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