ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment No. 2 to the Amended and Restated Credit Agreement
On
The changes to the Existing Credit Agreement include, among other things, the conversion of all of the Term A-4 Loans (as defined in the Amended Credit Agreement) to Term A-5 Loans (as defined in the Amended Credit Agreement), the incurrence of additional amounts of Term A-5 Loans (as defined in the Amended Credit Agreement), the creation of a new tranche of Term A-6 Loans (as defined in the Amended Credit Agreement), the repayment of all Revolving Loans (as defined in the Amended Credit Agreement) outstanding immediately prior to the Closing Date, the termination of the Revolving Commitments (as defined in the Existing Credit Agreement) immediately prior to the Closing Date, the establishment of a new Class of "Revolving B Commitments", the changing of the interest rate benchmark of the Revolving Commitments from LIBOR to SOFR, extension of maturity of certain tranches of Loans (as defined in the Amended Credit Agreement) and certain other amendments to the Existing Credit Agreement.
A portion of the proceeds from Amendment No. 2 were used to repay all of the
Term A-2 Loans (as defined in the Amended Credit Agreement), the Term A-4 Loans
(as defined in the Amended Credit Agreement) and all Revolving Loans (as defined
in the Amended Credit Agreement) outstanding prior to the effective date of
Amendment No. 2. After giving effect to Amendment No. 2: (i) the aggregate
principal amount of Term A-5 Loans (as defined in the Amended Credit Agreement)
outstanding is
Amendment No. 2 also (i) removes mandatory prepayment requirements upon asset sales and property or casualty insurance recoveries, (ii) makes changes to the affirmative covenants, including changes to the financial reporting covenants and (iii) makes changes to the negative covenants, including removal of certain negative covenants in their entirety.
A copy of Amendment No. 2 is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of this document.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information under the heading "Amendment No. 2 to the Amended and Restated Credit Agreement" in Item 1.01 above is incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
On
The furnishing of the attached press release is not an admission as to the
materiality of any information therein. The information contained in the press
release is summary information that is intended to be considered in the context
of more complete information included in the Company's filings with the
The information in this Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the
Securities Act of 1933, as amended. The information contained in this Item 7.01
and in the press release attached as Exhibit 99.1 to this Current Report shall
not be incorporated by reference into any filing with the
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description 10.1 Amendment No. 2, dated as ofMay 26, 2022 , to (i) the Amended and Restated Credit Agreement, dated as ofMarch 18, 1999 , as amended and restated onApril 26, 2019 and as amended by Amendment No. 1 onOctober 24, 2019 , by and amongCharter Communications Operating, LLC ,CCO Holdings, LLC , certain subsidiaries ofCharter Communications Operating, LLC , the lenders party thereto andBank of America, N.A ., as administrative agent and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as ofMarch 18, 1999 , as amended and restated as ofMarch 6, 2007 , as amended and restated as ofMarch 31, 2010 , as amended and restated as ofMay 18, 2016 and as further amended as ofJanuary 24, 2019 , byCharter Communications Operating, LLC ,CCO Holdings, LLC , certain subsidiaries ofCharter Communications Operating, LLC and theBank of America, N.A ., as administrative agent. 99.1 Press release datedJune 2, 2022 , announcing the closing of Amendment No. 2. 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 2
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