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;

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(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

 

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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]

 

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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.

 

[Amendment No. 1 to Charter Communications Credit Agreement]

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[Amendment No. 1 to Charter Communications Credit Agreement]

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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).

 

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

 

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

 

[Amendment No. 1 to Charter Communications Credit Agreement]

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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

 

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

 

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

 

  

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

  

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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

 

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

 

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

 

 

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]

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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