SEC filing – odaterad – 0001104659-26-003739-xbrl.zip

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.

 

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“ 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.

 

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“ 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.

 

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“ 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;

 

- 13 -

 

 

(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;

 

- 15 -

 

 

(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.

 

- 21 -

 

 

(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.

 

- 22 -

 

 

(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).

 

- 23 -

 

 

(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