans to Term H-1 Loans and/or Term I Loans to Term I-1 Loans need to indicate their election to request such conversion above.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

Schedule A

Subsidiary Guarantors

 

  1. AdCast North Carolina Cable Advertising, LLC

 

  2. Alabanza LLC

 

  3. America’s Job Exchange LLC

 

  4. American Cable Entertainment Company, LLC

 

  5. Athens Cablevision, LLC

 

  6. BHN Home Security Services, LLC

 

  7. BHN Spectrum Investments, LLC

 

  8. Bresnan Broadband Holdings, LLC

 

  9. Bresnan Broadband of Colorado, LLC

 

  10. Bresnan Broadband of Montana, LLC

 

  11. Bresnan Broadband of Utah, LLC

 

  12. Bresnan Broadband of Wyoming, LLC

 

  13. Bresnan Communications, LLC

 

  14. Bresnan Digital Services, LLC

 

  15. Bresnan Microwave of Montana, LLC

 

  16. Bright House Networks Information Services (Alabama), LLC

 

  17. Bright House Networks Information Services (California), LLC

 

  18. Bright House Networks Information Services (Florida), LLC

 

  19. Bright House Networks Information Services (Indiana), LLC

 

  20. Bright House Networks Information Services (Michigan), LLC

 

  21. Bright House Networks, LLC

 

  22. Cable Equities Colorado, LLC

 

  23. Cable Equities of Colorado Management LLC

 

  24. CC 10, LLC

 

  25. CC Fiberlink, LLC

 

  26. CC Michigan, LLC

 

  27. CC Systems, LLC

 

  28. CC V Holdings, LLC

 

  29. CC VI Fiberlink, LLC

 

  30. CC VI Operating Company, LLC

 

  31. CC VII Fiberlink, LLC

 

  32. CC VIII Fiberlink, LLC

 

  33. CC VIII Holdings, LLC

 

  34. CC VIII Operating, LLC

 

  35. CC VIII, LLC

 

  36. CCO Fiberlink, LLC

 

  37. CCO Holdco Transfers VII, LLC

 

  38. CCO LP, LLC

 

  39. CCO NR Holdings, LLC

 

  40. CCO Purchasing, LLC

 

  41. CCO SoCal I, LLC

 

  42. CCO SoCal II, LLC

 

  43. CCO SoCal Vehicles, LLC

 

  44. CCO Transfers, LLC

  45. Charter Advanced Services (AL), LLC

 

  46. Charter Advanced Services (CA), LLC

 

  47. Charter Advanced Services (CO), LLC

 

  48. Charter Advanced Services (CT), LLC

 

  49. Charter Advanced Services (GA), LLC

 

  50. Charter Advanced Services (IL), LLC

 

  51. Charter Advanced Services (IN), LLC

 

  52. Charter Advanced Services (KY), LLC

 

  53. Charter Advanced Services (LA), LLC

 

  54. Charter Advanced Services (MA), LLC

 

  55. Charter Advanced Services (MD), LLC

 

  56. Charter Advanced Services (MI), LLC

 

  57. Charter Advanced Services (MN), LLC

 

  58. Charter Advanced Services (MO), LLC

 

  59. Charter Advanced Services (MS), LLC

 

  60. Charter Advanced Services (MT), LLC

 

  61. Charter Advanced Services (NC), LLC

 

  62. Charter Advanced Services (NE), LLC

 

  63. Charter Advanced Services (NH), LLC

 

  64. Charter Advanced Services (NV), LLC

 

  65. Charter Advanced Services (NY), LLC

 

  66. Charter Advanced Services (OH), LLC

 

  67. Charter Advanced Services (OR), LLC

 

  68. Charter Advanced Services (PA), LLC

 

  69. Charter Advanced Services (SC), LLC

 

  70. Charter Advanced Services (TN), LLC

 

  71. Charter Advanced Services (TX), LLC

 

  72. Charter Advanced Services (UT), LLC

 

  73. Charter Advanced Services (VA), LLC

 

  74. Charter Advanced Services (VT), LLC

 

  75. Charter Advanced Services (WA), LLC

 

  76. Charter Advanced Services (WI), LLC

 

  77. Charter Advanced Services (WV), LLC

 

  78. Charter Advanced Services (WY), LLC

 

  79. Charter Advanced Services VIII (MI), LLC

 

  80. Charter Advanced Services VIII (MN), LLC

 

  81. Charter Advanced Services VIII (WI), LLC

 

  82. Charter Advertising of Saint Louis, LLC

 

  83. Charter Cable Operating Company, LLC

 

  84. Charter Cable Partners, LLC

 

  85. Charter Communications Entertainment I, LLC

 

  86. Charter Communications Entertainment II, LLC

 

  87. Charter Communications Entertainment, LLC

 

  88. Charter Communications of California, LLC

 

  89. Charter Communications Operating Capital Corp.

 

  90. Charter Communications Properties LLC

  91. Charter Communications Ventures, LLC

 

  92. Charter Communications VI, L.L.C.

 

  93. Charter Communications VII, LLC

 

  94. Charter Communications, LLC

 

  95. Charter Distribution, LLC

 

  96. Charter Fiberlink – Alabama, LLC

 

  97. Charter Fiberlink – Georgia, LLC

 

  98. Charter Fiberlink – Illinois, LLC

 

  99. Charter Fiberlink – Maryland II, LLC

 

  100. Charter Fiberlink – Michigan, LLC

 

  101. Charter Fiberlink – Missouri, LLC

 

  102. Charter Fiberlink – Nebraska, LLC

 

  103. Charter Fiberlink – Pennsylvania, LLC

 

  104. Charter Fiberlink – Tennessee, LLC

 

  105. Charter Fiberlink AR-CCVII, LLC

 

  106. Charter Fiberlink CA-CCO, LLC

 

  107. Charter Fiberlink CC VIII, LLC

 

  108. Charter Fiberlink CCO, LLC

 

  109. Charter Fiberlink CT-CCO, LLC

 

  110. Charter Fiberlink LA-CCO, LLC

 

  111. Charter Fiberlink MA-CCO, LLC

 

  112. Charter Fiberlink MS-CCVI, LLC

 

  113. Charter Fiberlink NC-CCO, LLC

 

  114. Charter Fiberlink NH-CCO, LLC

 

  115. Charter Fiberlink NV-CCVII, LLC

 

  116. Charter Fiberlink NY-CCO, LLC

 

  117. Charter Fiberlink OH-CCO, LLC

 

  118. Charter Fiberlink OR-CCVII, LLC

 

  119. Charter Fiberlink SC-CCO, LLC

 

  120. Charter Fiberlink TX-CCO, LLC

 

  121. Charter Fiberlink VA-CCO, LLC

 

  122. Charter Fiberlink VT-CCO, LLC

 

  123. Charter Fiberlink WA-CCVII, LLC

 

  124. Charter Helicon, LLC

 

  125. Charter Home Security, LLC

 

  126. Charter Leasing Holding Company, LLC

 

  127. Charter Leasing of Wisconsin, LLC

 

  128. Charter RMG, LLC

 

  129. Charter Stores FCN, LLC

 

  130. Charter Video Electronics, LLC

 

  131. DukeNet Communications Holdings, LLC

 

  132. DukeNet Communications, LLC

 

  133. Falcon Cable Communications, LLC

 

  134. Falcon Cable Media, a California Limited Partnership

 

  135. Falcon Cable Systems Company II, L.P.

 

  136. Falcon Cablevision, a California Limited Partnership

 

  137. Falcon Community Cable, L.P.

  138. Falcon Community Ventures I Limited Partnership

 

  139. Falcon First Cable of the Southeast, LLC

 

  140. Falcon First, LLC

 

  141. Falcon Telecable, a California Limited Partnership

 

  142. Falcon Video Communications, L.P.

 

  143. Helicon Partners I, L.P.

 

  144. Hometown T.V., LLC

 

  145. HPI Acquisition Co. LLC

 

  146. ICI Holdings, LLC

 

  147. Insight Blocker LLC

 

  148. Insight Capital LLC

 

  149. Insight Communications Company, L.P.

 

  150. Insight Communications Midwest, LLC

 

  151. Insight Communications of Central Ohio, LLC

 

  152. Insight Communications of Kentucky, L.P.

 

  153. Insight Interactive, LLC

 

  154. Insight Kentucky Capital, LLC

 

  155. Insight Kentucky Partners I, L.P.

 

  156. Insight Kentucky Partners II, L.P.

 

  157. Insight Midwest Holdings, LLC

 

  158. Insight Midwest, L.P.

 

  159. Insight Phone of Indiana, LLC

 

  160. Insight Phone of Kentucky, LLC

 

  161. Insight Phone of Ohio, LLC

 

  162. Interactive Cable Services, LLC

 

  163. Interlink Communications Partners, LLC

 

  164. Intrepid Acquisition LLC

 

  165. Long Beach, LLC

 

  166. Marcus Cable Associates, L.L.C.

 

  167. Marcus Cable of Alabama, L.L.C.

 

  168. Marcus Cable, LLC

 

  169. Midwest Cable Communications, LLC

 

  170. NaviSite LLC

 

  171. New Wisconsin Procurement LLC

 

  172. Oceanic Time Warner Cable LLC

 

  173. Parity Assets LLC

 

  174. Peachtree Cable TV, L.P.

 

  175. Peachtree Cable TV, LLC

 

  176. Phone Transfers (AL), LLC

 

  177. Phone Transfers (CA), LLC

 

  178. Phone Transfers (GA), LLC

 

  179. Phone Transfers (NC), LLC

 

  180. Phone Transfers (TN), LLC

 

  181. Phone Transfers (VA), LLC

 

  182. Renaissance Media LLC

 

  183. Rifkin Acquisition Partners, LLC

 

  184. Robin Media Group, LLC

 

  185. Scottsboro TV Cable, LLC

  186. The Helicon Group, L.P.

 

  187. Time Warner Cable Business LLC

 

  188. Time Warner Cable Enterprises LLC

 

  189. Time Warner Cable Information Services (Alabama), LLC

 

  190. Time Warner Cable Information Services (Arizona), LLC

 

  191. Time Warner Cable Information Services (California), LLC

 

  192. Time Warner Cable Information Services (Colorado), LLC

 

  193. Time Warner Cable Information Services (Hawaii), LLC

 

  194. Time Warner Cable Information Services (Idaho), LLC

 

  195. Time Warner Cable Information Services (Illinois), LLC

 

  196. Time Warner Cable Information Services (Indiana), LLC

 

  197. Time Warner Cable Information Services (Kansas), LLC

 

  198. Time Warner Cable Information Services (Kentucky), LLC

 

  199. Time Warner Cable Information Services (Maine), LLC

 

  200. Time Warner Cable Information Services (Massachusetts), LLC

 

  201. Time Warner Cable Information Services (Michigan), LLC

 

  202. Time Warner Cable Information Services (Missouri), LLC

 

  203. Time Warner Cable Information Services (Nebraska), LLC

 

  204. Time Warner Cable Information Services (New Hampshire), LLC

 

  205. Time Warner Cable Information Services (New Jersey), LLC

 

  206. Time Warner Cable Information Services (New Mexico) LLC

 

  207. Time Warner Cable Information Services (New York), LLC

 

  208. Time Warner Cable Information Services (North Carolina), LLC

 

  209. Time Warner Cable Information Services (Ohio), LLC

 

  210. Time Warner Cable Information Services (Pennsylvania), LLC

 

  211. Time Warner Cable Information Services (South Carolina), LLC

 

  212. Time Warner Cable Information Services (Tennessee), LLC

 

  213. Time Warner Cable Information Services (Texas), LLC

 

  214. Time Warner Cable Information Services (Virginia), LLC

 

  215. Time Warner Cable Information Services (Washington), LLC

 

  216. Time Warner Cable Information Services (West Virginia), LLC

 

  217. Time Warner Cable Information Services (Wisconsin), LLC

 

  218. Time Warner Cable International LLC

 

  219. Time Warner Cable Internet Holdings III LLC

 

  220. Time Warner Cable Internet Holdings LLC

 

  221. Time Warner Cable Internet LLC

 

  222. Time Warner Cable Media LLC

 

  223. Time Warner Cable Midwest LLC

 

  224. Time Warner Cable New York City LLC

 

  225. Time Warner Cable Northeast LLC

 

  226. Time Warner Cable Pacific West LLC

 

  227. Time Warner Cable Services LLC

 

  228. Time Warner Cable Southeast LLC

 

  229. Time Warner Cable Sports LLC

 

  230. Time Warner Cable Texas LLC

 

  231. TWC Administration LLC

 

  232. TWC Communications, LLC

 

  233. TWC Digital Phone LLC

 

  234. TWC Media Blocker LLC

 

  235. TWC NewCo LLC

 

  236. TWC News and Local Programming Holdco LLC

  237. TWC News and Local Programming LLC

 

  238. TWC Regional Sports Network I LLC

 

  239. TWC Security LLC

 

  240. TWC SEE Holdco LLC

 

  241. TWC Wireless LLC

 

  242. TWC/Charter Dallas Cable Advertising, LLC

 

  243. TWC/Charter Green Bay Cable Advertising, LLC

 

  244. TWC/Charter Los Angeles Cable Advertising, LLC

 

  245. TWCIS Holdco LLC

 

  246. Vista Broadband Communications, LLC

 

  247. VOIP Transfers (AL), LLC

 

  248. VOIP Transfers (CA) LLC

 

  249. VOIP Transfers (GA), LLC

 

  250. VOIP Transfers (NC), LLC

 

  251. VOIP Transfers (TN), LLC

 

  252. VOIP Transfers (VA), LLC

 

  253. Wisconsin Procurement Holdco LLC