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Term Sheet Provided By The Company To The Holders On June 27, 2016

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Title: Term Sheet provided by the Company to the Holders on June 27, 2016
Date: 6/28/2016
Industry: Broadcasting and Cable TV     Sector: Services

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Exhibit 99.2

Confidential Draft – Subject to Substantial Revision

Subject to Bankr. D. Del. L.R. 9019-5, FRE 408, TRE 408,

TCPRC 154.073, and Other Mediation and Settlement Privileges

Subject to First Amendments to Confidentiality Agreements, each Effective as of June 20, 2016

Term Sheet provided by the Company to the Holders on June 27, 2016




Term Loans






Amendments /

Participation Thresholds /

Specified Notes / Principal Property

Springing Lien


  ●    If holders of (i) a majority of each tranche of term loans/PGNs and (ii) [TBD]% of aggregate amount of outstanding Term Loans/PGNs (the “Minimum Participation Threshold”) consent to the terms of this term sheet, as well as (A) a 75 bps interest rate reduction (or equivalent principal reduction) and (B) 1 year maturity extension (together, the “Financial Amendments”), then the Company will (x) spring the Principal Property lien early and (y) cap repurchases/repayments of 2018 Notes and 2021 Notes (collectively, the “Specified Notes”), including at maturity, at $1.0bn 1 in aggregate 2



 ●     Same


  ●    If holders holding a majority of each tranche consent to the terms of this term sheet, but do not consent to the Financial Amendments, then no Financial Amendments will be made and (i) the Principal Property lien will not spring early, and (ii) the Company will cap repurchases/repayments of the Specified Notes, including at maturity, at $1.2bn 1 in aggregate





  ●    In either case above:





                 ●   Company retains ability to pay Specified Notes at maturity, in excess of applicable allowance referenced above, if Total Consolidated Net Leverage 3 is below 9.00x





                 ●   Company retains ability to pay scheduled interest





                 ●   Company retains ability to use unsecured debt to refinance debt at maturity






Sources of Funds

for Buybacks of

Specified Notes


  ●    Assets of Broader Media and CC Finco, which may be used to incur new borrowings



 ●     Same


                 ●   Participating secured holders to provide term sheet for such financing





  ●    (i) For a period of 12 months, no more than $300mm of cash from inside the restricted group, plus (ii) any cash held outside the restricted group in Broader Media and CC Finco





  ●    Proceeds from disposition basket (discussed below)






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