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Legal Entity [Axis]

C C O Holdings L L C [Member]

C C O Holdings Capital Corp [Member]

Entities [Table]

Entity Information [Line Items]

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Amendment Description

Document Registration Statement

Document Annual Report

Document Quarterly Report

Document Transition Report

Document Shell Company Report

Document Shell Company Event Date

Document Period Start Date

Document Period End Date

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Document Fiscal Year Focus

Current Fiscal Year End Date

Entity File Number

Entity Registrant Name

Entity Central Index Key

Entity Primary SIC Number

Entity Tax Identification Number

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Entity Address, Address Line Two

Entity Address, Address Line Three

Entity Address, City or Town

Entity Address, State or Province

Entity Address, Country

Entity Address, Postal Zip Code

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City Area Code

Local Phone Number

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Written Communications

Soliciting Material

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Annual Information Form

Audited Annual Financial Statements

Entity Well-known Seasoned Issuer

Entity Voluntary Filers

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Entity Interactive Data Current

Entity Filer Category

Entity Small Business

Entity Emerging Growth Company

Elected Not To Use the Extended Transition Period

Document Accounting Standard

Other Reporting Standard Item Number

Entity Shell Company

Entity Public Float

Entity Bankruptcy Proceedings, Reporting Current

Entity Common Stock, Shares Outstanding

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities
Exchange Act of 1934

 

Date of Report (Date of earliest event
reported): January 13, 2026

 

 

 

Charter Communications, Inc.

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact name of registrant as specified in its
charter)

 

Delaware

(State or other jurisdiction of incorporation
or organization)

 

001-33664
 
84-1496755

001-37789
 
86-1067239

333-112593-01
 
20-0257904

(Commission File Number)
 
(I.R.S. Employer Identification No.)

 

400 Washington Blvd.

Stamford , Connecticut 06902

(Address
of principal executive offices, including zip code)

 

 

 

( 203 ) 905-7801

(Registrant’s
telephone number, including area code)

 

 

 

Not Applicable

(Former
name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class
Trading Symbol(s)
Name of each exchange on

which registered

Class A Common Stock, $.001 Par Value
CHTR
NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Co-Registrant CIK
0001271833

Co-Registrant Amendment Flag
false

Co-Registrant Form Type
8-K

Co-Registrant DocumentPeriodEndDate
2026-01-13

Incorporate State Country Code
Delaware

Co-Registrant Written Communications
false

Co-Registrant Solicitating Materials
false

Co-Registrant PreCommencement Tender Offer
false

Co-Registrant PreCommencement Issuer Tender Offer
false

Co-Registrant AddressLine1
400 Washington Blvd.

Co-Registrant City or Town
Stamford

Co-Registrant State
Connecticut

Co-Registrant Postal Zip code
06901

Co-Registrant City area code
203

Co-Registrant Local Phone number
905-7801

Co-Registrant Emerging Growth Company
false

Co-Registrant CIK
0001271834

Co-Registrant Amendment Flag
false

Co-Registrant Form Type
8-K

Co-Registrant DocumentPeriodEndDate
2026-01-13

Incorporate State Country Code
Delaware

Co-Registrant Written Communications
false

Co-Registrant Solicitating Materials
false

Co-Registrant PreCommencement Tender Offer
false

Co-Registrant PreCommencement Issuer Tender Offer
false

Co-Registrant AddressLine1
400 Washington Blvd.

Co-Registrant City or Town
Stamford

Co-Registrant State
Connecticut

Co-Registrant Postal Zip code
06901

Co-Registrant City area code
203

Co-Registrant Local Phone number
905-7801

Co-Registrant Emerging Growth Company
false

 

 

 

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

Issuance of 7.000% Senior Notes due 2033 and 7.375% Senior
Notes due 2036

 

On
January 13, 2026 (the “Closing Date”), CCO Holdings, LLC (“CCO Holdings”) and CCO Holdings Capital Corp. (together
with CCO Holdings, the “CCOH Issuers”), subsidiaries of Charter Communications, Inc. (the “Company”), issued (i)
$ 1.75 billion aggregate principal amount of 7.000% Senior Notes due 2033 (the “2033 Notes”) and (ii) $1.25 billion
aggregate principal amount of 7.375% Senior Notes due 2036 (the “2036 Notes” and, together with the 2033 Notes, “the
Notes”). The Notes were sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance
on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and,
unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state securities laws.

 

In connection therewith, the CCOH Issuers entered into the below agreements.

 

Indenture

 

On the Closing Date, the CCOH Issuers entered into an eleventh supplemental
indenture with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), in connection with the issuance
of the Notes and the terms thereof (the “Eleventh Supplemental Indenture”). The Eleventh Supplemental Indenture supplements
a base indenture entered into on May 23, 2019 with the Trustee (the “Base Indenture” and, together with the Eleventh Supplemental
Indenture, the “Indenture”) providing for the issuance from time to time of one or more series of senior notes. The Eleventh
Supplemental Indenture includes the form of the Notes. The Indenture provides, among other things, that the Notes are general unsecured
obligations of the CCOH Issuers. The Notes are not guaranteed.

 

The Eleventh Supplemental Indenture provides, among other things, that
interest is payable on the 2033 Notes on each February 1 and August 1, commencing August 1, 2026. Interest is payable on the 2036 Notes
on each February 1 and August 1, commencing August 1, 2026.

 

At any time and from time to time prior to February 1, 2029 the CCOH
Issuers may redeem the outstanding 2033 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest and special interest, if any, on such 2033 Notes to the redemption date, plus a make-whole premium. On
or after February 1, 2029, the CCOH Issuers may redeem the outstanding 2033 Notes in whole or in part at redemption prices set forth in
the Eleventh Supplemental Indenture, plus accrued and unpaid interest and special interest, if any, on such 2033 Notes to the applicable
redemption date. In addition, at any time prior to February 1, 2029, the CCOH Issuers may redeem up to 40% of the 2033 Notes using proceeds
from certain equity offerings at a redemption price equal to 107.000% of the principal amount thereof, plus accrued and unpaid interest
and special interest, if any, on such 2033 Notes to the redemption date, provided that certain conditions are met.

 

At any time and from time to time prior to February 1, 2031 the CCOH
Issuers may redeem the outstanding 2036 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest and special interest, if any, on such 2036 Notes to the redemption date, plus a make-whole premium. On
or after February 1, 2031, the CCOH Issuers may redeem the outstanding 2036 Notes in whole or in part at redemption prices set forth in
the Eleventh Supplemental Indenture, plus accrued and unpaid interest and special interest, if any, on the 2036 Notes to the applicable
redemption date. In addition, at any time prior to February 1, 2029, the CCOH Issuers may redeem up to 40% of the 2036 Notes using proceeds
from certain equity offerings at a redemption price equal to 107.375% of the principal amount thereof, plus accrued and unpaid interest
and special interest, if any, on the 2036 Notes to the redemption date, provided that certain conditions are met.

 

2

 

 

The terms of the Indenture, among other things, limit the ability of
the CCOH Issuers to incur additional debt and issue preferred stock; pay dividends or make other restricted payments; make certain investments;
grant liens; allow restrictions on the ability of certain of their subsidiaries to pay dividends or make other payments; sell assets;
merge or consolidate with other entities; and enter into transactions with affiliates.

 

Subject to certain limitations, in the event of a Change of Control
Triggering Event (as defined in the Eleventh Supplemental Indenture), each holder of the Notes shall have the right to require the CCOH
Issuers to make an offer to purchase all or any part of that holder’s Notes at a price equal to 101% of the aggregate principal
amount of the Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the date of repurchase thereof.

 

The Indenture provides for customary events of default, which include
(subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants
or agreements in the Indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain
guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or
the holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately.

 

Registration Rights Agreement

 

In connection with the sale of the Notes, the CCOH Issuers entered
into an Exchange and Registration Rights Agreement with respect to the Notes, dated as of the Closing Date (the “Registration Rights
Agreement”), with Morgan Stanley & Co. LLC as representative of the several Purchasers (as defined in the Registration Rights
Agreement). Under the Registration Rights Agreement, the CCOH Issuers have agreed, in certain circumstances, to file a registration statement
with respect to an offer to exchange the Notes for a new issue of substantially identical notes registered under the Securities Act, to
cause the exchange offer registration statement to be declared effective and to consummate the exchange offer no later than 450
days following the Closing Date. The CCOH Issuers may be required to provide a shelf registration statement to cover resales of the Notes
under certain circumstances. If the foregoing obligations are not satisfied, the CCOH Issuers may be required to pay holders of the Notes
additional interest at a rate of 0.25% per annum of the principal amount thereof for 90 days immediately following the occurrence of any
registration default. Thereafter, the amount of additional interest will increase by an additional 0.25% per annum of the principal amount
thereof to 0.5% per annum of the principal amount thereof until all registration defaults have been cured.

 

For a complete description of the Eleventh Supplemental Indenture and
the Notes, please refer to a copy of the Base Indenture, incorporated by reference as Exhibit 4.1. Copies of the Eleventh Supplemental
Indenture, the form of the Notes and the Registration Rights Agreement are filed herewith as Exhibits 4.2, 4.3 and 10.1, respectively,
and are each incorporated herein by reference. The foregoing descriptions of the Base Indenture, the Eleventh Supplemental Indenture,
the Notes and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the
full text of those documents.

 

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

The information under each of the headings “Indenture”
and “Issuance of 7.000% Senior Notes due 2033 and 7.375% Senior Notes due 2036” in Item 1.01 above is incorporated herein
by reference.

 

ITEM 7.01 REGULATION FD DISCLOSURE.

 

On the Closing Date, the CCOH Issuers completed the issuance and sale
of the Notes. The press release announcing the closing of the issuance and sale of the Notes is furnished herewith as Exhibit 99.1.

 

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 U.S. Securities and Exchange
Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release
or otherwise.

 

3

 

 

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. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current
Report on Form 8-K shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit Number
 
Description

4.1*
 
Indenture, dated as of May 23, 2019, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on May 30, 2019).

 
 
 

4.2
 
Eleventh Supplemental Indenture, dated as of January 13, 2026, among CCO Holdings, LLC, CCO Holdings Capital Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.

 
 
 

4.3
 
Form of 7.000% Senior Notes due 2033 (included in Exhibit 4.2 hereto).

 
 
 

4.4
 
Form of 7.375% Senior Notes due 2036 (included in Exhibit 4.2 hereto).

 
 
 

10.1
 
Exchange and Registration Rights Agreement, dated January 13, 2026, relating to the 7.000% Senior Notes due 2033 and the 7.375% Senior Notes due 2036, among CCO Holdings, LLC, CCO Holdings Capital Corp. and Morgan Stanley & Co. LLC, as representative of the several Purchasers (as defined therein).

 
 
 

99.1
 
Press release dated January 13, 2026, announcing the closing of the sale of the 7.000% Senior Notes due 2033 and the 7.375% Senior Notes due 2036.

 
 
 

104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

* Incorporated by reference and not filed herewith.

 

4

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused
this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
CHARTER COMMUNICATIONS, INC.,

 
Registrant

 

 
By:
/s/ Kevin D. Howard

 
Name:
Kevin D. Howard

 
Title:
Executive Vice President, Chief Accounting Officer and Controller

Date: January 14, 2026

 

 

 
CCO HOLDINGS, LLC,

 
Registrant

 

 
By:
/s/ Kevin D. Howard

 
Name:
Kevin D. Howard

 
Title:
Executive Vice President, Chief Accounting Officer and Controller

Date: January 14, 2026

 

 
CCO HOLDINGS CAPITAL CORP.,

 
Registrant

 

 
By:
/s/ Kevin D. Howard

 
Name:
Kevin D. Howard

 
Title:
Executive Vice President, Chief Accounting Officer and Controller

Dated: January 14, 2026

 

5

Exhibit 10.1

 

Execution Version

 

CCO HOLDINGS, LLC

CCO HOLDINGS CAPITAL CORP.

 

7.000% SENIOR NOTES DUE 2033

7.375% SENIOR NOTES DUE 2036

 

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

 

January 13, 2026

 

Morgan Stanley & Co. LLC

As representative (“ Representative ”) of the Purchasers

 

c/o Morgan Stanley & Co. LLC


1585 Broadway

New York, New York 10036

 

Ladies and Gentlemen:

 

CCO Holdings, LLC, a Delaware limited liability

company (the “ Company ”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “ Issuers ”),

propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set

forth in the Purchase Agreement (as defined herein) (i) $1,750,000,000 aggregate principal amount of their 7.000% Senior Notes due

2033 (the “ 2033 Notes ”) and (ii) $1,250,000,000 aggregate principal amount of their 7.375% Senior Notes due 2036

(the “ 2036 Notes ” and, together with the 2033 Notes, the “ Notes ” and, each a “ series ”

of Notes) on January 13, 2026. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement,

the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities

(as defined herein) as follows:

 

SECTION 1.             Certain

Definitions . For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective

meanings:

 

“ Agreement ” shall mean this Exchange

and Registration Rights Agreement.

 

“ Base Indenture ” shall mean the

Indenture, dated as of May 23, 2019, among the Issuers and the Trustee.

 

“ Base Interest ” shall mean the

interest that would otherwise accrue on the applicable series of Notes under the terms thereof and the Indenture, without giving effect

to the provisions of this Agreement.

 

“ broker-dealer ” shall mean any

broker or dealer registered with the Commission under the Exchange Act.

 

 

 

 

“ CCH II ” shall mean CCH II, LLC,

a Delaware limited liability company.

 

“ Charter ” shall mean Charter

Communications Inc., a Delaware corporation.

 

“ Charter Holdings ” shall mean

Charter Communications Holdings, LLC, a Delaware limited liability company.

 

“ Closing Date ” shall mean January 13,

2026.

 

“ Commission ” shall mean the United

States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act,

whichever is the relevant statute for the particular purpose.

 

“ Company ” shall have the meaning

assigned thereto in the introductory paragraph hereto.

 

“ Conduct Rules ” shall have the

meaning assigned thereto in Section 3(e)(xix) hereof.

 

“ Effective Time ,” in the case

of (i) an Exchange Offer Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration

Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration,

shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf

Registration Statement otherwise becomes effective.

 

“ Electing Holder ” shall mean

any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with

Section 3(e)(ii) or 3(e)(iii) hereof.

 

“ Eleventh Supplemental Indenture ”

shall mean the eleventh supplemental indenture to the Base Indenture, dated as of January 13, 2026, by and among the Issuers and

the Trustee, relating to the Notes.

 

“ Exchange Act ” shall mean the

Securities Exchange Act of 1934, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same

shall be amended from time to time.

 

“ Exchange Date ” shall have the

meaning assigned thereto in Section 2(a) hereof.

 

“ Exchange Notes ” shall mean the

senior notes of the same series issued by the Issuers under the Indenture substantially identical in all material respects to the applicable

series of Notes (and entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they

have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional

interest contemplated in Section 2(c) hereof, to be issued to holders in exchange for Registrable Securities of such series.

 

- 2 -

 

 

“ Exchange Offer ” shall have the

meaning assigned thereto in Section 2(a) hereof.

 

“ Exchange Offer Registration ”

shall have the meaning assigned thereto in Section 3(c) hereof.

 

“ Exchange Offer Registration Statement ”

shall have the meaning assigned thereto in Section 2(a) hereof.

 

“ Exchanging Dealer ” shall have

the meaning assigned thereto in Section 6(a) hereof.

 

“ FINRA ” shall have the meaning

assigned thereto in Section 3(e)(xix) hereof.

 

“ holder ” shall mean, unless the

context otherwise indicates, each of the Purchasers and other persons who acquire Registrable Securities from time to time (including,

without limitation, any successors or assigns), in each case for so long as such person is a registered holder of any Registrable Securities.

 

“ Indenture ” shall mean the Base

Indenture, as supplemented by the Eleventh Supplemental Indenture (as defined below), as the same shall be amended or supplemented from

time to time.

 

“ Issuers ” shall have the meaning

assigned thereto in the introductory paragraph hereto.

 

“ Losses ” shall have the meaning

assigned thereto in Section 6(d) hereof.

 

“ Notes ” shall have the meaning

assigned thereto in the introductory paragraph hereto and shall include any Notes of any series issued in exchange therefor or in lieu

thereof pursuant to the Indenture.

 

“ Notice and Questionnaire ” shall

mean a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

 

“ Parent Companies ” shall mean,

collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited

liability company, and (iv) CCH II.

 

“ person ” shall mean a corporation,

association, partnership, organization, limited liability company, business, individual, government or political subdivision thereof

or governmental agency.

 

“ Purchase Agreement ” shall mean

the Purchase Agreement, dated January 6, 2026, among the Representative and the Issuers, relating to the Notes.

 

“ Purchasers ” shall mean the Purchasers

named in Schedule I to the Purchase Agreement.

 

- 3 -

 

 

“ Registrable Securities ” shall

mean the Notes of the applicable series (and to the extent set forth in clause (i) of this definition and in Section 2(d) hereof,

certain Exchange Notes of the applicable series); provided , however , that a Note or Exchange Note shall cease to be a Registrable

Security when (i) in the circumstances contemplated by Section 2(a) hereof, such Note has been exchanged for an Exchange

Note in an Exchange Offer as contemplated in Section 2(a) hereof ( provided that any Exchange Note that, pursuant to

the penultimate sentence of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall

be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 hereof until resale of such Registrable Security has been

effected within the 180-day period referred to in Section 2(a)(y)); (ii) in the circumstances contemplated by Section 2(b) hereof,

a Shelf Registration Statement registering such Note or Exchange Note under the Securities Act has been declared or becomes effective

and such Note or Exchange Note has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated

by such effective Shelf Registration Statement; (iii) such Note or Exchange Note is sold pursuant to Rule 144 under circumstances

in which any legend borne by such Note or Exchange Note relating to restrictions on transferability thereof, under the Securities Act

or otherwise, is removed by the Issuers pursuant to the Indenture; (iv) such Note or Exchange Note is eligible to be sold pursuant

to Rule 144 by a Person that is not an “affiliate” (within the meaning of Rule 405); or (v) such Note or Exchange

Note shall cease to be outstanding.

 

“ Registration Default ” shall

have the meaning assigned thereto in Section 2(c) hereof.

 

“ Registration Default Period ”

shall have the meaning assigned thereto in Section 2(c) hereof.

 

“ Registration Expenses ” shall

have the meaning assigned thereto in Section 4 hereof.

 

“ Representative ” shall have the

meaning assigned thereto in the addressee block hereto.

 

“ Resale Period ” shall have the

meaning assigned thereto in Section 2(a) hereof.

 

“ Restricted Holder ” shall mean

(i) a holder that is an affiliate of the Issuers within the meaning of Rule 405, (ii) a holder who acquires Exchange Notes

outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person

to participate in the Exchange Offer for the purpose of distributing Exchange Notes and (iv) a holder that is a broker-dealer, but

only with respect to Exchange Notes received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities

acquired by the broker-dealer directly from the Issuers.

 

“ Rule 144 ,” “ Rule 405 ”

and “ Rule 415 ” shall mean, in each case, such rule promulgated under the Securities Act (or any successor

provision), as the same shall be amended from time to time.

 

- 4 -

 

 

“ Securities Act ” shall mean the

Securities Act of 1933, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall

be amended from time to time.

 

“ Shelf Filing Deadline ” shall

have the meaning assigned thereto in Section 2(b) hereof.

 

“ Shelf Registration ” shall have

the meaning assigned thereto in Section 2(b) hereof.

 

“ Shelf Registration Statement ”

shall have the meaning assigned thereto in Section 2(b) hereof.

 

“ Special Interest ” shall have

the meaning assigned thereto in Section 2(c) hereof.

 

“ Transfer Restricted Notes ” shall

have the meaning assigned thereto in Section 2(c) hereof.

 

“ Trust Indenture Act ” shall mean

the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same

shall be amended from time to time.

 

“ Trustee ” shall mean The Bank

of New York Mellon Trust Company, N.A., as trustee under the Indenture.

 

Unless the context otherwise requires, any reference

herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Agreement,

and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this

Agreement as a whole and not to any particular Section or other subdivision. Any reference herein to “Notes” or “Exchange

Notes” or any series thereof refers also to any guarantees thereof by any guarantors required to guarantee such notes pursuant

to the Indenture.

 

SECTION 2.             Registration

Under the Securities Act .

 

(a)              Except

as set forth in Section 2(b) below, with respect to each series of Notes, the Issuers agree to file under the Securities Act,

as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “ Exchange

Offer Registration Statement ,” and such offer, the “ Exchange Offer ”) any and all Registrable Securities

for a like aggregate principal amount of Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Exchange

Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date.

The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers

further agree to use their reasonable best efforts to complete the Exchange Offer not later than 450 days following the Closing Date

(or if such 450 th day is not a business day, the next succeeding business day) (the “ Exchange Date ”) and

to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration

of the Exchange Offer. The Issuers shall keep the Exchange Offer open for a period of not less than the minimum period required under

applicable United States federal and state securities laws to complete the Exchange Offer; provided , however , that in no

event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange

Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange

Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities

Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States

of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the

Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the

Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered

and not withdrawn before the expiration of the Exchange Offer. The Issuers agree (x) to include in the Exchange Offer Registration

Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by

written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange

Offer Registration Statement effective for a period (the “ Resale Period ”) beginning when Exchange Notes are first

issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed

or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement,

such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

 

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(b)              If

(i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such

that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities

are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange

Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are

not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange

Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing,

then, in each case, the Issuers shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange

Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below,

under the Securities Act with respect to the applicable series of Notes that could not be exchanged for any reason set forth in clauses

(i) through (iv) above. The Issuers shall, on or prior to 30 days after the time such obligation to file arises, file a “shelf”

registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable

Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “ Shelf

Registration ” and such registration statement, the “ Shelf Registration Statement ”). The Issuers agree to

use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission

on or prior to the later of 450 days (or if such 450th day is not a business day, the next succeeding business day) following the Closing

Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations

arises (the “ Shelf Filing Deadline ”) and to keep such Shelf Registration Statement continuously effective for a period

ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable

Securities outstanding; provided , however , that no holder (other than a Purchaser) shall be entitled to be named as a selling

securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities

unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the

request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable

such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action

necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided , however , that

nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire

to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers further agree to supplement or make amendments to the

Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used

by the Issuers for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers agree to furnish

to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the

Commission.

 

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(c)              In

the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or

prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the

Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter

shall either be withdrawn by the Issuers or shall become subject to an effective stop order issued pursuant to Section 8(d) of

the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being

succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the

Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared

effective but shall thereafter either be withdrawn by the Issuers or shall become subject to an effective stop order issued pursuant

to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted

herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred

to in clauses (i) through (iv), a “ Registration Default ” and each period during which a Registration Default

has occurred and is continuing, a “ Registration Default Period ”), then, as liquidated damages for such Registration

Default, subject to the provisions of Section 9(b), special interest (“ Special Interest ”), in addition to the

Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected

by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum

rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the

filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450 th 

day after the Closing Date), (B) the 450 th day after the Closing Date, in the case of clause (ii) above, (C) the

day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such

Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults

relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of

clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange

Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration

Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted

Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided , however , that, if

after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer

Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by

the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “ Transfer Restricted

Notes ” shall mean, with respect to any Registration Default, any Notes or Exchange Notes of the applicable series which have

not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything

contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

 

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(d)              If

any Purchaser determines that it is not eligible to participate in the Exchange Offer with respect to the exchange of Registrable Securities

constituting any portion of an unsold allotment, at the request of such Purchaser, then, subject to any prohibitions or restrictions

imposed by any applicable law or regulations, the Issuers shall use their commercially reasonable efforts to issue and deliver to such

Purchaser, in exchange for such Registrable Securities, a like principal amount of Exchange Notes. Such issuance shall not be deemed

to be part of the Exchange Offer. The Issuers shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue

the same CUSIP number for Exchange Notes described in this Section 2(d) as for Exchange Notes issued pursuant to the Exchange

Offer. Any such Exchange Notes shall, at the time of issuance, and subject to the limitations set forth in Section 1 hereof, constitute

Registrable Securities for purposes of this Agreement (other than Section 2(a) hereof).

 

(e)              The

Issuers shall use their reasonable best efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions

contemplated herein are effected as so contemplated in Section 2(a) or 2(b) hereof.

 

(f)               Any

reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated,

therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time

shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

 

(g)              For

the avoidance of doubt, the Issuers’ obligations under this Section 2, including, without limitation, the obligation to consummate

an Exchange Offer pursuant to clause (a) and, as applicable, to file and keep effective a Shelf Registration Statement pursuant

to clause (b), and, in each case, all other related obligations of the Issuers under this Agreement, shall separately apply with respect

to each series of Notes (and the Registrable Securities and Exchange Notes with respect to such series of Notes), and Special Interest,

if any (and any related Registration Default), under clause (c) shall be separately determined, calculated, due and payable with

respect to each series of Notes, as applicable.

 

SECTION 3.             Registration

Procedures . If the Issuers file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions

shall apply:

 

(a)              At

or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Issuers shall cause the Indenture

to be qualified under the Trust Indenture Act of 1939.

 

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(b)              In

the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuers shall appoint a new

trustee thereunder pursuant to the applicable provisions of the Indenture.

 

(c)              In

connection with the Issuers’ obligations with respect to the registration of Exchange Notes as contemplated by Section 2(a) (the

“ Exchange Offer Registration ”), if applicable, the Issuers shall, as soon as practicable (or as otherwise specified):

 

(i)               prepare

and file with the Commission an Exchange Offer Registration Statement on any form which may be utilized by the Issuers and which shall

permit the Exchange Offer and resales of Exchange Notes by broker-dealers during the Resale Period to be effected as contemplated by

Section 2(a);

 

(ii)              as

soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Offer Registration Statement

and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Offer Registration

Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and

regulations of the Commission and the instructions applicable to the form of such Exchange Offer Registration Statement, and promptly

provide each broker-dealer holding Exchange Notes with such number of copies of the prospectus included therein (as then amended or supplemented),

in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act, as such broker-dealer

reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Notes;

 

(iii)             prepare

and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered

to purchasers of such Exchange Notes during the Resale Period, such prospectus conforms in all material respects to the applicable requirements

of the Securities Act and the Trust Indenture Act and shall not contain an untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

 

(iv)             use

their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Offer Registration

Statement or any post-effective amendment thereto as soon as practicable;

 

(v)              use

their reasonable best efforts to (A) register or qualify the Exchange Notes under the securities laws or blue sky laws of such jurisdictions

as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations

or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions

until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to

enable each broker-dealer holding Exchange Notes to consummate the disposition thereof in such jurisdictions; provided , however ,

that neither of the Issuers shall be required for any such purpose to (1) qualify as a foreign corporation or limited liability

company, as the case may be, in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this

Section 3(c)(v), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate

of incorporation or by-laws (or other organizational document) or any agreement between it and holders of its ownership interests;

 

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(vi)             use

their reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local,

which may be required to effect the Exchange Offer Registration, the Exchange Offer and the offering and sale of Exchange Notes by broker-dealers

during the Resale Period;

 

(vii)            provide

a CUSIP number for all Exchange Notes, not later than the applicable Effective Time;

 

(viii)           comply

with all applicable rules and regulations of the Commission, and make generally available to their securityholders as soon as practicable

but no later than eighteen months after the effective date of such Exchange Offer Registration Statement, an earnings statement of the

Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158

thereunder);

 

(ix)              mail

to each holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter

of instruction and related documents;

 

(x)               utilize

the services of a depositary for the Exchange Offer, which may be the Trustee, any new trustee under the Indenture, or an affiliate of

any of them;

 

(xi)              permit

holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last business day on which the Exchange

Offer is open;

 

(xii)             prior

to the Effective Time, provide a supplemental letter to the Commission (i) stating that the Issuers are conducting the Exchange

Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley

and Co., Inc. (pub. avail. June 5, 1991); and (ii) including a representation that the Issuers have not entered into any

arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best

of the Issuers’ information and belief, each holder participating in the Exchange Offer is acquiring the Exchange Notes in the

ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange

Notes; and

 

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(xiii)           provide

the Representative, in advance of filing thereof with the Commission, a draft of such Exchange Offer Registration Statement substantially

in the form to be filed with the Commission, each prospectus included therein or filed with the Commission and each amendment or supplement

thereto (including any documents incorporated by reference therein after the initial filing), and shall use their commercially reasonable

efforts to reflect in each such document, when so filed with the Commission, such comments as are reasonably proposed.

 

(d)              As

soon as practicable after the close of the Exchange Offer, the Issuers shall:

 

(i)               accept

for exchange all Registrable Securities tendered and not validly withdrawn pursuant to the Exchange Offer;

 

(ii)              deliver

to the Trustee for cancellation all Notes so accepted for exchange; and

 

(iii)             cause

the Trustee promptly to authenticate and deliver to each holder a principal amount of Exchange Notes equal to the principal amount of

the Registrable Securities of such Holder so accepted for exchange.

 

(e)               In

connection with the Issuers’ obligations with respect to the Shelf Registration, if applicable, the Issuers shall, as soon as practicable

(or as otherwise specified):

 

(i)               prepare

and file with the Commission within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which

may be utilized by the Issuers and which shall register all the Registrable Securities for resale by the holders thereof in accordance

with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders

and use their reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective within the time periods

specified in Section 2(b);

 

(ii)              not

less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the

holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement

as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities

at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Issuers by the deadline for response

set forth therein; provided , however , that holders of Registrable Securities shall have at least 28 calendar days from

the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire

to the Issuers;

 

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(iii)             after

the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an

Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Issuers shall not be required to take

any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus

forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire

to the Issuers;

 

(iv)             as

soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the

prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the

period specified in Section 2(b) and as may be required by the applicable rules and regulations of the Commission and

the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such

supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

 

(v)              comply

with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities covered by such Shelf Registration

Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

 

(vi)             provide

(A) the Electing Holders, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to

be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement

agent therefor, (D) counsel for any such underwriter or agent, (E) not more than one counsel for all the Electing Holders and

(F) the Representative, in advance of filing thereof with the Commission, a draft of such Shelf Registration Statement, each prospectus

included therein or filed with the Commission and each amendment or supplement thereto (including any documents incorporated by reference

therein after the initial filing), in each case in substantially the form to be filed with the Commission, and shall use their commercially

reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as are reasonably proposed;

 

(vii)            for

a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b),

make available at reasonable times at each Issuer’s principal place of business, or such other reasonable place for inspection

by the persons referred to in Section 3(e)(vi) who shall certify to the Issuers that they have a current intention to sell

the Registrable Securities pursuant to the Shelf Registration, such financial and other relevant information and books and records of

the Issuers, each of their subsidiaries and, as relevant, Parent Companies, and cause each of their officers, employees, counsel and

independent certified public accountants to supply all relevant information and to respond to such inquiries, as shall be reasonably

necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning

of Section 11 of the Securities Act; provided , however , that each such party shall be required to maintain in confidence

and not to disclose to any other person any information or records reasonably designated by the Issuers as being confidential, until

such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement

or otherwise, except as a result of a breach of this or any other obligation of confidentiality to the Issuers), or (B) such person

shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having

jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuers prompt

prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement

or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus

in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements

of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material

fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading

in light of the circumstances then existing, provided further , however , that notwithstanding anything to the contrary in

this clause (vii), any such person (and each employee, representative, or other agent of such person) may disclose to any and all persons,

without limitation, the U.S. tax treatment and any facts that may be relevant to the tax structure of the matters covered by and relating

to this Agreement (including opinions or other tax analysis that are provided to such party relating to such tax treatment and tax structure);

provided , however , that no person (and no employee, representative, or other agent of any person) shall disclose any other

information that is not relevant to understanding the tax treatment and tax structure of the matters covered by and relating to this

Agreement (including the identity of any party and any information that could lead another to determine the identity of any party), or

any other information to the extent that such non-disclosure is reasonably necessary in order to comply with applicable securities law;

 

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(viii)           promptly

notify each of the Representative, the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification

may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in

writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement

or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when

the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator

of any state with respect thereto, or any request by the Commission for amendments or supplements to such Shelf Registration Statement

or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness

of such Shelf Registration Statement or the initiation or, to the knowledge of the Issuers, threatening of any proceedings for that purpose,

(D) if at any time the representations and warranties of the Issuers contemplated by Section 3(e)(xvii) or Section 5

hereof cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect

to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or, to the knowledge

of the Issuers, threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered

under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment

does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act, or contains

an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements

therein not misleading in light of the circumstances then existing;

 

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(ix)             use

their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement

or any post-effective amendment thereto as soon as practicable;

 

(x)              if

requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a

prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the

Commission, and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein

relating to the terms of the sale of such Registrable Securities, including, without limitation, information (i) with respect to

the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description

of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities, and any discount, commission or other

compensation payable in respect thereof and the purchase price being paid therefor by such underwriters and (ii) with respect to

any other material terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters;

and make all required filings of such prospectus supplement or post-effective amendment upon notification of the matters to be incorporated

in such prospectus supplement or post-effective amendment;

 

(xi)             furnish

to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel

referred to in Section 3(e)(vi) hereof an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf

Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing

Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf

Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by

such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including,

without limitation, each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable

requirements of the Securities Act and the Trust Indenture Act, and such other documents, as such Electing Holder, agent, if any, and

underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by

such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and

underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Issuers hereby consent to the use of such

prospectus (including, without limitation, such preliminary and summary prospectus) and any amendment or supplement thereto by each such

Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Issuers,

in connection with the offering and sale of the Registrable Securities covered by the prospectus (including, without limitation, such

preliminary and summary prospectus) or any supplement or amendment thereto;

 

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(xii)            use

their reasonable best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement

under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor

and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with

such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration

is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder,

agent or underwriter to complete its distribution of the Registrable Securities pursuant to such Shelf Registration Statement and (C) take

any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter,

if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided , however , that neither

of the Issuers shall be required for any such purpose to (1) qualify as a foreign corporation or limited liability company, as the

case may be, in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii),

(2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation

or by-laws (or other organizational document) or any agreement between it and holders of its ownership interests;

 

(xiii)           use

their reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local,

which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder

or holders to offer, or to consummate the disposition of, their Registrable Securities;

 

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(xiv)           unless

any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any,

to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates,

if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved,

or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends;

and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names

as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

 

(xv)            provide

a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

 

(xvi)           enter

into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or

similar agreements, as appropriate, including customary provisions relating to indemnification and contribution (but no less favorable

than those set forth in Section 6 with respect to all parties indemnified under Section 6), unless such provisions are acceptable

to Electing Holders of at least 50% in aggregate principal amount of the Registrable Securities and any managing underwriters, and take

such other actions in connection therewith as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities

at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

 

(xvii)          whether

or not an agreement of the type referred to in Section 3(e)(xvi) hereof is entered into, and whether or not any portion of

the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any

other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor

and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities

pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain

an opinion of counsel to the Issuers in customary form, subject to customary limitations, assumptions and exclusions, and covering such

matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least

20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing

Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the date

of the Effective Time of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering

of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it

being agreed that the matters to be covered by such opinion shall include the matters set forth in paragraphs (b) and (c) of

Section 8 of the Purchase Agreement to the extent applicable to an offering of this type); (C) obtain a “cold comfort”

letter or letters from the independent certified public accountants of the Issuers addressed to the selling Electing Holders, the placement

or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement

and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective

amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period

subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates

an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective

amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period

subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement

relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters

of such type; (D) deliver such documents and certificates, including, without limitation, officers’ certificates, as may be

reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time

outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy

of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and

the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other similar agreement

entered into by the Issuers pursuant to Section 3(e)(xvi); and (E) undertake such obligations relating to expense reimbursement,

indemnification and contribution as are provided in Section 6 hereof;

 

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(xviii)         notify

in writing each holder of Registrable Securities of any proposal by the Issuers to amend or waive any provision of this Agreement pursuant

to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the substance

of the amendment or waiver proposed or effected, as the case may be;

 

(xix)            in

the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member

of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the

“ Conduct Rules ”) of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or any successor

thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement

or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of

such Conduct Rules, including, without limitation, by (A) if such Conduct Rules shall so require, engaging a “qualified

independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement

relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering

contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend

the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification

of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing

such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct

Rules; and

 

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(xx)             comply

with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable

but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement

of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company,

Rule 158 thereunder).

 

(f)               In

the event that the Issuers would be required, pursuant to Section 3(e)(viii)(F) hereof, to notify the Electing Holders, the

placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Issuers shall prepare and furnish to each

of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies

of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus conforms

in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act, and shall not contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein

not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Issuers

pursuant to Section 3(e)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities

pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received

copies of such amended or supplemented prospectus, and if so directed by the Issuers, such Electing Holder shall deliver to the Issuers

(at the Issuers’ expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the

prospectus covering such Registrable Securities at the time of receipt of such notice.

 

(g)              In

the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice and Questionnaire,

the Issuers may require such Electing Holder to furnish to the Issuers such additional information regarding such Electing Holder and

such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the

Securities Act. Each such Electing Holder agrees to notify the Issuers as promptly as practicable of any inaccuracy or change in information

previously furnished by such Electing Holder to the Issuers or of the occurrence of any event in either case as a result of which any

prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing

Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact

regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required

to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly

to furnish to the Issuers any additional information required to correct and update any previously furnished information or required

so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading in light of the circumstances then existing.

 

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SECTION 4.             Registration

Expenses . The Issuers agree, subject to the last sentence of this Section 4, to bear and to pay or cause to be paid promptly

all expenses incident to the Issuers’ performance of or compliance with this Agreement, including, without limitation, (a) all

Commission and any FINRA registration, filing and review fees and expenses including, without limitation, fees and disbursements of counsel

for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses

in connection with the qualification of the Notes for offering and sale under the securities laws and blue sky laws referred to in Section 3(e)(xii) hereof

and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing

Holders may designate, including, without limitation, any fees and disbursements of counsel for the Electing Holders or underwriters

in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution

and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution

pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Notes for delivery and the expenses of

printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment

memoranda and all other documents in connection with the offering, sale or delivery of Notes to be disposed of (including, without limitation,

certificates representing the Notes), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery

of Notes and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture,

any agent of the Trustee and any reasonable fees and expenses for counsel for the Trustee and of any collateral agent or custodian, (f) internal

expenses (including, without limitation, all salaries and expenses of each Issuer’s officers and employees performing legal or

accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Issuers

(including, without limitation, the expenses of any opinions or “cold comfort” letters required by or incidental to such

performance and compliance), (h) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in

connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the

Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuers), (i) any fees charged

by securities rating services engaged by the Issuers for rating the Notes, and (j) reasonable fees, expenses and disbursements of

any other persons, including, without limitation, special experts, retained by the Issuers in connection with such registration (collectively,

the “ Registration Expenses ”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder

of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Issuers shall reimburse such person for

the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding

the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting

discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other

advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

 

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SECTION 5.             Representations,

Warranties and Covenants . Except with respect to clauses (a) and (b) below, the Issuers represent and warrant to, and agree

with, each Purchaser and each of the holders from time to time of Registrable Securities the information set forth in this Section 5.

 

With respect to clauses (a) and (b) below,

the Issuers covenant that:

 

(a)              Each

registration statement covering Registrable Securities and each prospectus (including, without limitation, any preliminary or summary

prospectus) contained therein or furnished pursuant to Section 3(e) or Section 3(c) hereof and any further amendments

or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case

may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement

relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and will

not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make

the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered

under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant

to Section 3(e)(viii)(F) or Section 3(c)(iii) hereof until (ii) such time as the Issuers furnish an amended

or supplemented prospectus pursuant to Section 3(f) or Section 3(c)(iii) hereof, each such registration statement,

and each prospectus (including, without limitation, any preliminary or summary prospectus) contained therein or furnished pursuant to

Section 3(e) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the

requirements of the Securities Act and the Trust Indenture Act and will not contain an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances

then existing; provided , however , that this covenant shall not apply to any statements or omissions made in reliance upon

and in conformity with information furnished in writing to the Issuers by a holder of Registrable Securities expressly for use therein.

 

(b)              Any

documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective

or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements

of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of

a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein

not misleading; provided , however , that this covenant shall not apply to any statements or omissions made in reliance upon

and in conformity with information furnished in writing to the Issuers by a holder of Registrable Securities expressly for use therein.

 

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(c)              This

Agreement has been duly authorized, executed and delivered by the Issuers.

 

SECTION 6.             Indemnification .

 

(a)              The

Issuers, jointly and severally, agree to indemnify and hold harmless each holder of Registrable Securities or Exchange Notes, as the

case may be, covered by any Exchange Offer Registration Statement or Shelf Registration Statement (including each Purchaser and, with

respect to any prospectus delivery as contemplated in Section 3(c)(ii) or (iii) hereof, each holder (which may include

any Purchaser) that is a broker-dealer and elects to exchange for Exchange Notes any Registrable Securities that it acquired for its

own account as a result of market-making activities or other trading activities (but not directly from the Issuers or any affiliate of

the Issuers) for Exchange Notes) (each an “ Exchanging Dealer ”), the affiliates, directors, officers, employees and

agents of each such holder and each person who controls any such holder within the meaning of either the Securities Act or the Exchange

Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under

the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such

losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged

untrue statement of a material fact contained in the Exchange Offer Registration Statement or Shelf Registration Statement as originally

filed or in any amendment thereof, or in any preliminary prospectus or the prospectus included in any registration statement, or in any

amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified

party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such

loss, claim, damage, liability or action; provided , however , that the Issuers will not be liable in any case to the extent

that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or

omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or

on behalf of any such holder specifically for inclusion therein. This indemnity agreement will be in addition to any liability which

the Issuers may otherwise have.

 

The Issuers, jointly and severally, also agree to

indemnify or contribute as provided in Section 6(d) to Losses of any underwriter of Registrable Securities or Exchange Notes,

as the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each person who

controls such underwriter within the meaning of either the Securities Act or the Exchange Act, on substantially the same basis as that

of the indemnification of the Purchasers and the selling holders provided in this Section 6(a) and shall, if requested by any

holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 3(e)(xvi) hereof.

 

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(b)              Each

holder of Registrable Securities or Exchange Notes covered by an Exchange Offer Registration Statement or Shelf Registration Statement

(including each Purchaser and, with respect to any prospectus delivery as contemplated in Section 3(c)(ii) or Section 3(f)(iv) hereof,

each Exchanging Dealer) severally agrees to indemnify and hold harmless the Issuers, and each of their affiliates, directors, employees,

members, managers and agents and each Person who controls the Issuers within the meaning of either the Securities Act or the Exchange

Act, to the same extent as the foregoing indemnity from the Issuers to each such holder, but only with reference to written information

relating to such holder furnished to the Issuers by or on behalf of such holder specifically for inclusion in the documents referred

to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such holder may otherwise have.

 

(c)              Promptly

after receipt by an indemnified party under this Section 6 or notice of the commencement of any action, such indemnified party will,

if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in

writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability

under paragraph (a) or (b) above unless and to the extent such action and such failure results in the forfeiture by the indemnifying

party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to

any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party

shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,

to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified

party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party

to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified

party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in

connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights

in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying

party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying

party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants

in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have

reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional

to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified

party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying

party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party

shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out

of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in

addition to any local counsel) for all indemnified parties. An indemnifying party shall not be liable under this Section 6 to any

indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened

claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified

parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such

indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the written consent of the

indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in

respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified

party, unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably

satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does

not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such indemnified party.

 

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(d)              In

the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold

harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate losses, claims,

damages and liabilities (including, without limitation, legal or other expenses reasonably incurred in connection with investigating

or defending same) (collectively “ Losses ”) to which such indemnifying party may be subject in such proportion as is

appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other

from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable

law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall

contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative

benefits but also the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with

the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as

any other relevant equitable considerations. Benefits received by the Issuers shall be deemed to be equal to the sum of (x) the

total net proceeds from the initial placement of the Notes (before deducting expenses) reflected in the Purchase Agreement and (y) the

total amount of Special Interest which the Issuers were not required to pay as a result of registering the securities covered by the

Exchange Offer Registration Statement or Shelf Registration Statement which resulted in such Losses. Benefits received by the Purchasers

shall be deemed to be equal to the total purchase discounts and commissions as reflected in the Purchase Agreement, and benefits received

by any other holders shall be deemed to be equal to the proceeds received from the sale of the Registrable Securities or Exchange Notes,

as applicable. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions,

as set forth in the prospectus forming a part of the Exchange Offer Registration Statement or Shelf Registration Statement which resulted

in such Losses. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party

on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity

to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant

to this subsection (d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them

were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations

referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages

or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or

other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

Notwithstanding the provisions of this subsection (d), no holder shall be required to contribute any amount in excess of the amount by

which the dollar amount of the proceeds received by such holder from the sale of Registrable Securities (after deducting any fees, discounts

and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason

of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount

in excess of the amount by which the total price of the Registrable Securities underwritten by it and distributed to the public exceeds

the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission. The holders’ and any underwriters’ obligations in this subsection (d) to contribute

are several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them,

and not joint. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. For purposes of this Section 6, each person who controls any holder, agent or underwriter within the meaning

of either the Securities Act or the Exchange Act and each director, officer, employee and agent of a holder, agent or underwriter shall

have the same rights to contribution as such holder, agent or underwriter, and each person who controls the Issuers within the meaning

of either the Securities Act or the Exchange Act and each officer and director of the Issuers shall have the same rights to contribution

as the Issuers, subject in each case to the applicable terms and conditions of this paragraph (d).

 

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(e)              The

provisions of this Section will remain in full force and effect, regardless of any investigation made by or on behalf of any holder

or the Issuers or any of the officers, directors or controlling persons referred to in this Section hereof, and will survive the

sale by a holder of securities covered by an Exchange Offer Registration Statement or Shelf Registration Statement.

 

SECTION 7.             Underwritten

Offerings .

 

(a)              Selection

of Underwriters . If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten

offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate

principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter

or underwriters is or are reasonably acceptable to the Issuers.

 

(b)              Participation

by Holders . Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in

any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis

provided in any underwriting arrangements with respect to such Registrable Securities approved by the persons entitled hereunder to approve

such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and

other documents reasonably required under the terms of such underwriting arrangements.

 

- 24 -

 

 

(c)              Minimum

Requirements . With respect to each series of Notes, the Issuers shall not have any obligations with respect to any underwriters or

underwritten offering except a single underwritten offering of $270 million or more of Registrable Securities.

 

SECTION 8.             Rule 144 .

 

(a)              Each

of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange

Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation,

the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall

take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time

to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption

provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request

of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver

to such holder a written statement as to whether they have complied with such requirements.

 

(b)              At

any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer

subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations

suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the

Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information

required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale

or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations

set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary

of the issuance of any Notes.

 

SECTION 9.             Miscellaneous .

 

(a)              No

Inconsistent Agreements . The Issuers represent, warrant, covenant and agree that they have not granted, and shall not grant, registration

rights with respect to Registrable Securities or any other Notes which would be inconsistent with the terms contained in this Agreement.

 

(b)              Specific

Performance . Except with respect to a Registration Default, the parties hereto acknowledge that there would be no adequate remedy

at law if the Issuers fail to perform any of their obligations hereunder and that the Purchasers and the holders from time to time of

the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders,

in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of

the obligations of the Issuers under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the

United States or any State thereof having jurisdiction.

 

- 25 -

 

 

(c)              Notices .

All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been

duly given (i) when delivered by hand, if delivered personally or by courier, (ii) when sent by facsimile (with written confirmation

of receipt), provided that a copy is mailed by registered or certified mail, return receipt requested or (iii) three days

after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: if to the Issuers,

c/o Charter Communications, Inc., 400 Washington Blvd., Stamford, Connecticut 06902, Attention: General Counsel, Electronic Mail:

jamal.haughton@charter.com ; with a Copy to: LegalNotices@charter.com , with a copy to: Kirkland & Ellis LLP, 601

Lexington Avenue, New York, NY 10022, Facsimile: (212) 446-4900, Attention: Christian O. Nagler, P.C. and if to a holder, to the address

of such holder set forth in the security register or other records of the Issuers, or to such other address as the Issuers or any such

holder may have furnished to the other in writing in accordance herewith, with a copy in like manner c/o Morgan Stanley & Co.

LLC at 1585 Broadway, New York, New York 10036, Attention: High Yield Syndicate Desk, with a copy to the Legal Department. Notices of

change of address shall be effective only upon receipt.

 

(d)              Parties

in Interest . All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable

by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the

parties hereto and such holders. In the event that any person shall acquire Registrable Securities, in any manner, whether by gift, bequest,

purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary

hereof for all purposes and such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding

such Registrable Securities such transferee shall be entitled to receive the benefits, and be conclusively deemed to have agreed to be

bound by all the applicable terms and provisions, of this Agreement. If the Issuers shall so request, any such successor, assign or transferee

shall agree in writing to acquire and hold the Registrable Securities subject to all the applicable terms hereof.

 

(e)              Survival .

The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant

hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf

of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer

or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable

Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation

of an Exchange Offer.

 

(f)               GOVERNING

LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

- 26 -

 

 

(g)              Headings .

The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute

a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

 

(h)              Entire

Agreement; Amendments . This Agreement and the other writings referred to herein (including, without limitation, the Indenture and

the form of Notes) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect

to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject

matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular

instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuers and the holders of at least

a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities

at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether

or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such

holder.

 

(i)               Inspection .

For so long as this Agreement shall be in effect, this Agreement and a complete list of the names and addresses of all the holders of

Registrable Securities shall be made available for inspection and copying, upon reasonable prior notice, on any business day during normal

business hours by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights

of the holders of Registrable Securities under the Notes, the Indenture and this Agreement) at the offices of the Issuers at the address

thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

 

(j)               Counterparts .

This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective

counterparts shall together constitute one and the same instrument.

 

(k)              Severability .

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid,

illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other

respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the

rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

 

(l)               Securities

Held by the Issuers, etc . Whenever the consent or approval of holders of a specified percentage of principal amount of Registrable

Securities or Exchange Notes is required hereunder, Registrable Securities or Exchange Notes, as applicable, held by the Issuers or their

affiliates (controlled by the Issuers and other than subsequent holders of Registrable Securities or Exchange Notes if such subsequent

holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities or Exchange Notes) shall not be

counted in determining whether such consent or approval was given by the holders of such required percentage.

 

- 27 -

 

 

(m)             Additional

Notes . Notwithstanding anything contained herein, any registration statement and exchange offer herein contemplated may include other

securities issued by the Issuers and guaranteed by the applicable guarantors, if any.

 

(n)              Termination. 

The obligations of the Issuers under this Agreement to register or qualify the Registrable Securities or otherwise make any offer shall

terminate when there are no Registrable Securities outstanding.

 

[Signature Pages Follow]

 

- 28 -

 

 

If the foregoing is in accordance with your understanding,

please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this Agreement

and such acceptance hereof shall constitute a binding agreement among the parties hereto. It is understood that your acceptance of this

Agreement on behalf of each of the Purchasers is pursuant to the authority set forth in a form of agreement among Purchasers, the form

of which shall be submitted to the Issuers for examination upon request, but without warranty on your part as to the authority of the

signers thereof.

 

 
Very truly yours,

 
 

 
CCO HOLDINGS, LLC, as an Issuer

 
 

 
By:
/s/ Jeffrey B. Murphy

 
 
Name:
Jeffrey B. Murphy

 
 
Title:
Senior Vice President, Corporate Finance and Development

 
 

 
 

 
CCO HOLDINGS CAPITAL CORP., as an Issuer

 
 

 
By:
/s/ Jeffrey B. Murphy

 
 
Name:
Jeffrey B. Murphy

 
 
Title:
Senior Vice President, Corporate Finance and Development

 

Charter - Registration Rights Agreement

 

 

 
Accepted as of the date hereof:

 

Acting on behalf of itself and the several Purchasers
 

 
 

MORGAN STANLEY & CO. LLC
 

 
 

By:
/s/ Steven DiMilia
 

 
Name:
Steven DiMilia
 

 
Title:
Authorized Signatory
 

 

Charter - Registration Rights Agreement

 

 

EXHIBIT A

 

CCO HOLDINGS, LLC


CCO HOLDINGS CAPITAL CORP.

 

INSTRUCTION TO DTC PARTICIPANTS

 

(Date of Mailing)

 

URGENT — IMMEDIATE ATTENTION REQUESTED

 

DEADLINE FOR RESPONSE: [DATE] 1

 

The Depository Trust Company (“ DTC ”)

has identified you as a DTC Participant through which beneficial interests in the CCO Holdings, LLC (the “ Company ”)

and CCO Holdings Capital Corp. (together with the Company, the “ Issuers ”) [7.000][7.375]% Senior Notes due [2033][2036]

(the “ Notes ”) are held. 2

 

The Issuers are in the process of registering the

Notes under the Securities Act of 1933, as amended, for resale by the beneficial owners thereof. In order to have their Notes included

in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder

Questionnaire.

 

It is important that beneficial owners of the Notes

receive a copy of the enclosed materials as soon as possible as their rights to have the Notes included in the registration statement

depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents

to each beneficial owner that holds interests in the Notes through you. If you require more copies of the enclosed materials or have

any questions pertaining to this matter, please contact the Issuers c/o Charter Communications, Inc., 400 Washington Blvd., Stamford,

Connecticut 06902, Attention: General Counsel, Electronic Mail: jamal.haughton@charter.com; with a Copy to: LegalNotices@charter.com ,

with a copy to: Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022, Facsimile: (212) 446-4900, Attention: Christian

O. Nagler, P.C.

 

 

1 Not less than 28 calendar days from date of mailing.

 

2 Select appropriate series of Notes.

 

A- 1

 

 

CCO HOLDINGS, LLC


CCO HOLDINGS CAPITAL CORP.

 

Notice of Registration Statement


and


Selling Securityholder Questionnaire

 

(Date)

 

Reference is hereby made to the Exchange and Registration

Rights Agreement (the “ Exchange and Registration Rights Agreement ”) among CCO Holdings, LLC (the “ Company ”),

CCO Holdings Capital Corp. (together with the Company, the “ Issuers ”), and the Purchasers named therein. Pursuant

to the Exchange and Registration Rights Agreement, the Issuers have filed with the United States Securities and Exchange Commission (the

“ Commission ”) a registration statement on Form S-1 (the “ Shelf Registration Statement ”) for

the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”),

of the Issuers’ [7.000][7.375]% Senior Notes due [2033][2036] (the “ Notes ”). 3 

A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall

have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

 

Each beneficial owner of Registrable Securities

is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have

Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder

Questionnaire (“ Notice and Questionnaire ”) must be completed, executed and delivered to the Issuers’ counsel

at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do

not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in

the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

 

Certain legal consequences arise from being named

as a selling securityholder in the Shelf Registration Statement and related prospectus. Accordingly, holders and beneficial owners of

Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being

named as a selling securityholder in the Shelf Registration Statement and related prospectus.

 

 

3 Select appropriate series of Notes.

 

A- 2

 

 

ELECTION

 

The undersigned holder (the “ Selling Securityholder ”)

of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned

by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with

respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration

Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned

Selling Securityholder were an original party thereto.

 

Upon any sale of Registrable Securities pursuant

to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuers and the Trustee the Notice

of Transfer Pursuant to Registration Statement set forth in Exhibit B to the Exchange and Registration Rights Agreement.

 

The Selling Securityholder hereby provides the following

information to the Issuers and represents and warrants that such information is accurate and complete:

 

QUESTIONNAIRE

 

(1) (a)           Full Legal Name of Selling Securityholder:

 

(b) Full Legal Name of Registered Holder (if not the same as in

(a) above) of Registrable Securities Listed in Item (3) below:

 

(c)           Full Legal Name of DTC Participant (if

applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:

 

(2) Address for Notices to Selling Securityholder:

   
 

   
 

   
 

 
Telephone:
 
 

 
Fax:
 
 

 
Contact Person:
 
 

 

(3) Beneficial Ownership of Notes:

 

Except as set forth below in this Item

(3), the undersigned does not beneficially own any Notes.

 

(a) Principal amount of Registrable Securities beneficially owned:

     

 

 
CUSIP No(s). of such Registrable Securities:
 

 

(b) Principal amount of Notes other than Registrable Securities beneficially

owned:

     

 

A- 3

 

 

 
CUSIP No(s). of such other Notes:
 

 

(c) Principal amount of Registrable Securities which the undersigned wishes

to be included in the Shelf Registration Statement:

     

 

  CUSIP No(s). of such Registrable Securities to be included in

the Shelf Registration Statement:

     

 

(4) Beneficial Ownership of Other Securities of the Issuers:

 

Except as set forth below in this Item

(4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuers other than

the Notes listed above in Item (3).

 

State any exceptions here:

 

(5) Relationships with the Issuers:

 

Except as set forth below, neither

the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position

or office or has had any other material relationship with the Issuers (or their respective predecessors or affiliates) during the past

three years.

 

State any exceptions here:

 

(6) Plan of Distribution:

 

Except as set forth below, the undersigned

Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such

Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters,

broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices

at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions

(which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registrable

Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise

than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with

sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers,

which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling

Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan

or pledge Registrable Securities to broker-dealers that in turn may sell such Registrable Securities.

 

State any exceptions here:

 

A- 4

 

 

By signing below, the Selling Securityholder acknowledges

that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act including, without

limitation, Regulation M.

 

In the event that the Selling Securityholder transfers

all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to

the Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations

under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

 

By signing below, the Selling Securityholder consents

to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such

information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information

will be relied upon by the Issuers in connection with the preparation of the Shelf Registration Statement and related Prospectus.

 

In accordance with the Selling Securityholder’s

obligation under Section 3(e) of the Exchange and Registration Rights Agreement to provide such information as may be required

by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Issuers of any inaccuracies

or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration

Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing,

by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

 

(i)              To

the Issuers:


_________________________


_________________________


_________________________


_________________________


_________________________

 

(ii)            With

a copy to:


_________________________


_________________________


_________________________


_________________________


_________________________

 

Once this Notice and Questionnaire is executed by

the Selling Securityholder and received by the Issuers’ counsel, the terms of this Notice and Questionnaire, and the representations

and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors,

heirs, personal representatives, and assigns of the Issuers and the Selling Securityholder (with respect to the Registrable Securities

beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all respects

by the laws of the State of New York without giving effect to any provisions relating to conflicts of laws.

 

A- 5

 

 

IN WITNESS WHEREOF, the undersigned, by authority

duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

 

Dated: ____________________

 

 

 
 

Selling Securityholder
(Print/type full legal name of beneficial owner of Registrable Securities)

 

By:
 
 

 
Name:
 

 
Title:
 

 

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE

FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS’ COUNSEL AT:

 

_________________________


_________________________


_________________________


_________________________


_________________________

 

A- 6

 

 

EXHIBIT B

 

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

 

[CCO HOLDINGS, LLC


CCO HOLDINGS CAPITAL CORP.

c/o Charter Communications, Inc.

400 Washington Blvd.

Stamford, Connecticut 06902

Attention: General Counsel

Electronic Mail: jamal.haughton@charter.com

 

With a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Facsimile No.: (212) 446-4900

Attention: Christian O. Nagler, P.C.

 

The Bank of New York Mellon Trust Company, N.A.


311 South Wacker Drive, Floor 62, Suite 6200B

Mailbox #44


Chicago, IL 60606


Attention: Corporate Trust Administration

 

Re: CCO Holdings, LLC and CCO Holdings Capital Corp. (the “ Issuers ”)

[7.000][7.375]% Senior Notes due [2033][2036] (the “ Notes ”) 4

 

Please be advised that ________________ has transferred

$___________ aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form S-1

(File No. 333-____) filed by the Issuers.

 

We hereby certify that the prospectus delivery requirements,

if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named

as a “Selling Holder” in the prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of

the Notes transferred are the Notes listed in such prospectus opposite such owner’s name.

 

Dated:

 

 
Very truly yours,

 
 

 
 

 
(Name)

 

 
By:
                  

 
(Authorized Signature)

 

B- 1

Exhibit 4.2

 

Execution Version

 

 

 

CCO HOLDINGS, LLC and CCO HOLDINGS CAPITAL CORP.,


as Issuers,

 

and

 

The

Bank of New York MELLON TRUST COMPANY, N.A.,

as Trustee

 

 

 

ELEVENTH

SUPPLEMENTAL INDENTURE

 

Dated as of January 13, 2026

 

 

 

7.000% Senior Notes due 2033

7.375% Senior Notes due 2036

 

 

 

 

 

 

TABLE OF CONTENTS

 

 
 
 
Page

 
 
 
 

 
 
Article 1
 

 
 
 
 

 
 
DEFINITIONS AND INCORPORATION BY REFERENCE
 

 
 
 
 

Section 1.01
 
Definitions
2

Section 1.02
 
Other Definitions
32

 
 
 
 

 
 
Article 2
 

 
 
 
 

 
 
THE NOTES
 

 
 
 
 

Section 2.01
 
Form and Dating
33

Section 2.02
 
Execution and Authentication
34

Section 2.03
 
Registrar and Paying Agent
35

Section 2.04
 
Paying Agent to Hold Money in Trust
35

Section 2.05
 
Holder Lists
36

Section 2.06
 
Transfer and Exchange
36

Section 2.07
 
Replacement Notes
49

Section 2.08
 
Outstanding Notes
50

Section 2.09
 
Treasury Notes
50

Section 2.10
 
Temporary Notes
50

Section 2.11
 
Cancellation
51

Section 2.12
 
Defaulted Interest
51

Section 2.13
 
CUSIP Numbers
51

 
 
 
 

 
 
Article 3
 

 
 
 
 

 
 
REDEMPTION AND PREPAYMENT
 

 
 
 
 

Section 3.01
 
Notices to Trustee
51

Section 3.02
 
Selection of Notes to Be Redeemed
52

Section 3.03
 
Notice of Redemption
52

Section 3.04
 
Effect of Notice of Redemption
53

Section 3.05
 
Deposit of Redemption Price
53

Section 3.06
 
Notes Redeemed in Part
54

Section 3.07
 
Optional Redemption
54

Section 3.08
 
Mandatory Redemption
56

Section 3.09
 
Offer to Purchase by Application of Excess Proceeds
56

 

- i -

 

 

 
 
Article 4
 

 
 
 
 

 
 
COVENANTS
 

 
 
 
 

Section 4.03
 
Reports
58

Section 4.04
 
Compliance Certificate
59

Section 4.05
 
Taxes
59

Section 4.06
 
Stay, Extension and Usury Laws
59

Section 4.07
 
Restricted Payments
60

Section 4.08
 
Investments
64

Section 4.09
 
Dividend and Other Payment Restrictions Affecting Subsidiaries
65

Section 4.10
 
Incurrence of Indebtedness and Issuance of Preferred Stock
67

Section 4.11
 
Limitation on Asset Sales
70

Section 4.12
 
[Reserved]
72

Section 4.13
 
Transactions with Affiliates
72

Section 4.14
 
Liens
74

Section 4.15
 
Existence
74

Section 4.16
 
Repurchase at the Option of Holders upon a Change of Control Triggering Event
75

Section 4.17
 
Limitation on Issuances of Guarantees of Indebtedness
77

Section 4.18
 
Special Interest Notice
77

Section 4.19
 
Termination of Covenants
78

 
 
 
 

 
 
Article 5
 

 
 
 
 

 
 
SUCCESSORS
 

 
 
 
 

Section 5.01
 
Merger, Consolidation or Sale of Assets
78

 
 
 
 

 
 
Article 6
 

 
 
 
 

 
 
DEFAULTS AND REMEDIES
 

 
 
 
 

 
 
Article 7
 

 
 
 
 

 
 
TRUSTEE
 

 
 
 
 

Section 7.01
 
Duties of Trustee
81

Section 7.02
 
Rights of Trustee
82

Section 7.03
 
Individual Rights of Trustee
84

Section 7.04
 
Trustee’s Disclaimer
84

Section 7.05
 
Notice of Defaults
84

Section 7.06
 
[Reserved]
84

Section 7.07
 
Compensation and Indemnity
84

Section 7.08
 
Replacement of the Trustee
85

Section 7.09
 
Successor Trustee by Merger, etc.
86

Section 7.10
 
Eligibility; Disqualification
86

 

- ii -

 

 

 
 
Article 8
 

 
 
 
 

 
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 

 
 
 
 

Section 8.03
 
Covenant Defeasance
87

 
 
 
 

 
 
Article 9
 

 
 
 
 

 
 
AMENDMENT, SUPPLEMENT AND WAIVER
 

 
 
 
 

Section 9.01
 
Without Consent of Holders of Notes
87

Section 9.02
 
With Consent of Holders of Notes
88

Section 9.03
 
Compliance with Trust Indenture Act
88

 
 
 
 

 
 
Article 12
 

 
 
 
 

 
 
MISCELLANEOUS
 

 
 
 
 

Section 12.13
 
Table of Contents, Headings, etc.
89

Section 12.17
 
Supplemental Indenture Controls
90

Section 12.18
 
Submission to Jurisdiction
90

 
 
 
 

 
 
Article 13
 

 
 
 
 

 
 
SATISFACTION AND DISCHARGE
 

 
 
 
 

Section 13.01
 
Satisfaction and Discharge of Supplemental Indenture
90

Section 13.02
 
Application of Trust Money
91

 

- iii -

 

 

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of January 13,

2026, (this “ Supplemental Indenture ”) among CCO Holdings, LLC, a Delaware limited liability company (the “ Company ”),

CCO Holdings Capital Corp., a Delaware corporation (“ Capital Corp ” and, together with the Company, the “ Issuers ”),

and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).

 

WHEREAS, the Issuers and the Trustee have previously

executed and delivered an Indenture, dated as of May 23, 2019 (the “ Base Indenture ”), providing for the issuance

from time to time of one or more series of senior debt securities of the Company and Capital Corp;

 

WHEREAS, Section 9.01 of the Base Indenture

provides that the Issuers and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other things, establish

the form or terms of any series of Notes (as defined in the Base Indenture) as permitted by Section 2.01 and Section 9.01 of

the Base Indenture;

 

WHEREAS, clause (9) of Section 9.01 of

the Base Indenture provides that the Issuers and the Trustee may enter into a supplemental indenture changing or eliminating any provision

of the Base Indenture; provided that any such change shall become effective only when there are no outstanding Notes (as defined

in the Base Indenture) of such series created prior to the execution of such supplemental indenture which is entitled to the benefit of

such provisions;

 

WHEREAS, the Issuers

are entering into this Supplemental Indenture to, among other things, establish the form and terms of (i) the Issuers’ new

series of 7.000% Senior Notes due 2033 (the “ 2033 Notes ”) and (ii) the Issuers’ new series of 7.375%

Senior Notes due 2036 (the “ 2036 Notes ” and, together with the 2033 Notes, the “ Notes ”) pursuant

to the Base Indenture, as modified by this Supplemental Indenture;

 

WHEREAS, clause (8) of Section 9.01 of

the Base Indenture provides that the Issuers may conform the Base Indenture, as amended and supplemented, or the Notes, as amended or

supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering document

applicable to such Notes at the time of the initial sale thereof; and

 

WHEREAS, all conditions necessary to authorize the

execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuers have been satisfied

or performed.

 

NOW, THEREFORE, in consideration of the agreements

and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuers

and the Trustee, for the benefit of each other and for the equal and ratable benefit of the Holders (as defined in the Base Indenture),

hereby enter into this Supplemental Indenture to, among other things, establish the terms of the Notes pursuant to Section 2.01 of

the Base Indenture and there is hereby established (i) the Issuers’ “7.000% Senior Notes due 2033” and (ii) the

Issuers’ “7.375% Senior Notes due 2036,” in each case, each as a separate series of Notes (as defined in the Base Indenture)

and such parties further agree that this Supplemental Indenture affects the Issuers’ 7.000% Senior Notes due 2033 and 7.375% Senior

Notes due 2036 only and not any other series of Notes (as defined in the Base Indenture).

 

 

 

 

Article 1

 

DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01             Definitions .

 

The terms defined in this Section 1.01 (except

as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires) for all purposes of this

Supplemental Indenture and of any indenture supplemental hereto that governs the Notes have the respective meanings specified in this

Section 1.01. All other terms used in this Supplemental Indenture that are defined in the Base Indenture, either directly or by reference

therein (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires), have

the respective meanings assigned to such terms in the Base Indenture as in force at the date of this Supplemental Indenture as originally

executed.

 

“ Acquired Debt ” means, with

respect to any specified Person, Indebtedness:

 

(1)             of

any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person,

whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming

a Restricted Subsidiary of, such specified Person; and

 

(2)             secured

by a Lien encumbering any asset acquired by such specified Person.

 

“ Additional Notes ” means Notes

issued pursuant to the terms of this Supplemental Indenture in addition to Initial Notes (other than any Notes issued in respect of Initial

Notes pursuant to Sections 2.06, 2.07, 2.10, 3.06, 3.09 or 4.16 of this Supplemental Indenture or Section 9.05 of the Base Indenture).

 

“ Affiliate ” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled

by” and “under common control with” shall have correlative meanings.

 

“ Applicable Percentage ” means

100.0%; provided that so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Applicable

Percentage shall be (1) 50% if, on a pro forma basis after giving effect to such Asset Sale and the use of proceeds therefrom the

Leverage Ratio would be less than or equal to 4.5 to 1.00 but greater than 4.00 to 1.00, or (2) 0.00% if, on a pro forma basis after

giving effect to such Asset Sale and the use of proceeds therefrom, the Leverage Ratio would be less than or equal to 4.00 to 1.00. Any

Net Proceeds in respect of an Asset Sale that does not constitute Applicable Proceeds as a result of the application of this definition

shall collectively constitute “ Total Leverage Excess Proceeds .”

 

“ Applicable Proceeds ” has the

meaning assigned to such term in Section 4.11.

 

- 2 -

 

 

“ Asset Acquisition ” means (a) an

Investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted

Subsidiary of the Company or any of its Restricted Subsidiaries or shall be merged with or into the Company or any of its Restricted Subsidiaries,

or (b) the acquisition by the Company or any of its Restricted Subsidiaries of the assets of any Person which constitute all or substantially

all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other

than in the ordinary course of business.

 

“ Asset Sale ” means:

 

(1)             the

sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of the Cable

Related Business or consistent with applicable past practices; provided that the sale, conveyance or other disposition of all or

substantially all of the assets of the Company and its Subsidiaries, taken as a whole, shall be governed by Section 4.16 and/or Section 5.01

and not by the provisions of Section 4.11; and

 

(2)             the

issuance of Equity Interests by any Restricted Subsidiary of the Company or the sale of Equity Interests in any Restricted Subsidiary

of the Company.

 

Notwithstanding the preceding, the following items

shall not be deemed to be Asset Sales:

 

(1)             any

single transaction or series of related transactions that: (a) involves assets having a fair market value of less than $500.0 million;

or (b) results in net proceeds to the Company and its Restricted Subsidiaries of less than $500.0 million;

 

(2)             a

transfer of assets between or among the Company and its Restricted Subsidiaries;

 

(3)             an

issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary

of the Company;

 

(4)             any

Restricted Payment that is permitted by Section 4.07, any Restricted Investment that is permitted by Section 4.08 or a Permitted

Investment;

 

(5)             the

incurrence of Liens not prohibited by this Supplemental Indenture and the disposition of assets related to such Liens by the secured party

pursuant to a foreclosure;

 

(6)             any

disposition of cash or Cash Equivalents;

 

(7)             any

surrender or waiver of contract rights or settlement, including, without limitation, with respect to Hedging Obligations;

 

(8)             like-kind

property exchanges under Section 1031 of the Internal Revenue Code;

 

- 3 -

 

 

(9)             non-exclusive

licenses of intellectual property;

 

(10)           any

disposition of Securitization Assets, or participations therein, in connection with any Permitted Securitization Financing, or the disposition

of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with

past practice; and

 

(11)           any

sale or disposition of inventory or accounts receivable in the ordinary course of business.

 

“ Base Indenture ” has the meaning

assigned to it in the preamble to this Supplemental Indenture.

 

“ Beneficial Owner ” has the meaning

assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as in effect on the Issue Date.

 

“ Board of Directors ” means the

board of directors or comparable governing body of Charter or if so specified the Company, in either case, as constituted as of the date

of any determination required to be made, or action required to be taken, pursuant to the Indenture.

 

“ Bright House Acquisition Agreement ”

means that certain Contribution Agreement, dated as of March 31, 2015, as amended on May 23, 2015, by and among Charter Communications, Inc.,

certain of its subsidiaries and the other parties thereto.

 

“ Cable Related Business ” means

the business of owning cable television systems and businesses ancillary, complementary and related thereto.

 

“ Capital Corp ” means CCO Holdings

Capital Corp., a Delaware corporation, and any successor Person thereto.

 

“ Capital Lease Obligation ” means,

at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time

be required to be capitalized on a balance sheet in accordance with GAAP.

 

“ Capital Stock ” means:

 

(1)             in

the case of a corporation, corporate stock;

 

(2)             in

the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)

of corporate stock;

 

(3)             in

the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

 

(4)             any

other interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits

and losses of, or distributions of assets of, the issuing Person.

 

- 4 -

 

 

“ Capital Stock Sale Proceeds ”

means the aggregate net proceeds (including the fair market value of the non-cash proceeds) received by the Company or its Restricted

Subsidiaries from and after April 1, 2010, in each case

 

(x)             as

a contribution to the common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock and other than

issuances or sales to a Subsidiary of the Company) of any Parent or the Company from and after April 1, 2010, or

 

(y)             from

the issue or sale of Disqualified Stock, debt securities or other Indebtedness of the Company that has been converted into or exchanged

for such Equity Interests (other than Equity Interests (or Disqualified Stock, debt securities or other Indebtedness) sold to a Subsidiary

of the Company).

 

“ Cash Equivalents ” means:

 

(1)             U.S.

dollars;

 

(2)             obligations

issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof ( provided that

the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the

date of acquisition;

 

(3)             certificates

of deposit, time deposits and euro-dollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’

acceptances with maturities not exceeding twelve months and overnight bank deposits, in each case, with (i) (A) any domestic

commercial bank and (B) any domestic branch of a foreign commercial bank, in each case, having combined capital and surplus in excess

of $500.0 million and (ii) any Lender (as defined under the Credit Agreement);

 

(4)             repurchase

obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above

entered into with any financial institution meeting the qualifications specified in clause (3) above;

 

(5)             commercial

paper having a rating at the time of acquisition of at least “P-1” from Moody’s, at least “F-1” from Fitch,

or at least “A-1” from S&P or carrying an equivalent rating by a nationally recognized ratings agency, if each of the

three named rating agencies cease publishing ratings of commercial paper issuers generally and in each case maturing within twelve months

after the date of acquisition;

 

(6)             corporate

debt obligations maturing within twelve months after the date of acquisition thereof, rated at the time of acquisition at least “Aaa”

or “P-1” by Moody’s, “AAA” or “F-1” from Fitch or “AAA” or “A-1” by

S&P;

 

(7)             auction-rate

Preferred Stocks of any corporation maturing not later than 90 days after the date of acquisition thereof, rated at the time of acquisition

at least “Aaa” by Moody’s, “AAA” from Fitch or “AAA” by S&P;

 

- 5 -

 

 

(8)             securities

issued by any state, commonwealth or territory of the United States, or by any foreign government or by any political subdivision or taxing

authority thereof, maturing not later than twelve months after the date of acquisition thereof, rated at the time of acquisition at least

“A” by Moody’s or “A” by S&P, or “A” by Fitch;

 

(9)             securities

with maturities of twelve (12) months or less from the date of acquisition backed by standby letters of credit issued by any Lender (as

defined under the Credit Agreement) or any commercial bank satisfying the requirements of clause (3) of this definition;

 

(10)           money

market mutual, or similar funds which constitute Cash Equivalents of the kinds described in clauses (1) through (9) of this

definition; or

 

(11)           other

short-term investments customarily used by similarly situated issuers in accordance with their normal investment practices for cash management.

 

“ CCH II ” means CCH II, LLC,

a Delaware limited liability company, and any successor Person thereto.

 

“ CCHC ” means Charter Communications

Holding Company, LLC, a Delaware limited liability company.

 

“ CCO ” means Charter Communications

Operating, LLC, a Delaware limited liability company, and any successor Person thereto.

 

“ Change of Control ” means the

occurrence of any of the following:

 

(1)             the

sale, transfer, conveyance or other disposition in one or a series of related transactions, of all or substantially all of the assets

of the Company and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person”

(as such term is used in Section 13(d)(3) of the Exchange Act) other than a Parent, the Company or a Restricted Subsidiary;

or

 

(2)             the

Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,

written notice or otherwise) any “person” (as defined above), other than a Parent, that is or becomes the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the Voting Stock

of the Company and such transaction has been consummated; provided that so long as the Company is a Subsidiary of a Parent, no person

shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Company unless

such person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Parent (other

than a Parent that is a Subsidiary of another Parent).

 

Notwithstanding the foregoing, (a) a transaction

will not be deemed to involve a Change of Control if (i) Charter becomes a direct or indirect wholly owned subsidiary of a holding

company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction

are substantially the same as the holders of Charter’s Voting Stock immediately prior to that transaction or (B) immediately

following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the Beneficial Owner,

directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than the number

of shares and (b) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting

Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party

to be a Beneficial Owner.

 

- 6 -

 

 

For the avoidance of doubt, (i) a Person or

group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement,

warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition

of the Voting Stock in connection with the transactions contemplated by such agreement and (ii) a Person or group will not be deemed

to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other

Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock

entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors

(or similar body) of such parent entity.

 

“ Change of Control Triggering Event ”

means the occurrence of both a Change of Control and a Ratings Event.

 

“ Charter ” means Charter Communications, Inc.,

a Delaware corporation and the indirect parent of the Issuers, and any successor thereto.

 

“ Charter Holdings ” means Charter

Communications Holdings, LLC, a Delaware limited liability company, and any successor Person thereto.

 

“ Charter Parent Refinancing Indebtedness ”

means any Indebtedness of a Parent issued in exchange for, or the net proceeds of which are used within 90 days after the date of issuance

thereof to extend, refinance, renew, replace, defease, purchase, acquire or refund (including successive extensions, refinancings, renewals,

replacements, defeasances, purchases, acquisitions or refunds), Indebtedness (including Acquired Debt) incurred by CCH II or any

of its Subsidiaries or which refinances such Indebtedness; provided that:

 

(1)             the

principal amount (or accreted value, if applicable) of such Charter Parent Refinancing Indebtedness does not exceed the principal amount

of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed,

replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection

therewith);

 

(2)             such

Charter Parent Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average

Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed,

replaced, defeased or refunded; and

 

(3)             is

classified as such by the Company.

 

- 7 -

 

 

“ Charter Subsidiary Refinancing Indebtedness ”

means any Indebtedness of a Parent issued in exchange for, or the net proceeds of which are used within 90 days after the date of issuance

thereof to extend, refinance, renew, replace, defease, purchase, acquire or refund (including successive extensions, refinancings, renewals,

replacements, defeasances, purchases, acquisitions or refunds), Indebtedness (including Acquired Debt) incurred by the Company or

any of its Subsidiaries or which refinances such Indebtedness; provided that:

 

(1)             the

principal amount (or accreted value, if applicable) of such Charter Subsidiary Refinancing Indebtedness does not exceed the principal

amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed,

replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection

therewith); and

 

(2)             such

Charter Subsidiary Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average

Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed,

replaced, defeased or refunded.

 

“ Company ” means CCO Holdings,

LLC and any successor Person thereto.

 

“ Consolidated EBITDA ” means

with respect to any Person, for any period, the net income of such Person and its Restricted Subsidiaries for such period plus, to the

extent such amount was deducted in calculating such net income:

 

(1)             Consolidated

Interest Expense of such Person and its Restricted Subsidiaries;

 

(2)             income

taxes;

 

(3)             depreciation

expense;

 

(4)             amortization

expense;

 

(5)             asset

impairments or write-downs or write-offs;

 

(6)             all

other non-cash items, extraordinary items, non-recurring and unusual items (including any restructuring charges, costs and expenses and

charges, costs and expenses related to litigation settlements or judgments and/or charges, costs and expenses related to asset acquisitions

and dispositions, including for the avoidance of doubt any transition or integration costs, charges or expenses and any charges costs,

or expenses related to relocation, start-up of any new product line, division, or new line of business) and the cumulative effects of

changes in accounting principles reducing such net income;

 

(7)             amounts

actually paid during such period pursuant to a deferred compensation plan;

 

- 8 -

 

 

(8)             any

premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness;

 

(9)             all

deferred financing costs written off in connection with the early extinguishment of Indebtedness, net of taxes;

 

(10)           all

costs, expenses and fees related to the issuance of the Notes;

 

(11)           the

amount of net “run-rate” cost savings, operating expense reductions, other operating improvements, revenue enhancements and

operating synergies (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result

of actions taken or to be taken in connection with any acquisition, investment, expansion, disposition or restructuring, operating improvements,

production and sourcing initiative, cost savings initiative, new initiatives, new product or service roll outs and entry into new markets

by the Issuers or any of their Subsidiaries, net of the amount of actual benefits realized during such period that are otherwise included

in the calculation of Consolidated EBITDA from such actions and only to the extent that the same have been realized or are reasonably

expected to be realized within twenty four (24) months of the date thereof (including from any action taken in whole or in part prior

on such date); provided that the aggregate amount added back pursuant to this clause (11) for any period shall not exceed 25% of

Consolidated EBITDA for such period prior to giving effect to this clause (11);

 

(12)           for

purposes of (x) Section 4.10 and (y) calculation of the Leverage Ratio in clause (15) of the second paragraph of Section 4.07

only, Management Fees;

 

(13)           the

amount of loss or discount on sale of Securitization Assets and related assets in connection with a Permitted Securitization Financing;

and

 

(14)           any

Securitization Fees;

 

provided that Consolidated

EBITDA shall not include:

 

(w)            the

net income (or net loss) of any Person that is not a Restricted Subsidiary (“ Other Person ”), except:

 

(i)              with

respect to net income, to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Restricted

Subsidiaries by such Other Person during such period; and

 

(ii)             with

respect to net losses, to the extent of the amount of investments made by such Person or any Restricted Subsidiary of such Person in such

Other Person during such period;

 

(x)             solely

for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (3) of the first paragraph

of Section 4.07 (and in such case, except to the extent includable pursuant to clause (w) above), the net income (or net loss)

of any Other Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with such Person or

any Restricted Subsidiaries or all or substantially all of the property and assets of such Other Person are acquired by such Person or

any of its Restricted Subsidiaries;

 

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(y)             solely

for purposes of clause (3) of the first paragraph of Section 4.07, the net income of any Restricted Subsidiary of the Company

to the extent that the payment of dividends or similar distributions by such Restricted Subsidiary of such net income is restricted by

the operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute,

rule or governmental regulation applicable to such Restricted Subsidiary, unless (x) such restriction with respect to the payment

of dividends or similar distributions has been legally waived or (y) such restriction is permitted by Section 4.09; provided 

that the net income of such Restricted Subsidiary shall be increased by the amount of dividends or other distributions or payments actually

paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein; and

 

(z)             effects

of any fresh start accounting adjustments.

 

“ Consolidated Indebtedness ”

means, with respect to any Person as of any date of determination, the sum, without duplication, of:

 

(1)             the

total amount of outstanding Indebtedness of such Person and its Restricted Subsidiaries (excluding (i) Indebtedness incurred by a

Securitization Subsidiary, (ii) obligations in respect of letters of credit, except to the extent of any unreimbursed amounts thereunder,

or (iii) supply chain financing agreements (as determined by the Issuers in good faith)), plus

 

(2)             the

total amount of Indebtedness of any other Person that has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries,

plus

 

(3)             the

aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Restricted Subsidiaries of such Person,

 

in each case, determined on a consolidated

basis in accordance with GAAP.

 

“ Consolidated Interest Expense ”

means, with respect to any Person for any period, without duplication, the sum of:

 

(1)             the

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without

limitation, amortization or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations,

the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred

in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations);

 

(2)             the

consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and

 

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(3)             any

interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured

by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); excluding,

however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary

is excluded in the calculation of Consolidated EBITDA pursuant to clause (x) of the definition thereof (but only in the same proportion

as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to clause (x) of

the definition thereof), in each case, on a consolidated basis and in accordance with GAAP.

 

“ Consolidated Net Tangible Assets ”

means, as of any date of determination, the total amount of assets (less applicable reserves and other properly deductible items) of the

Company and the Restricted Subsidiaries less the sum of (1) all goodwill, trade names, trademarks, patents, unamortized debt discount

and expense and other intangibles, and (2) all current liabilities, in each case, reflected on the most recent consolidated balance

sheet of the Company and the Restricted Subsidiaries as at the end of the most recent ended fiscal quarter for which financial statements

have been delivered pursuant to this Supplemental Indenture, determined on a consolidated basis in accordance with GAAP on a pro forma

basis to give effect to any acquisition or disposition of assets made after such balance sheet date and on or prior to the date of determination.

 

“ Contribution Indebtedness ”

means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than

the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by

an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through

the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the

making of the related cash contribution.

 

“ Credit Agreement ” means the

Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, as amended as of October 24,

2019 and as further amended as of May 26, 2022 among the Company, CCO, the lenders party thereto, Bank of America, N.A., as administrative

agent, and the other parties thereto together with the related documents thereto (including any term loans and revolving loans thereunder,

any guarantees and security documents), as further amended, amended and restated, extended, renewed, restated, supplemented or otherwise

modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time,

and any agreement (and related document) governing indebtedness incurred to refinance, in whole or in part, the borrowings and commitments

then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any

other lender or group of lenders.

 

“ Credit Facilities ” means, with

respect to the Company and/or its Restricted Subsidiaries, and with respect to any other entity as the context requires, one or more debt

facilities (including indentures), in each case with banks, lenders or noteholders (other than a Parent of the Issuers) providing for

revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose

entities formed to borrow from such lenders against such receivables) letters of credit, notes, guarantees, and commercial paper in each

case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

 

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“ Default ” means any event that

is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results

solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be

cured if such previous Default is cured prior to becoming an Event of Default.

 

“ Declined Excess Proceeds ” has

the meaning assigned to such term in Section 4.11.

 

“ Definitive Note ” means a certificated

Note registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A-1 

or Exhibit A-2 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of

Exchanges of Interests in the Global Note” attached thereto.

 

“ Depositary ” means, with respect

to the Global Notes, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors

thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Supplemental Indenture.

 

“ Derivative Instrument ” with

respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such

Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in

the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the

creditworthiness of the Issuers (the “ Performance References ”).

 

“ Designated Noncash Consideration ”

means the fair market value of noncash consideration received by the Issuers or a Restricted Subsidiary in connection with an Asset Sale

that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such

valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

 

“ Designated Parent Companies ”

means CCH II, Charter, CCHC and Charter Holdings.

 

“ Disposition ” means, with respect

to any Person, any merger, consolidation or other business combination involving such Person (whether or not such Person is the surviving

Person) or the sale, assignment, transfer, lease or conveyance or other disposition of all or substantially all of such Person’s

assets or Capital Stock.

 

“ Disqualified Stock ” means any

Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each

case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking

fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is

91 days after the earlier of the date on which the Notes mature or the date on which the Notes are no longer outstanding. Notwithstanding

the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to

require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute

Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant

to such provisions unless such repurchase or redemption complies with Section 4.07.

 

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“ Equity Interests ” means Capital

Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or

exchangeable for, Capital Stock).

 

“ Equity Offering ” means any

private or public issuance of Qualified Capital Stock of the Company or a Parent of which the gross proceeds to the Company or received

by the Company as a capital contribution from such Parent (directly or indirectly), as the case may be, are at least $25.0 million.

 

“ Exchange Notes ” means any notes

issued in exchange for Notes of a series pursuant to the Registration Rights Agreement or similar agreement.

 

“ Exchange Offer ” means the offer

of the Issuers to issue and deliver to Holders of Notes of a series that are not prohibited by law or policy of the SEC from participating

in such offer in exchange for such Notes, a like aggregate principal amount of Exchange Notes.

 

“ Exchange Offer Registration Statement ”

means a registration statement relating to the Exchange Offer as provided in the Registration Rights Agreement.

 

“ Existing Indebtedness ” means

Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date, until such amounts are repaid.

 

“ Fitch ” means Fitch, Inc.

or any successor to the rating agency business thereof.

 

“ GAAP ” means generally accepted

accounting principles in the United States which are in effect on September 27, 2010. At any time on or after the Issue Date, the

Issuers may elect to establish that GAAP shall mean GAAP as in effect on or prior to the date of such election; provided that any

such election, once made, shall be irrevocable. At any time after the Issue Date, the Issuers may elect to apply International Financial

Reporting Standards (“ IFRS ”) accounting principles in lieu of GAAP and, upon any such election, references herein to

GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall

be irrevocable; provided, further, that any calculation or determination in the Indenture that requires the application of GAAP for periods

that include fiscal quarters ended prior to the Issuers’ election to apply IFRS shall remain as previously calculated or determined

in accordance with GAAP. The Issuers shall give notice of any such election made in accordance with this definition to the Trustee.

 

If there occurs a change in IFRS or GAAP, as the

case may be, and such change would cause a change in the method of calculation of any standards, terms or measures (including all computations

of amounts and ratios) used in this Indenture (an “ Accounting Change ”), then the Issuers may elect that such standards,

terms or measures shall be calculated as if such Accounting Change had not occurred.

 

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“ Global Note Legend ” means the

legend set forth in Section 2.06(g)(ii) which is required to be placed on all Global Notes issued under this Supplemental Indenture.

 

“ Guarantee ” or “ guarantee ”

means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect,

in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in

respect thereof, of all or any part of any Indebtedness, measured as the lesser of the aggregate outstanding amount of the Indebtedness

so guaranteed and the face amount of the guarantee.

 

“ Guarantor ” means any Subsidiary

of the Company that executes a supplemental indenture and provides a Subsidiary Guarantee in accordance with Section 4.17 hereof.

 

“ Hedging Obligations ” means,

with respect to any Person, the obligations of such Person under:

 

(1)             interest

rate swap agreements, interest rate cap agreements and interest rate collar agreements;

 

(2)             interest

rate option agreements, foreign currency exchange agreements, foreign currency swap agreements; and

 

(3)             other

agreements or arrangements designed to protect such Person against fluctuations in interest and currency exchange rates.

 

“ Holder ” means a holder of the

Notes.

 

“ Indebtedness ” means, with respect

to any specified Person, any indebtedness of such Person, whether or not contingent:

 

(1)             in

respect of borrowed money;

 

(2)             evidenced

by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

 

(3)             in

respect of banker’s acceptances;

 

(4)             representing

Capital Lease Obligations;

 

(5)             in

respect of the balance deferred and unpaid of the purchase price of any property due more than six months after the property is acquired,

except any such balance that constitutes an accrued expense or trade payable; or

 

(6)             represented

by Hedging Obligations only to the extent an amount is then owed and is payable pursuant to the terms of such Hedging Obligations, if

and to the extent any of the preceding items would appear as a liability upon a balance sheet of the specified Person prepared in accordance

with GAAP.

 

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In addition, the term “Indebtedness”

includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed

by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

 

(1)             the

accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

 

(2)             the

principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

 

Notwithstanding the foregoing, the following shall

not constitute Indebtedness:

 

(1) payments required to be made pursuant to the Bright House Acquisition Agreement; and

 

(2) leases classified as operating leases under ASC 842.

 

“ Indenture ” means the Base Indenture,

as supplemented by this Supplemental Indenture and as further amended or supplemented from time to time with respect to the Notes.

 

“ Initial Notes ” means the Notes

issued on the Issue Date (and any Notes issued in respect thereof pursuant to Section 2.06, 2.07, 2.10, 3.06, 3.09 or 4.16 of this

Supplemental Indenture or Section 9.05 of the Base Indenture).

 

“ Initial Purchasers ” means Morgan

Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities

Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., BNP Paribas

Securities Corp., Credit Agricole Securities (USA) Inc., RBC Capital Markets, LLC, Goldman Sachs & Co. LLC, TD Securities (USA)

LLC, CIBC World Markets Corp., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and LionTree Advisors LLC.

 

“ Investment Grade Rating ” means

a rating equal to or higher than (x) in the case of Moody’s, Baa3 (or the equivalent), (y) in the case of S&P, BBB-

(or the equivalent) and (z) in the case of any other Rating Agency, the equivalent rating by such Rating Agency to the ratings described

in clauses (x) and (y).

 

“ Investments ” means, with respect

to any Person, all investments by such Person in other Persons, including Affiliates, in the forms of direct or indirect loans (including

guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances

to officers and employees made in the ordinary course of business) and purchases or other acquisitions for consideration of Indebtedness,

Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared

in accordance with GAAP.

 

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“ Issue Date ” means January 13,

2026.

 

“ Letter of Transmittal ” means

the letter of transmittal to be prepared by the Issuers and sent to all Holders of any Notes for use by such Holders in connection with

any Exchange Offer.

 

“ Leverage Ratio ” means, as to

the Company, as of any date, the ratio of:

 

(1)             the

Consolidated Indebtedness for borrowed money (less cash and Cash Equivalents that is unrestricted or is restricted in favor of holders

of Indebtedness included in calculating “Consolidated Indebtedness”) of the Company on such date to

 

(2)             the

aggregate amount of Consolidated EBITDA for the Company for the most recently ended fiscal quarter for which internal financial statements

are available multiplied by four (the “ Reference Period ”).

 

In addition to the foregoing, for purposes of this

definition, “Consolidated EBITDA” shall be calculated on a “pro forma” basis after giving effect to:

 

(1)             for

purposes of making the computations referred to above, any Investments, acquisitions, dispositions, mergers, consolidations and disposed

operations that have been made by the Issuers or any of their Restricted Subsidiaries, during the Reference Period or subsequent to such

Reference Period and on or prior to the date of the calculation of the Leverage Ratio shall be calculated on a pro forma basis assuming

that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed or discontinued operations (and the change

in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Reference Period. If since the beginning of such period

any Person that subsequently became a Restricted Subsidiary or was merged with or into any Issuer or any of their Restricted Subsidiaries

since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed or discontinued

operation that would have required adjustment pursuant to this definition, then the Leverage Ratio shall be calculated giving pro forma

effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred

at the beginning of the applicable Reference Period;

 

(2)             the

incurrence of the Indebtedness or the issuance of the Disqualified Stock or other Preferred Stock (and the application of the proceeds

therefrom) giving rise to the need to make such calculation and any incurrence or issuance (and the application of the proceeds therefrom)

or repayment of other Indebtedness, Disqualified Stock or Preferred Stock, other than the incurrence or repayment of Indebtedness for

ordinary working capital purposes, at any time subsequent to the beginning of the Reference Period and on or prior to the date of determination,