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

Exhibit 4.2

 

Execution Version

 

 

 

CCO HOLDINGS, LLC and CCO HOLDINGS CAPITAL CORP.,


as Issuers,

 

and

 

The

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

as Trustee

 

 

 

ELEVENTH

SUPPLEMENTAL INDENTURE

 

Dated as of January 13, 2026

 

 

 

7.000% Senior Notes due 2033

7.375% Senior Notes due 2036

 

 

 

 

 

 

TABLE OF CONTENTS

 

 
 
 
Page

 
 
 
 

 
 
Article 1
 

 
 
 
 

 
 
DEFINITIONS AND INCORPORATION BY REFERENCE
 

 
 
 
 

Section 1.01
 
Definitions
2

Section 1.02
 
Other Definitions
32

 
 
 
 

 
 
Article 2
 

 
 
 
 

 
 
THE NOTES
 

 
 
 
 

Section 2.01
 
Form and Dating
33

Section 2.02
 
Execution and Authentication
34

Section 2.03
 
Registrar and Paying Agent
35

Section 2.04
 
Paying Agent to Hold Money in Trust
35

Section 2.05
 
Holder Lists
36

Section 2.06
 
Transfer and Exchange
36

Section 2.07
 
Replacement Notes
49

Section 2.08
 
Outstanding Notes
50

Section 2.09
 
Treasury Notes
50

Section 2.10
 
Temporary Notes
50

Section 2.11
 
Cancellation
51

Section 2.12
 
Defaulted Interest
51

Section 2.13
 
CUSIP Numbers
51

 
 
 
 

 
 
Article 3
 

 
 
 
 

 
 
REDEMPTION AND PREPAYMENT
 

 
 
 
 

Section 3.01
 
Notices to Trustee
51

Section 3.02
 
Selection of Notes to Be Redeemed
52

Section 3.03
 
Notice of Redemption
52

Section 3.04
 
Effect of Notice of Redemption
53

Section 3.05
 
Deposit of Redemption Price
53

Section 3.06
 
Notes Redeemed in Part
54

Section 3.07
 
Optional Redemption
54

Section 3.08
 
Mandatory Redemption
56

Section 3.09
 
Offer to Purchase by Application of Excess Proceeds
56

 

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Article 4
 

 
 
 
 

 
 
COVENANTS
 

 
 
 
 

Section 4.03
 
Reports
58

Section 4.04
 
Compliance Certificate
59

Section 4.05
 
Taxes
59

Section 4.06
 
Stay, Extension and Usury Laws
59

Section 4.07
 
Restricted Payments
60

Section 4.08
 
Investments
64

Section 4.09
 
Dividend and Other Payment Restrictions Affecting Subsidiaries
65

Section 4.10
 
Incurrence of Indebtedness and Issuance of Preferred Stock
67

Section 4.11
 
Limitation on Asset Sales
70

Section 4.12
 
[Reserved]
72

Section 4.13
 
Transactions with Affiliates
72

Section 4.14
 
Liens
74

Section 4.15
 
Existence
74

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

Section 4.17
 
Limitation on Issuances of Guarantees of Indebtedness
77

Section 4.18
 
Special Interest Notice
77

Section 4.19
 
Termination of Covenants
78

 
 
 
 

 
 
Article 5
 

 
 
 
 

 
 
SUCCESSORS
 

 
 
 
 

Section 5.01
 
Merger, Consolidation or Sale of Assets
78

 
 
 
 

 
 
Article 6
 

 
 
 
 

 
 
DEFAULTS AND REMEDIES
 

 
 
 
 

 
 
Article 7
 

 
 
 
 

 
 
TRUSTEE
 

 
 
 
 

Section 7.01
 
Duties of Trustee
81

Section 7.02
 
Rights of Trustee
82

Section 7.03
 
Individual Rights of Trustee
84

Section 7.04
 
Trustee’s Disclaimer
84

Section 7.05
 
Notice of Defaults
84

Section 7.06
 
[Reserved]
84

Section 7.07
 
Compensation and Indemnity
84

Section 7.08
 
Replacement of the Trustee
85

Section 7.09
 
Successor Trustee by Merger, etc.
86

Section 7.10
 
Eligibility; Disqualification
86

 

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Article 8
 

 
 
 
 

 
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 

 
 
 
 

Section 8.03
 
Covenant Defeasance
87

 
 
 
 

 
 
Article 9
 

 
 
 
 

 
 
AMENDMENT, SUPPLEMENT AND WAIVER
 

 
 
 
 

Section 9.01
 
Without Consent of Holders of Notes
87

Section 9.02
 
With Consent of Holders of Notes
88

Section 9.03
 
Compliance with Trust Indenture Act
88

 
 
 
 

 
 
Article 12
 

 
 
 
 

 
 
MISCELLANEOUS
 

 
 
 
 

Section 12.13
 
Table of Contents, Headings, etc.
89

Section 12.17
 
Supplemental Indenture Controls
90

Section 12.18
 
Submission to Jurisdiction
90

 
 
 
 

 
 
Article 13
 

 
 
 
 

 
 
SATISFACTION AND DISCHARGE
 

 
 
 
 

Section 13.01
 
Satisfaction and Discharge of Supplemental Indenture
90

Section 13.02
 
Application of Trust Money
91

 

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ELEVENTH SUPPLEMENTAL INDENTURE, dated as of January 13,

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

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

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

 

WHEREAS, the Issuers and the Trustee have previously

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

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

 

WHEREAS, Section 9.01 of the Base Indenture

provides that the Issuers and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other things, establish

the form or terms of any series of Notes (as defined in the Base Indenture) as permitted by Section 2.01 and Section 9.01 of

the Base Indenture;

 

WHEREAS, clause (9) of Section 9.01 of

the Base Indenture provides that the Issuers and the Trustee may enter into a supplemental indenture changing or eliminating any provision

of the Base Indenture; provided that any such change shall become effective only when there are no outstanding Notes (as defined

in the Base Indenture) of such series created prior to the execution of such supplemental indenture which is entitled to the benefit of

such provisions;

 

WHEREAS, the Issuers

are entering into this Supplemental Indenture to, among other things, establish the form and terms of (i) the Issuers’ new

series of 7.000% Senior Notes due 2033 (the “ 2033 Notes ”) and (ii) the Issuers’ new series of 7.375%

Senior Notes due 2036 (the “ 2036 Notes ” and, together with the 2033 Notes, the “ Notes ”) pursuant

to the Base Indenture, as modified by this Supplemental Indenture;

 

WHEREAS, clause (8) of Section 9.01 of

the Base Indenture provides that the Issuers may conform the Base Indenture, as amended and supplemented, or the Notes, as amended or

supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering document

applicable to such Notes at the time of the initial sale thereof; and

 

WHEREAS, all conditions necessary to authorize the

execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuers have been satisfied

or performed.

 

NOW, THEREFORE, in consideration of the agreements

and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuers

and the Trustee, for the benefit of each other and for the equal and ratable benefit of the Holders (as defined in the Base Indenture),

hereby enter into this Supplemental Indenture to, among other things, establish the terms of the Notes pursuant to Section 2.01 of

the Base Indenture and there is hereby established (i) the Issuers’ “7.000% Senior Notes due 2033” and (ii) the

Issuers’ “7.375% Senior Notes due 2036,” in each case, each as a separate series of Notes (as defined in the Base Indenture)

and such parties further agree that this Supplemental Indenture affects the Issuers’ 7.000% Senior Notes due 2033 and 7.375% Senior

Notes due 2036 only and not any other series of Notes (as defined in the Base Indenture).

 

 

 

 

Article 1

 

DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01             Definitions .

 

The terms defined in this Section 1.01 (except

as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires) for all purposes of this

Supplemental Indenture and of any indenture supplemental hereto that governs the Notes have the respective meanings specified in this

Section 1.01. All other terms used in this Supplemental Indenture that are defined in the Base Indenture, either directly or by reference

therein (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires), have

the respective meanings assigned to such terms in the Base Indenture as in force at the date of this Supplemental Indenture as originally

executed.

 

“ Acquired Debt ” means, with

respect to any specified Person, Indebtedness:

 

(1)             of

any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person,

whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming

a Restricted Subsidiary of, such specified Person; and

 

(2)             secured

by a Lien encumbering any asset acquired by such specified Person.

 

“ Additional Notes ” means Notes

issued pursuant to the terms of this Supplemental Indenture in addition to Initial Notes (other than any Notes issued in respect of Initial

Notes pursuant to Sections 2.06, 2.07, 2.10, 3.06, 3.09 or 4.16 of this Supplemental Indenture or Section 9.05 of the Base Indenture).

 

“ Affiliate ” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled

by” and “under common control with” shall have correlative meanings.

 

“ Applicable Percentage ” means

100.0%; provided that so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Applicable

Percentage shall be (1) 50% if, on a pro forma basis after giving effect to such Asset Sale and the use of proceeds therefrom the

Leverage Ratio would be less than or equal to 4.5 to 1.00 but greater than 4.00 to 1.00, or (2) 0.00% if, on a pro forma basis after

giving effect to such Asset Sale and the use of proceeds therefrom, the Leverage Ratio would be less than or equal to 4.00 to 1.00. Any

Net Proceeds in respect of an Asset Sale that does not constitute Applicable Proceeds as a result of the application of this definition

shall collectively constitute “ Total Leverage Excess Proceeds .”

 

“ Applicable Proceeds ” has the

meaning assigned to such term in Section 4.11.

 

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“ Asset Acquisition ” means (a) an

Investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted

Subsidiary of the Company or any of its Restricted Subsidiaries or shall be merged with or into the Company or any of its Restricted Subsidiaries,

or (b) the acquisition by the Company or any of its Restricted Subsidiaries of the assets of any Person which constitute all or substantially

all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other

than in the ordinary course of business.

 

“ Asset Sale ” means:

 

(1)             the

sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of the Cable

Related Business or consistent with applicable past practices; provided that the sale, conveyance or other disposition of all or

substantially all of the assets of the Company and its Subsidiaries, taken as a whole, shall be governed by Section 4.16 and/or Section 5.01

and not by the provisions of Section 4.11; and

 

(2)             the

issuance of Equity Interests by any Restricted Subsidiary of the Company or the sale of Equity Interests in any Restricted Subsidiary

of the Company.

 

Notwithstanding the preceding, the following items

shall not be deemed to be Asset Sales:

 

(1)             any

single transaction or series of related transactions that: (a) involves assets having a fair market value of less than $500.0 million;

or (b) results in net proceeds to the Company and its Restricted Subsidiaries of less than $500.0 million;

 

(2)             a

transfer of assets between or among the Company and its Restricted Subsidiaries;

 

(3)             an

issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary

of the Company;

 

(4)             any

Restricted Payment that is permitted by Section 4.07, any Restricted Investment that is permitted by Section 4.08 or a Permitted

Investment;

 

(5)             the

incurrence of Liens not prohibited by this Supplemental Indenture and the disposition of assets related to such Liens by the secured party

pursuant to a foreclosure;

 

(6)             any

disposition of cash or Cash Equivalents;

 

(7)             any

surrender or waiver of contract rights or settlement, including, without limitation, with respect to Hedging Obligations;

 

(8)             like-kind

property exchanges under Section 1031 of the Internal Revenue Code;

 

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(9)             non-exclusive

licenses of intellectual property;

 

(10)           any

disposition of Securitization Assets, or participations therein, in connection with any Permitted Securitization Financing, or the disposition

of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with

past practice; and

 

(11)           any

sale or disposition of inventory or accounts receivable in the ordinary course of business.

 

“ Base Indenture ” has the meaning

assigned to it in the preamble to this Supplemental Indenture.

 

“ Beneficial Owner ” has the meaning

assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as in effect on the Issue Date.

 

“ Board of Directors ” means the

board of directors or comparable governing body of Charter or if so specified the Company, in either case, as constituted as of the date

of any determination required to be made, or action required to be taken, pursuant to the Indenture.

 

“ Bright House Acquisition Agreement ”

means that certain Contribution Agreement, dated as of March 31, 2015, as amended on May 23, 2015, by and among Charter Communications, Inc.,

certain of its subsidiaries and the other parties thereto.

 

“ Cable Related Business ” means

the business of owning cable television systems and businesses ancillary, complementary and related thereto.

 

“ Capital Corp ” means CCO Holdings

Capital Corp., a Delaware corporation, and any successor Person thereto.

 

“ Capital Lease Obligation ” means,

at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time

be required to be capitalized on a balance sheet in accordance with GAAP.

 

“ Capital Stock ” means:

 

(1)             in

the case of a corporation, corporate stock;

 

(2)             in

the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)

of corporate stock;

 

(3)             in

the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

 

(4)             any

other interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits

and losses of, or distributions of assets of, the issuing Person.

 

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“ Capital Stock Sale Proceeds ”

means the aggregate net proceeds (including the fair market value of the non-cash proceeds) received by the Company or its Restricted

Subsidiaries from and after April 1, 2010, in each case

 

(x)             as

a contribution to the common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock and other than

issuances or sales to a Subsidiary of the Company) of any Parent or the Company from and after April 1, 2010, or

 

(y)             from

the issue or sale of Disqualified Stock, debt securities or other Indebtedness of the Company that has been converted into or exchanged

for such Equity Interests (other than Equity Interests (or Disqualified Stock, debt securities or other Indebtedness) sold to a Subsidiary

of the Company).

 

“ Cash Equivalents ” means:

 

(1)             U.S.

dollars;

 

(2)             obligations

issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof ( provided that

the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the

date of acquisition;

 

(3)             certificates

of deposit, time deposits and euro-dollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’

acceptances with maturities not exceeding twelve months and overnight bank deposits, in each case, with (i) (A) any domestic

commercial bank and (B) any domestic branch of a foreign commercial bank, in each case, having combined capital and surplus in excess

of $500.0 million and (ii) any Lender (as defined under the Credit Agreement);

 

(4)             repurchase

obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above

entered into with any financial institution meeting the qualifications specified in clause (3) above;

 

(5)             commercial

paper having a rating at the time of acquisition of at least “P-1” from Moody’s, at least “F-1” from Fitch,

or at least “A-1” from S&P or carrying an equivalent rating by a nationally recognized ratings agency, if each of the

three named rating agencies cease publishing ratings of commercial paper issuers generally and in each case maturing within twelve months

after the date of acquisition;

 

(6)             corporate

debt obligations maturing within twelve months after the date of acquisition thereof, rated at the time of acquisition at least “Aaa”

or “P-1” by Moody’s, “AAA” or “F-1” from Fitch or “AAA” or “A-1” by

S&P;

 

(7)             auction-rate

Preferred Stocks of any corporation maturing not later than 90 days after the date of acquisition thereof, rated at the time of acquisition

at least “Aaa” by Moody’s, “AAA” from Fitch or “AAA” by S&P;

 

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(8)             securities

issued by any state, commonwealth or territory of the United States, or by any foreign government or by any political subdivision or taxing

authority thereof, maturing not later than twelve months after the date of acquisition thereof, rated at the time of acquisition at least

“A” by Moody’s or “A” by S&P, or “A” by Fitch;

 

(9)             securities

with maturities of twelve (12) months or less from the date of acquisition backed by standby letters of credit issued by any Lender (as

defined under the Credit Agreement) or any commercial bank satisfying the requirements of clause (3) of this definition;

 

(10)           money

market mutual, or similar funds which constitute Cash Equivalents of the kinds described in clauses (1) through (9) of this

definition; or

 

(11)           other

short-term investments customarily used by similarly situated issuers in accordance with their normal investment practices for cash management.

 

“ CCH II ” means CCH II, LLC,

a Delaware limited liability company, and any successor Person thereto.

 

“ CCHC ” means Charter Communications

Holding Company, LLC, a Delaware limited liability company.

 

“ CCO ” means Charter Communications

Operating, LLC, a Delaware limited liability company, and any successor Person thereto.

 

“ Change of Control ” means the

occurrence of any of the following:

 

(1)             the

sale, transfer, conveyance or other disposition in one or a series of related transactions, of all or substantially all of the assets

of the Company and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries, taken as a whole, to any “person”

(as such term is used in Section 13(d)(3) of the Exchange Act) other than a Parent, the Company or a Restricted Subsidiary;

or

 

(2)             the

Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,

written notice or otherwise) any “person” (as defined above), other than a Parent, that is or becomes the “beneficial

owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the Voting Stock

of the Company and such transaction has been consummated; provided that so long as the Company is a Subsidiary of a Parent, no person

shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Company unless

such person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Parent (other

than a Parent that is a Subsidiary of another Parent).

 

Notwithstanding the foregoing, (a) a transaction

will not be deemed to involve a Change of Control if (i) Charter becomes a direct or indirect wholly owned subsidiary of a holding

company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction

are substantially the same as the holders of Charter’s Voting Stock immediately prior to that transaction or (B) immediately

following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the Beneficial Owner,

directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than the number

of shares and (b) the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting

Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party

to be a Beneficial Owner.

 

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For the avoidance of doubt, (i) a Person or

group shall not be deemed to beneficially own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement,

warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition

of the Voting Stock in connection with the transactions contemplated by such agreement and (ii) a Person or group will not be deemed

to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other

Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock

entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors

(or similar body) of such parent entity.

 

“ Change of Control Triggering Event ”

means the occurrence of both a Change of Control and a Ratings Event.

 

“ Charter ” means Charter Communications, Inc.,

a Delaware corporation and the indirect parent of the Issuers, and any successor thereto.

 

“ Charter Holdings ” means Charter

Communications Holdings, LLC, a Delaware limited liability company, and any successor Person thereto.

 

“ Charter Parent Refinancing Indebtedness ”

means any Indebtedness of a Parent issued in exchange for, or the net proceeds of which are used within 90 days after the date of issuance

thereof to extend, refinance, renew, replace, defease, purchase, acquire or refund (including successive extensions, refinancings, renewals,

replacements, defeasances, purchases, acquisitions or refunds), Indebtedness (including Acquired Debt) incurred by CCH II or any

of its Subsidiaries or which refinances such Indebtedness; provided that:

 

(1)             the

principal amount (or accreted value, if applicable) of such Charter Parent Refinancing Indebtedness does not exceed the principal amount

of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed,

replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection

therewith);

 

(2)             such

Charter Parent Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average

Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed,

replaced, defeased or refunded; and

 

(3)             is

classified as such by the Company.

 

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“ Charter Subsidiary Refinancing Indebtedness ”

means any Indebtedness of a Parent issued in exchange for, or the net proceeds of which are used within 90 days after the date of issuance

thereof to extend, refinance, renew, replace, defease, purchase, acquire or refund (including successive extensions, refinancings, renewals,

replacements, defeasances, purchases, acquisitions or refunds), Indebtedness (including Acquired Debt) incurred by the Company or

any of its Subsidiaries or which refinances such Indebtedness; provided that:

 

(1)             the

principal amount (or accreted value, if applicable) of such Charter Subsidiary Refinancing Indebtedness does not exceed the principal

amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed,

replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred in connection

therewith); and

 

(2)             such

Charter Subsidiary Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average

Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed,

replaced, defeased or refunded.

 

“ Company ” means CCO Holdings,

LLC and any successor Person thereto.

 

“ Consolidated EBITDA ” means

with respect to any Person, for any period, the net income of such Person and its Restricted Subsidiaries for such period plus, to the

extent such amount was deducted in calculating such net income:

 

(1)             Consolidated

Interest Expense of such Person and its Restricted Subsidiaries;

 

(2)             income

taxes;

 

(3)             depreciation

expense;

 

(4)             amortization

expense;

 

(5)             asset

impairments or write-downs or write-offs;

 

(6)             all

other non-cash items, extraordinary items, non-recurring and unusual items (including any restructuring charges, costs and expenses and

charges, costs and expenses related to litigation settlements or judgments and/or charges, costs and expenses related to asset acquisitions

and dispositions, including for the avoidance of doubt any transition or integration costs, charges or expenses and any charges costs,

or expenses related to relocation, start-up of any new product line, division, or new line of business) and the cumulative effects of

changes in accounting principles reducing such net income;

 

(7)             amounts

actually paid during such period pursuant to a deferred compensation plan;

 

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(8)             any

premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness;

 

(9)             all

deferred financing costs written off in connection with the early extinguishment of Indebtedness, net of taxes;

 

(10)           all

costs, expenses and fees related to the issuance of the Notes;

 

(11)           the

amount of net “run-rate” cost savings, operating expense reductions, other operating improvements, revenue enhancements and

operating synergies (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result

of actions taken or to be taken in connection with any acquisition, investment, expansion, disposition or restructuring, operating improvements,

production and sourcing initiative, cost savings initiative, new initiatives, new product or service roll outs and entry into new markets

by the Issuers or any of their Subsidiaries, net of the amount of actual benefits realized during such period that are otherwise included

in the calculation of Consolidated EBITDA from such actions and only to the extent that the same have been realized or are reasonably

expected to be realized within twenty four (24) months of the date thereof (including from any action taken in whole or in part prior

on such date); provided that the aggregate amount added back pursuant to this clause (11) for any period shall not exceed 25% of

Consolidated EBITDA for such period prior to giving effect to this clause (11);

 

(12)           for

purposes of (x) Section 4.10 and (y) calculation of the Leverage Ratio in clause (15) of the second paragraph of Section 4.07

only, Management Fees;

 

(13)           the

amount of loss or discount on sale of Securitization Assets and related assets in connection with a Permitted Securitization Financing;

and

 

(14)           any

Securitization Fees;

 

provided that Consolidated

EBITDA shall not include:

 

(w)            the

net income (or net loss) of any Person that is not a Restricted Subsidiary (“ Other Person ”), except:

 

(i)              with

respect to net income, to the extent of the amount of dividends or other distributions actually paid to such Person or any of its Restricted

Subsidiaries by such Other Person during such period; and

 

(ii)             with

respect to net losses, to the extent of the amount of investments made by such Person or any Restricted Subsidiary of such Person in such

Other Person during such period;

 

(x)             solely

for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (3) of the first paragraph

of Section 4.07 (and in such case, except to the extent includable pursuant to clause (w) above), the net income (or net loss)

of any Other Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with such Person or

any Restricted Subsidiaries or all or substantially all of the property and assets of such Other Person are acquired by such Person or

any of its Restricted Subsidiaries;

 

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(y)             solely

for purposes of clause (3) of the first paragraph of Section 4.07, the net income of any Restricted Subsidiary of the Company

to the extent that the payment of dividends or similar distributions by such Restricted Subsidiary of such net income is restricted by

the operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute,

rule or governmental regulation applicable to such Restricted Subsidiary, unless (x) such restriction with respect to the payment

of dividends or similar distributions has been legally waived or (y) such restriction is permitted by Section 4.09; provided 

that the net income of such Restricted Subsidiary shall be increased by the amount of dividends or other distributions or payments actually

paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein; and

 

(z)             effects

of any fresh start accounting adjustments.

 

“ Consolidated Indebtedness ”

means, with respect to any Person as of any date of determination, the sum, without duplication, of:

 

(1)             the

total amount of outstanding Indebtedness of such Person and its Restricted Subsidiaries (excluding (i) Indebtedness incurred by a

Securitization Subsidiary, (ii) obligations in respect of letters of credit, except to the extent of any unreimbursed amounts thereunder,

or (iii) supply chain financing agreements (as determined by the Issuers in good faith)), plus

 

(2)             the

total amount of Indebtedness of any other Person that has been Guaranteed by the referent Person or one or more of its Restricted Subsidiaries,

plus

 

(3)             the

aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Restricted Subsidiaries of such Person,

 

in each case, determined on a consolidated

basis in accordance with GAAP.

 

“ Consolidated Interest Expense ”

means, with respect to any Person for any period, without duplication, the sum of:

 

(1)             the

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without

limitation, amortization or original issue discount, non-cash interest payments, the interest component of any deferred payment obligations,

the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred

in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations);

 

(2)             the

consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and

 

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(3)             any

interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured

by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon); excluding,

however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net income of such Restricted Subsidiary

is excluded in the calculation of Consolidated EBITDA pursuant to clause (x) of the definition thereof (but only in the same proportion

as the net income of such Restricted Subsidiary is excluded from the calculation of Consolidated EBITDA pursuant to clause (x) of

the definition thereof), in each case, on a consolidated basis and in accordance with GAAP.

 

“ Consolidated Net Tangible Assets ”

means, as of any date of determination, the total amount of assets (less applicable reserves and other properly deductible items) of the

Company and the Restricted Subsidiaries less the sum of (1) all goodwill, trade names, trademarks, patents, unamortized debt discount

and expense and other intangibles, and (2) all current liabilities, in each case, reflected on the most recent consolidated balance

sheet of the Company and the Restricted Subsidiaries as at the end of the most recent ended fiscal quarter for which financial statements

have been delivered pursuant to this Supplemental Indenture, determined on a consolidated basis in accordance with GAAP on a pro forma

basis to give effect to any acquisition or disposition of assets made after such balance sheet date and on or prior to the date of determination.

 

“ Contribution Indebtedness ”

means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than

the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by

an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through

the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the

making of the related cash contribution.

 

“ Credit Agreement ” means the

Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, as amended as of October 24,

2019 and as further amended as of May 26, 2022 among the Company, CCO, the lenders party thereto, Bank of America, N.A., as administrative

agent, and the other parties thereto together with the related documents thereto (including any term loans and revolving loans thereunder,

any guarantees and security documents), as further amended, amended and restated, extended, renewed, restated, supplemented or otherwise

modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time,

and any agreement (and related document) governing indebtedness incurred to refinance, in whole or in part, the borrowings and commitments

then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any

other lender or group of lenders.

 

“ Credit Facilities ” means, with

respect to the Company and/or its Restricted Subsidiaries, and with respect to any other entity as the context requires, one or more debt

facilities (including indentures), in each case with banks, lenders or noteholders (other than a Parent of the Issuers) providing for

revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose

entities formed to borrow from such lenders against such receivables) letters of credit, notes, guarantees, and commercial paper in each

case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

 

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“ Default ” means any event that

is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results

solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be

cured if such previous Default is cured prior to becoming an Event of Default.

 

“ Declined Excess Proceeds ” has

the meaning assigned to such term in Section 4.11.

 

“ Definitive Note ” means a certificated

Note registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A-1 

or Exhibit A-2 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of

Exchanges of Interests in the Global Note” attached thereto.

 

“ Depositary ” means, with respect

to the Global Notes, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors

thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Supplemental Indenture.

 

“ Derivative Instrument ” with

respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such

Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in

the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the

creditworthiness of the Issuers (the “ Performance References ”).

 

“ Designated Noncash Consideration ”

means the fair market value of noncash consideration received by the Issuers or a Restricted Subsidiary in connection with an Asset Sale

that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such

valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

 

“ Designated Parent Companies ”

means CCH II, Charter, CCHC and Charter Holdings.

 

“ Disposition ” means, with respect

to any Person, any merger, consolidation or other business combination involving such Person (whether or not such Person is the surviving

Person) or the sale, assignment, transfer, lease or conveyance or other disposition of all or substantially all of such Person’s

assets or Capital Stock.

 

“ Disqualified Stock ” means any

Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each

case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking

fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is

91 days after the earlier of the date on which the Notes mature or the date on which the Notes are no longer outstanding. Notwithstanding

the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to

require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute

Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant

to such provisions unless such repurchase or redemption complies with Section 4.07.

 

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“ Equity Interests ” means Capital

Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or

exchangeable for, Capital Stock).

 

“ Equity Offering ” means any

private or public issuance of Qualified Capital Stock of the Company or a Parent of which the gross proceeds to the Company or received

by the Company as a capital contribution from such Parent (directly or indirectly), as the case may be, are at least $25.0 million.

 

“ Exchange Notes ” means any notes

issued in exchange for Notes of a series pursuant to the Registration Rights Agreement or similar agreement.

 

“ Exchange Offer ” means the offer

of the Issuers to issue and deliver to Holders of Notes of a series that are not prohibited by law or policy of the SEC from participating

in such offer in exchange for such Notes, a like aggregate principal amount of Exchange Notes.

 

“ Exchange Offer Registration Statement ”

means a registration statement relating to the Exchange Offer as provided in the Registration Rights Agreement.

 

“ Existing Indebtedness ” means

Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date, until such amounts are repaid.

 

“ Fitch ” means Fitch, Inc.

or any successor to the rating agency business thereof.

 

“ GAAP ” means generally accepted

accounting principles in the United States which are in effect on September 27, 2010. At any time on or after the Issue Date, the

Issuers may elect to establish that GAAP shall mean GAAP as in effect on or prior to the date of such election; provided that any

such election, once made, shall be irrevocable. At any time after the Issue Date, the Issuers may elect to apply International Financial

Reporting Standards (“ IFRS ”) accounting principles in lieu of GAAP and, upon any such election, references herein to

GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall

be irrevocable; provided, further, that any calculation or determination in the Indenture that requires the application of GAAP for periods

that include fiscal quarters ended prior to the Issuers’ election to apply IFRS shall remain as previously calculated or determined

in accordance with GAAP. The Issuers shall give notice of any such election made in accordance with this definition to the Trustee.

 

If there occurs a change in IFRS or GAAP, as the

case may be, and such change would cause a change in the method of calculation of any standards, terms or measures (including all computations

of amounts and ratios) used in this Indenture (an “ Accounting Change ”), then the Issuers may elect that such standards,

terms or measures shall be calculated as if such Accounting Change had not occurred.

 

- 13 -

 

 

“ Global Note Legend ” means the

legend set forth in Section 2.06(g)(ii) which is required to be placed on all Global Notes issued under this Supplemental Indenture.

 

“ Guarantee ” or “ guarantee ”

means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect,

in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in

respect thereof, of all or any part of any Indebtedness, measured as the lesser of the aggregate outstanding amount of the Indebtedness

so guaranteed and the face amount of the guarantee.

 

“ Guarantor ” means any Subsidiary

of the Company that executes a supplemental indenture and provides a Subsidiary Guarantee in accordance with Section 4.17 hereof.

 

“ Hedging Obligations ” means,

with respect to any Person, the obligations of such Person under:

 

(1)             interest

rate swap agreements, interest rate cap agreements and interest rate collar agreements;

 

(2)             interest

rate option agreements, foreign currency exchange agreements, foreign currency swap agreements; and

 

(3)             other

agreements or arrangements designed to protect such Person against fluctuations in interest and currency exchange rates.

 

“ Holder ” means a holder of the

Notes.

 

“ Indebtedness ” means, with respect

to any specified Person, any indebtedness of such Person, whether or not contingent:

 

(1)             in

respect of borrowed money;

 

(2)             evidenced

by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

 

(3)             in

respect of banker’s acceptances;

 

(4)             representing

Capital Lease Obligations;

 

(5)             in

respect of the balance deferred and unpaid of the purchase price of any property due more than six months after the property is acquired,

except any such balance that constitutes an accrued expense or trade payable; or

 

(6)             represented

by Hedging Obligations only to the extent an amount is then owed and is payable pursuant to the terms of such Hedging Obligations, if

and to the extent any of the preceding items would appear as a liability upon a balance sheet of the specified Person prepared in accordance

with GAAP.

 

- 14 -

 

 

In addition, the term “Indebtedness”

includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed

by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

 

(1)             the

accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

 

(2)             the

principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

 

Notwithstanding the foregoing, the following shall

not constitute Indebtedness:

 

(1) payments required to be made pursuant to the Bright House Acquisition Agreement; and

 

(2) leases classified as operating leases under ASC 842.

 

“ Indenture ” means the Base Indenture,

as supplemented by this Supplemental Indenture and as further amended or supplemented from time to time with respect to the Notes.

 

“ Initial Notes ” means the Notes

issued on the Issue Date (and any Notes issued in respect thereof pursuant to Section 2.06, 2.07, 2.10, 3.06, 3.09 or 4.16 of this

Supplemental Indenture or Section 9.05 of the Base Indenture).

 

“ Initial Purchasers ” means Morgan

Stanley & Co. LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities

Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., BNP Paribas

Securities Corp., Credit Agricole Securities (USA) Inc., RBC Capital Markets, LLC, Goldman Sachs & Co. LLC, TD Securities (USA)

LLC, CIBC World Markets Corp., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and LionTree Advisors LLC.

 

“ Investment Grade Rating ” means

a rating equal to or higher than (x) in the case of Moody’s, Baa3 (or the equivalent), (y) in the case of S&P, BBB-

(or the equivalent) and (z) in the case of any other Rating Agency, the equivalent rating by such Rating Agency to the ratings described

in clauses (x) and (y).

 

“ Investments ” means, with respect

to any Person, all investments by such Person in other Persons, including Affiliates, in the forms of direct or indirect loans (including

guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances

to officers and employees made in the ordinary course of business) and purchases or other acquisitions for consideration of Indebtedness,

Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared

in accordance with GAAP.

 

- 15 -

 

 

“ Issue Date ” means January 13,

2026.

 

“ Letter of Transmittal ” means

the letter of transmittal to be prepared by the Issuers and sent to all Holders of any Notes for use by such Holders in connection with

any Exchange Offer.

 

“ Leverage Ratio ” means, as to

the Company, as of any date, the ratio of:

 

(1)             the

Consolidated Indebtedness for borrowed money (less cash and Cash Equivalents that is unrestricted or is restricted in favor of holders

of Indebtedness included in calculating “Consolidated Indebtedness”) of the Company on such date to

 

(2)             the

aggregate amount of Consolidated EBITDA for the Company for the most recently ended fiscal quarter for which internal financial statements

are available multiplied by four (the “ Reference Period ”).

 

In addition to the foregoing, for purposes of this

definition, “Consolidated EBITDA” shall be calculated on a “pro forma” basis after giving effect to:

 

(1)             for

purposes of making the computations referred to above, any Investments, acquisitions, dispositions, mergers, consolidations and disposed

operations that have been made by the Issuers or any of their Restricted Subsidiaries, during the Reference Period or subsequent to such

Reference Period and on or prior to the date of the calculation of the Leverage Ratio shall be calculated on a pro forma basis assuming

that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed or discontinued operations (and the change

in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Reference Period. If since the beginning of such period

any Person that subsequently became a Restricted Subsidiary or was merged with or into any Issuer or any of their Restricted Subsidiaries

since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed or discontinued

operation that would have required adjustment pursuant to this definition, then the Leverage Ratio shall be calculated giving pro forma

effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred

at the beginning of the applicable Reference Period;

 

(2)             the

incurrence of the Indebtedness or the issuance of the Disqualified Stock or other Preferred Stock (and the application of the proceeds

therefrom) giving rise to the need to make such calculation and any incurrence or issuance (and the application of the proceeds therefrom)

or repayment of other Indebtedness, Disqualified Stock or Preferred Stock, other than the incurrence or repayment of Indebtedness for

ordinary working capital purposes, at any time subsequent to the beginning of the Reference Period and on or prior to the date of determination,

as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case may be, occurred on the first day of

the Reference Period; and

 

- 16 -

 

 

(3)             for

purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good

faith by a responsible financial or chief accounting officer of either Issuer including cost savings and synergies; provided that

(x) such cost savings and synergies are reasonably identifiable, reasonably attributable to the action specified and reasonably anticipated

to result from such actions, and (y) such actions have been taken or initiated or are expected to be taken or initiated within twelve

(12) months of the date of determination.

 

Notwithstanding anything herein to the contrary,

when calculating the Leverage Ratio in connection with a Limited Condition Acquisition, the date of determination of such ratio and of

any Default or Event of Default blocker shall, at the option of the Issuers, be the date the definitive agreements for such Limited Condition

Acquisition are entered into and such ratio shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition

and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds

thereof) as if they occurred at the beginning of the applicable Reference Period, and, for the avoidance of doubt, (x) if any of

such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Issuers

or the target company) at or prior to the consummation of the relevant Limited Condition Acquisition and the Issuers have elected to test

such ratios on the date the definitive agreements for such Limited Condition Acquisition are entered into, such ratios will not be deemed

to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is

permitted hereunder and (y) such ratio shall not be tested at the time of consummation of such Limited Condition Acquisition or related

transactions; provided further that if the Issuers elect to have such determinations occur at the time of entry into such definitive

agreement, any such transactions shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter

for purposes of calculating any ratios hereunder after the date of such agreement and before the consummation of such Limited Condition

Acquisition and to the extent baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized.

 

In calculating the amount of Consolidated Indebtedness

on the date of determination for purposes of the first paragraph of Section 4.10, the calculation shall not give effect to any Indebtedness

incurred on such determination date pursuant to the provisions described in the second paragraph under Section 4.10. For the avoidance

of doubt, the reference to “cash and Cash Equivalents” in clause (1) of the first paragraph of this definition refers

to “cash and Cash Equivalents” of the Company and its Restricted Subsidiaries.

 

“ Lien ” means, with respect to

any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed,

recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in

the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing

statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

 

“ Limited Condition Acquisition ”

means any acquisition, including by way of merger, by the Issuers or one or more of their Restricted Subsidiaries whose consummation is

not conditioned upon the availability of, or on obtaining, third-party financing.

 

- 17 -

 

 

“ Long Derivative Instrument ”

means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which

generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or

the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

 

“ LTM

EBITDA ” means the Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters

ending prior to the date of such determination for which consolidated financial statements are available (which may, at the Company’s

election, be internal financial statements), in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition

or Investment, as applicable, since the start of such four quarter period.

 

“ Make-Whole Premium ” means,

with respect to a Note at any redemption date, the greater of:

 

(i)             1.0%

of the principal amount of such Note; and

 

(ii)             the

excess of:

 

(1)             the

present value at such redemption date of (A) the redemption price of such Note on (i) in the case of the 2033 Notes, February 1,

2029 (with such redemption price being as set forth in Section 3.07(a)(i)) and (ii) in the case of the 2036 Notes, February 1,

2031 (with such redemption price being as set forth in Section 3.07(a)(ii)) plus (B) all required remaining scheduled interest

payments due on such Note through (i) in the case of the 2033 Notes, February 1, 2029 and (ii) in the case of the 2036

Notes, February 1, 2031, other than accrued interest to such redemption date, computed using a discount rate equal to the Treasury

Rate plus 50 basis points per annum discounted on a semiannual bond equivalent basis, over

 

(2)             the

principal amount of such Note on such redemption date.

 

“ Management Fees ” means the

fees payable to Charter or any other Parent pursuant to the management and mutual services agreements between any Parent of the Company

and/or CCO and between any Parent of the Company and other Restricted Subsidiaries of the Company and pursuant to the limited liability

company agreements of certain Restricted Subsidiaries as such management, mutual services or limited liability company agreements exist

on the Issue Date (or, if later, on the date any new Restricted Subsidiary is acquired or created), including any amendment or replacement

thereof, provided that any such new agreements or amendments or replacements of existing agreements is not more disadvantageous

to Holders in any material respect than such management agreements existing on the Issue Date; and further provided that such new,

amended or replacement management agreements do not provide for percentage fees, taken together with fees under existing agreements, any

higher than 3.5% of Charter’s consolidated total revenues for the applicable payment period.

 

“ Moody’s ” means Moody’s

Investors Service, Inc. or any successor to the rating agency business thereof.

 

- 18 -

 

 

“ Net Proceeds ” means the aggregate

cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation,

any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs

relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and

any relocation expenses incurred as a result thereof or taxes paid or payable as a result thereof (including amounts distributable in

respect of owners’, partners’ or members’ tax liabilities resulting from such sale), in each case after taking into

account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of

Indebtedness.

 

“ Net Short ” means, with respect

to a Holder or Beneficial Owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds

the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination

or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined

in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to any Issuer or any Guarantor immediately prior to such

date of determination.

 

“ Note ” or “ Notes ”

has the meaning assigned to it in the preamble and includes the Initial Notes, any Additional Notes and any Exchange Notes.

 

“ Obligations ” means any principal,

interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any

Indebtedness.

 

“ Offering Memorandum ” means

that certain offering memorandum relating to the Notes, dated January 6, 2026.

 

“ Other Person ” has the meaning

assigned to such term in the definition of “Consolidated EBITDA.”

 

“ Parent ” means (i) any

of the Designated Parent Companies, and each of their respective successors (by way of conversion, merger and amalgamation), and/or any

direct or indirect Subsidiary of the foregoing a majority of the Capital Stock of which is owned directly or indirectly by one or more

of the foregoing Persons, as applicable, and that directly or indirectly beneficially owns a majority of the Capital Stock of the Company,

and any successor Person to any of the foregoing; and (ii) any holding company of the foregoing where the direct or indirect holders

of the voting stock of such holding company immediately following the transaction where the holding company became a holding company are

substantially the same as the holders of the Issuers’ voting stock immediately prior to that transaction. For purposes of the second

paragraph of Section 4.07, the term “Parent” shall include any corporate co-obligor if such Parent is a limited liability

company or other association not taxed as a corporation.

 

“ Performance Reference ” has

the meaning assigned to such term in the definition of “Derivative Instrument.”

 

- 19 -

 

 

“ Permitted Investments ” means:

 

(1)             any

Investment in the Company or by the Company in the Company or in a Restricted Subsidiary of the Company, or any Investment by a Restricted

Subsidiary of the Company in the Company or in another Restricted Subsidiary of the Company;

 

(2)             any

Investment in Cash Equivalents;

 

(3)             any

Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

 

(a)             such

Person becomes a Restricted Subsidiary of the Company; or

 

(b)             such

Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated

into, the Company or a Restricted Subsidiary of the Company;

 

(4)             any

Investment made as a result of the receipt of non-cash consideration from any Asset Sale that was made pursuant to and in compliance with

Section 4.11;

 

(5)             any

Investment made out of the net cash proceeds of the issue and sale after the Issue Date (other than to a Subsidiary of the Company) of

Equity Interests (other than Disqualified Stock) of the Company (or cash contributions to the equity capital of the Company) to the extent

that such net cash proceeds have not been applied to make a Restricted Payment or to effect other transactions pursuant to Section 4.07

hereof (with the amount of usage of the basket in this clause (5) being determined net of the aggregate amount of principal, interest,

dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect of any such Investment, but not

to exceed the initial amount of such Investment);

 

(6)             other

Investments in any Person (other than any Parent) having an aggregate fair market value, when taken together with all other Investments

in any Person made by the Company and its Restricted Subsidiaries (without duplication) pursuant to this clause (6) from and after

the Issue Date, not to exceed the greater of (A) 4.5% of Total Assets and (B) $7.0 billion (initially measured on the date each

such Investment was made and without giving effect to subsequent changes in value, but reducing the amount outstanding by the aggregate

amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect

of any such Investment, provided that if such amount exceeds the initial amount of such Investment, such amount shall be added

to the amount available under this clause) at any one time outstanding;

 

(7)             Investments

in customers and suppliers in the ordinary course of business which either (A) generate accounts receivable or (B) are accepted

in settlement of bona fide disputes;

 

(8)             Investments

of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged into or consolidated with a

Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with

such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

 

- 20 -

 

 

(9)             any

Investment (other than an Investment in a Restricted Subsidiary) existing or pursuant to agreements or arrangements in effect, on the

Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may

be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted

under this Supplemental Indenture;

 

(10)           Investments

received as a result of a bankruptcy, workout, reorganization or recapitalization of customers or suppliers;

 

(11)           as

a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title

with respect to any secured Investment in default;

 

(12)           any

Investment represented by Hedging Obligations not entered into for speculative purposes;

 

(13)           loans

and advances to officers, directors and employees for business-related travel expenses, moving expenses and other expenses, in each case

incurred in the ordinary course of business or to finance the purchase of Equity Interests of the Company or any Parent and in an amount

not to exceed $25.0 million at any one time outstanding;

 

(14)           Investments

the payment for which consists of Equity Interests of the Company or any Parent (exclusive of Disqualified Stock of the Company);

 

(15)           Guarantees

of Indebtedness permitted by Section 4.10;

 

(16)           Investments

consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual

property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

 

(17)           Investments

consisting of the non-exclusive licensing or contribution of intellectual property pursuant to joint marketing arrangements with other

persons;

 

(18)           the

creation of Liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.14;

 

(19)           Investments

consisting of earnest money deposits acquired in connection with a purchase agreement or other acquisitions to the extent not otherwise

prohibited under this Supplemental Indenture;

 

(20)           without

duplication of amounts that otherwise increased the amount available under one or more of the foregoing categories of Permitted Investments,

investments made from the proceeds from any dividend or distribution by an Unrestricted Subsidiary to the Company or any of its Restricted

Subsidiaries;

 

- 21 -

 

 

(21)           (i) Investments

arising in connection with a Permitted Securitization Financing and (ii) distributions or payments of Securitization Fees and purchases

of Securitization Assets in connection with a Permitted Securitization Financing; and

 

(22)           Investments

in an aggregate outstanding amount not to exceed an amount equal to the sum of the Total Leverage Excess Proceeds and Declined Excess

Proceeds that has not been utilized to make Restricted Payments in reliance on clause (17) of the second paragraph of Section 4.07.

 

“ Permitted Liens ” means:

 

(1)             Liens

on the assets of, or Equity Interests in, a Restricted Subsidiary of the Company securing Indebtedness and other Obligations under any

of the Credit Facilities of such Restricted Subsidiary;

 

(2)             Liens

in favor of the Company;

 

(3)             Liens

on property of a Person existing at the time such Person is merged with or into or consolidated with the Company; provided that

such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those

of the Person merged into or consolidated with the Company;

 

(4)             Liens

on property existing at the time of acquisition thereof by the Company; provided that such Liens were in existence prior to the

contemplation of such acquisition;

 

(5)             Liens

to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred

in the ordinary course of business;

 

(6)             purchase

money mortgages or other purchase money Liens (including, without limitation, any Capital Lease Obligations) incurred by the Company upon

any fixed or capital assets acquired after the Issue Date or purchase money mortgages (including without limitation Capital Lease Obligations)

on any such assets, whether or not assumed, existing at the time of acquisition of such assets, whether or not assumed, so long as

 

(i)              such

mortgage or Lien does not extend to or cover any of the assets of the Company, except the asset so developed, constructed, or acquired,

and directly related assets such as enhancements and modifications thereto, substitutions, replacements, proceeds (including insurance

proceeds), products, rents and profits thereof, and

 

(ii)             such

mortgage or Lien secures the obligation to pay all or a portion of the purchase price of such asset, interest thereon and other charges,

costs and expenses (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation,

improvement, and migration) and is incurred in connection therewith (or the obligation under such Capital Lease Obligation) only;

 

- 22 -

 

 

(7)             Liens

existing on the Issue Date and replacement Liens therefor that do not encumber additional property;

 

(8)             Liens

for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate

proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be

required in conformity with GAAP shall have been made therefor;

 

(9)             statutory

and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising

in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate legal

proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as shall be required

in conformity with GAAP shall have been made;

 

(10)           Liens

incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and

other types of social security;

 

(11)           Liens

incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligation, bankers’ acceptance,

surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar nature incurred

in the ordinary course of business (exclusive of obligations for the payment of borrowed money);

 

(12)           easements,

rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do not materially

interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries;

 

(13)           Liens

of franchisors or other regulatory bodies arising in the ordinary course of business;

 

(14)           Liens

arising from filing Uniform Commercial Code financing statements regarding leases or other Uniform Commercial Code financing statements

for precautionary purposes relating to arrangements not constituting Indebtedness;

 

(15)           Liens

arising from the rendering of a final judgment or order against the Company or any of its Restricted Subsidiaries that does not give

rise to an Event of Default;

 

(16)           Liens

securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters

of credit and the products and proceeds thereof;

 

- 23 -

 

 

(17)           Liens

encumbering customary initial deposits and margin deposits, and other Liens, in each case, securing Indebtedness under Hedging Obligations

and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect the

Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

 

(18)           Liens

consisting of any interest or title of licensor in the property subject to a license;

 

(19)           Liens

on the Capital Stock of Unrestricted Subsidiaries;

 

(20)           Liens

arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary course

of business;

 

(21)           Liens

incurred with respect to obligations which in the aggregate do not exceed the greater of (i) $300.0 million or (ii) 1.0% of

Consolidated Net Tangible Assets at any one time outstanding;

 

(22)           Liens

in favor of the Trustee arising under the provisions of Section 7.07 of this Supplemental Indenture and similar provisions in favor

of trustees or other agents or representatives under indentures or other agreements governing debt instruments entered into after the

date hereof;

 

(23)           Liens

in favor of the Trustee for its benefit and the benefit of Holders as their respective interests appear;

 

(24)           Liens

securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was secured or was permitted to be secured

by such Liens; and

 

(25)           Liens

on Securitization Assets securing or transferred pursuant to any Permitted Securitization Financing.

 

“ Permitted Refinancing Indebtedness ”

means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used

within 60 days after the date of issuance thereof, to extend, refinance, renew, replace, defease or refund, other Indebtedness of the

Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that, unless otherwise permitted

by this Supplemental Indenture, no Indebtedness of any Restricted Subsidiary (other than, for the avoidance of doubt, a corporate co-issuer

whose primary purpose is to act as a co-issuer and any Restricted Subsidiary that is a Guarantor) may be issued in exchange for, nor may

the net proceeds of Indebtedness be used to extend, refinance, renew, replace, defease or refund, Indebtedness of the direct or indirect

parent of such Restricted Subsidiary; provided , further , that:

 

(1)             the

principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of

(or accreted value, if applicable), plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced, renewed, replaced,

defeased or refunded (plus the amount of expenses incurred in connection therewith), except to the extent that any such excess principal

amount (or accreted value, as applicable) would be then permitted to be incurred by other provisions of Section 4.10;

 

- 24 -

 

 

(2)             such

Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life

to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,

defeased or refunded; and

 

(3)             if

the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes,

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right

of payment to, the Notes on terms at least as favorable to Holders as those contained in the documentation governing the Indebtedness

being extended, refinanced, renewed, replaced, defeased or refunded.

 

“ Permitted Securitization Financing ”

means any financing arrangement or factoring of Securitization Assets by the Company or any Subsidiary of the Company or any securitization

facility of any Securitization Subsidiary of the Company or any of its Subsidiaries, in each case, the obligations of which are non-recourse

(except for Standard Securitization Undertakings) to the Company or any of its Restricted Subsidiaries (other than any Securitization

Subsidiary) in connection therewith.

 

“ Person ” means any individual,

corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization,

government or agency or political subdivision thereof or any other entity.

 

“ Preferred Stock ,” as applied

to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which, by its terms, is preferred

as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such

Person, over shares of Capital Stock of any other class of such Person.

 

“ Private Placement Legend ” means

the legend set forth in Section 2.06(g)(i)(A) to be placed on all Notes issued under this Supplemental Indenture except where

otherwise permitted by the provisions of this Supplemental Indenture.

 

“ Productive Assets ” means assets

(including assets of a referent Person owned directly or indirectly through ownership of Capital Stock) of a kind used or useful in the

Cable Related Business.

 

“ Qualified Capital Stock ” means

any Capital Stock that is not Disqualified Stock.

 

“ Rating Agencies ” means (i) each

of Moody’s, S&P and Fitch Ratings Ltd. and (ii) if any of Moody’s, S&P or Fitch Ratings Ltd. ceases to rate the

Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, a “nationally recognized

statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as amended, selected

by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P,

Fitch Ratings Ltd. or each of them, as the case may be.

 

- 25 -

 

 

“ Ratings Decline Period ” means

the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change of

Control and (b) the occurrence of a Change of Control and (ii) ends 60 days following consummation of such Change of Control;

provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency, is

under publicly announced consideration for downgrade by the applicable Rating Agency.

 

“ Ratings Event ” means a downgrade

by one or more gradations (including gradations within ratings categories as well as between rating categories) or withdrawal of the rating

of the Notes within the Ratings Decline Period by two or more Rating Agencies (unless the applicable Rating Agency shall have put forth

a written statement to the effect that such downgrade is not attributable in whole or in part to the applicable Change of Control) following

which (except in the case of a withdrawal of a rating) the rating of the Notes by each such Rating Agency is below such Rating Agency’s

rating of the Notes on the Issue Date.

 

“ Reference Period ” has the meaning

assigned to such term in the definition of “Leverage Ratio.”

 

“ Register ” means a register

in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of the Notes and

of transfers and exchanges of such Notes which the Issuers shall cause to be kept at the appropriate office of the Registrar in accordance

with Section 2.03.

 

“ Registration Rights Agreement ”

means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among

the Issuers and the Initial Purchasers with respect to such Notes and (2) with respect to any Additional Notes, any registration

rights agreement between the Issuers and the other parties thereto relating to the registration by the Issuers of such Additional Notes

under the Securities Act.

 

“ Regulation S Global Note ” means

a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto bearing the Global Note Legend, the

Private Placement Legend and the Regulation S Legend deposited with or on behalf of, and registered in the name of, the Depositary or

its nominee that will be issued in an initial denomination equal to the outstanding principal amount of any Additional Notes initially

sold in reliance on Rule 903 of Regulation S.

 

“ Regulation S Legend ” means

the legend set forth in Section 2.06(g)(iii) which is required to be placed on all Regulation S Global Notes issued under this

Supplemental Indenture.

 

“ Restricted Investment ” means

an Investment other than a Permitted Investment.

 

“ Restricted Subsidiary ” of a

Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

 

“ Rule 144A Global Note ”

means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto bearing the Global Note Legend

and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that

will be issued in an initial denomination equal to the outstanding principal amount of any Additional Notes initially sold in reliance

on Rule 144A.

 

- 26 -

 

 

“ S&P ” means S&P Global

Ratings or any successor to the rating agency business thereof.

 

“ Screened Affiliate ” means any

Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that

is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate

of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuers or their

Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting

in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced

by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection

with its investment in the Notes.

 

“ Securitization Assets ” means

accounts receivable, loans, mortgages, royalties, other rights to payment, supporting obligations therefor, proceeds therefrom and other

related assets customarily disposed of or pledged in connection with non-recourse receivables financings or factorings or securitization

facilities (as determined by the Company).

 

“ Securitization Fees ” means

distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein

issued or sold in connection with, and other fees, expenses and charges (including commissions, yield, interest expense and fees and expenses

of legal counsel) paid in connection with, any Permitted Securitization Financing.

 

“ Securitization Repurchase Obligation ”

means any obligation of a seller of Securitization Assets in a Permitted Securitization Financing to repurchase or otherwise make payments

with respect to Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including

as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as

a result of any action taken by, any failure to take action by or any other event relating to the seller.

 

“ Securitization Subsidiary ”

means any Subsidiary formed by the Company or any of its other Subsidiaries solely for purposes of consummating any Permitted Securitization

Financing and which holds no material assets other than Securitization Assets and which is engaged in no material activities other than

those related to such Permitted Securitization Financing.

 

“ Shelf Registration Statement ”

means a “shelf” registration statement providing for the registration and the sale on a continuous or delayed basis of any

Notes as may be provided in the Registration Rights Agreement.

 

“ Short Derivative Instrument ”

means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which

generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or

the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

 

- 27 -

 

 

“ Significant Subsidiary ” means

(a) with respect to any Person, any Restricted Subsidiary of such Person which accounted for more than 10% of (i) the consolidated

assets of such Person as of the last day of such Person’s most recently completed fiscal year or (ii) the Consolidated EBITDA

of such Person for such Person’s most recently completed fiscal year and (b) in addition, with respect to the Company, Capital

Corp.

 

“ Special Interest ” means all

additional interest owing on the Notes pursuant to the Registration Rights Agreement.

 

“ Standard Securitization Undertakings ”

means representations, warranties, covenants (including Securitization Repurchase Obligations) and indemnities entered into by the Company

or any Subsidiary of the Company that the Company has determined in good faith are customary for “non-recourse” accounts receivables

financings or factoring or securitization financings.

 

“ Stated Maturity ” means, with

respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal

was scheduled to be paid in the documentation governing such Indebtedness on the Issue Date, or, if none, the original documentation governing

such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior

to the date originally scheduled for the payment thereof.

 

“ Subsidiary ” means, with respect

to any Person:

 

(1)             any

corporation, association or other business entity (A) of which at least 50% of the total voting power of shares of Capital Stock

entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at

the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination

thereof) and (B) in the case of any such entity of which 50% of the total voting power of shares of Capital Stock is so owned or

controlled by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries also have the right

to control the management of such entity pursuant to contract or otherwise; and

 

(2)             any

partnership:

 

(a)             the

sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or

 

(b)             the

only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

 

- 28 -

 

 

To the extent an entity satisfies clause (1)(A) above

and the referent Person owns no more than 50% of the total voting power of shares of Capital Stock of such entity, the Issuers may:

 

(i)             elect

to designate such entity as a “Subsidiary”; provided that, unless such entity is designated as an Unrestricted Subsidiary

in compliance with this Indenture, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of

any outstanding Indebtedness of such entity and such designation shall only be permitted if:

 

(1)             such

Indebtedness is permitted under Section 4.10, calculated on a pro forma basis as if such designation had occurred at the beginning

of the applicable reference period; and

 

(2)             no

Default or Event of Default would be in existence immediately following such designation;

 

and

 

(ii)            may

subsequently elect that such entity is not a “Subsidiary,” so long as such designation is permitted by Section 4.08.

 

For purposes of designating such an entity as not being a Subsidiary:

 

(1)             the

term “Investment” will include the portion (proportionate to the Company’s equity interest in such entity to be designated

as not being a Subsidiary) of the fair market value of the net assets of such entity at the time that such entity is designated as not

being a Subsidiary; provided, however, that upon a redesignation of such entity as a Subsidiary where the Investment of such Subsidiary

is then a Permitted Investment, the Company will be deemed to continue to have an “Investment” in a Person that is not a Restricted

Subsidiary in an amount (if positive) equal to (a) the Company’s Investment in such entity at the time of such redesignation

less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net

assets (as conclusively determined by the Board of Directors of the Company in good faith) of such entity at the time that such entity

is so re-designated a Subsidiary; and

 

(2)             any

property transferred to or from the entity that has been designated as not being a Subsidiary will be valued at its fair market value

at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

 

Any designation of such an entity as not being

a Subsidiary of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving

effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions

and was not prohibited by Section 4.08.

 

“ Supplemental Indenture ” has

the meaning assigned to it in the preamble to this Supplemental Indenture.

 

“ Total Assets ” means the total

assets of the Issuers and their Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuers.

 

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“ Total Leverage Excess Proceeds ”

has the meaning assigned to such term in the definition of “Applicable Percentage.”

 

“ Treasury Rate ” means, the weekly

average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available

as of the date that is two business days prior to the redemption date) of the yield to maturity of United States Treasury securities with

a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 with respect to each applicable day during

such week (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly

equal to the period from the applicable redemption date to (i) in the case of the 2033 Notes, February 1, 2029 and (ii) in

the case of the 2036 Notes, February 1, 2031, provided, however, that if the period from the applicable redemption date is not equal

to the constant maturity of a United States Treasury security for which such a yield is given, the Treasury Rate shall be obtained by

linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities

for which such yields are given except that if the period from the applicable redemption date to (i) in the case of the 2033 Notes,

February 1, 2029 and (ii) in the case of the 2036 Notes, February 1, 2031 is less than one year, the weekly average yield

on actively traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

 

“ Unrestricted Global Note ” means

a permanent Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 attached hereto that bears the

Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is

deposited with or on behalf of and registered in the name of the Depositary, representing the Initial Notes or any Additional Notes that

do not bear the Private Placement Legend.

 

“ Unrestricted Subsidiary ” means

(x) any Subsidiary of the Company that is designated by the Board of Directors of the Company or Charter as an Unrestricted Subsidiary

pursuant to a board resolution and (y) any Subsidiary of an Unrestricted Subsidiary.

 

The Company may designate any Subsidiary of the

Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other

business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if such Subsidiary at the time of designation:

 

(1)             except

to the extent not prohibited by Section 4.13, is not party to any agreement, contract, arrangement or understanding with the Company

or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the

Company or any Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company

unless such terms constitute Investments permitted under Section 4.08 and Permitted Investments or Asset Sales permitted under Section 4.11;

and

 

(2)             does

not own any Capital Stock of the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated

or otherwise an Unrestricted Subsidiary.

 

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Any designation of a Subsidiary of the Company

as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving

effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions

and was permitted by Section 4.08. The Board of Directors of the Company or Charter may at any time designate any Unrestricted Subsidiary

to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted

Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if:

 

(1)             such

Indebtedness is permitted under Section 4.10 calculated on a pro forma basis as if such designation had occurred at the beginning

of the applicable reference period; and

 

(2)             no

Default or Event of Default would be in existence immediately following such designation.

 

For purposes of designating a Restricted Subsidiary

as an Unrestricted Subsidiary:

 

(1)             the

term “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary

to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company

at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of

such Subsidiary as a Restricted Subsidiary where the Investment of such Subsidiary is then a Permitted Investment, the Company will be

deemed to continue to have an “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the

Company’s Investment in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s

equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of

the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

 

(2)             any

property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each

case as determined in good faith by the Board of Directors of the Company.

 

“ Voting Stock ” of any Person

as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or

comparable governing body of such Person.

 

“ Weighted Average Life to Maturity ”

means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

 

(1)             the

sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other

required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to

the nearest one-twelfth) that will elapse between such date and the making of such payment; by

 

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(2)             the

then outstanding principal amount of such Indebtedness.

 

“ Wholly Owned Restricted Subsidiary ”

of any Person means a Restricted Subsidiary of such Person all of the outstanding common equity interests or other ownership interests

of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned

Restricted Subsidiaries of such Person.

 

Section 1.02	      Other

Definitions .

 

Term
Defined


in Section

“Affiliate Transaction”
4.13

“Asset Sale Offer”
3.09

“Authentication Order”
2.02

“Change of Control Offer”
4.16

“Change of Control Payment”
4.16

“Change of Control Payment Date”
4.16

“Covenant Defeasance”
8.03

“Default Direction”
6.01

“Directing Holder”
6.01

“DTC”
2.03

“Excess Proceeds”
4.11

“Guaranteed Indebtedness”
4.17

“incur”
4.10

“Legal Defeasance”
8.02

“Noteholder Direction”
6.01

“Offer Amount”
3.09

“Offer Period”
3.09

“Paying Agent”
2.03

“Permitted Debt”
4.10

“Position Representation”
6.01

“Purchase Date”
3.09

“Registrar”
2.03

“Restricted Payments”
4.07

“Subsidiary Guarantee”
4.17

“Verification Covenant”
6.01

 

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Article 2

 

THE NOTES

 

With respect to the Notes only, Article 2

of the Base Indenture is hereby replaced with the following:

 

Section 2.01            Form and

Dating .

 

(a)            General .

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of (i) in the case of the 2033

Notes, Exhibit A-1 and (ii) in the case of the 2036 Notes, Exhibit A-2 hereto. The Notes may have notations,

legends or endorsements required by law, stock exchange rule or usage or this Supplemental Indenture. Each Note shall be dated the

date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

 

The terms and provisions contained in the Notes

shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Issuers and the Trustee, by their execution

and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent

any provision of any Note conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture

shall govern and be controlling.

 

(b)            Global

Notes . Notes issued in global form shall be substantially in the form of (i) in the case of the 2033 Notes, Exhibit A-1 

and (ii) in the case of the 2036 Notes, Exhibit A-2 (including the Global Note Legend thereon and the “Schedule

of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form

of (i) in the case of the 2033 Notes, Exhibit A-1 and (ii) in the case of the 2036 Notes, Exhibit A-2 

(without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).

Each Global Note shall represent such outstanding Notes as shall be specified therein and each shall provide that it shall represent the

aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding

Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement

of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented

thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder

thereof as required by Section 2.06.

 

(c)            Form of

Initial Notes, Etc . All Initial Notes issued on the Issue Date are being or will be offered and sold by the Initial Purchasers only

(i) to persons reasonably believed to be QIBs (in which case they will be evidenced by one or more Rule 144A Global Notes) or

(ii) in reliance on Regulation S under the Securities Act (in which case they will be evidenced by one or more Regulation S Global

Notes).

 

(d)            Euroclear

and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms

and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer

Handbook” of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear and Clearstream) shall

be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

 

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Section 2.02	           Execution

and Authentication .

 

Two Officers shall sign the Notes for each Issuer

by manual or facsimile signature.

 

If an Officer whose signature is on a Note no longer

holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

 

A Note shall not be valid until authenticated by

the manual or electronic signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note

has been authenticated under this Supplemental Indenture.

 

At any time and from time to time after the execution

and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication;

and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in

the case of the 2033 Notes, $1,750,000,000 and (b) in the case of the 2036 Notes, $1,250,000,000, (ii) Additional Notes from

time to time for original issue in aggregate principal amount specified by the Issuers and (iii) Exchange Notes from time to time

for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through

(iii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “ Authentication Order ”).

Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

whether such Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as one or more Global

Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes

which may be authenticated and delivered under this Supplemental Indenture is unlimited.

 

The Initial Notes

of a series and the Additional Notes of such series shall be considered collectively as a single class for all purposes of this Supplemental

Indenture (unless specifically provided herein or the context otherwise requires), provided that any Additional Notes will

not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible

with the Initial Notes of the same series for U.S. federal income tax purposes. Holders of the Initial Notes of a series and the Additional

Notes of such series will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class,

and none of the Holders of the Initial Notes of a series or the Additional Notes of such series shall have the right to vote or consent

as a separate class on any matter to which such Holders are entitled to vote or consent.

 

On the Issue Date, the Issuers will issue Initial

Notes (a) in the case of the 2033 Notes, in $1,750,000,000 aggregate principal amount and (b) in the case of the 2036 Notes,

in $1,250,000,000 aggregate principal amount, in the form of one or more Rule 144A Global Notes and/or one or more Regulation S Global

Notes, as provided in Section 2.01(c). Any Notes offered and sold in reliance on the exemption from registration under the Securities

Act provided by Section 4(a)(2) thereunder or Rule 144A shall be issued as one or more Rule 144A Global Notes. Any

Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or more Regulation S Global Notes.

 

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The Trustee may appoint an authenticating agent

acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference

in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the

same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

 

Section 2.03            Registrar

and Paying Agent .

 

The Issuers shall maintain an office or agency

in the Borough of Manhattan, the City of New York, where Notes may be presented for registration of transfer or for exchange (“ Registrar ”)

and an office or agency where Notes may be presented for payment (“ Paying Agent ”). Until otherwise designated by the

Issuers, the Issuers’ office or agency in New York shall be the office of the Trustee maintained for such purpose. The Registrar

shall keep the Register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or

more additional paying agents. The term “ Registrar ” includes any co-registrar and the term “ Paying Agent ”

includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Registrar

or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Issuers. The Issuers shall

enter into an appropriate agency agreement with any Agent not a party to this Supplemental Indenture. The Issuers shall notify the Trustee

in writing of the name and address of any Agent not a party to this Supplemental Indenture. The Company or any of its Subsidiaries may

act as Paying Agent or Registrar.

 

The Issuers initially appoint The Depository Trust

Company (“ DTC ”) to act as Depositary with respect to the Global Notes.

 

The Issuers initially appoint the Trustee to act

as the Registrar and Paying Agent and to act as custodian with respect to the Global Notes.

 

Section 2.04            Paying

Agent to Hold Money in Trust .

 

Principal of, premium, if any, and interest (including

Special Interest, if any) on the Notes will be payable at the office of the Paying Agent or, at the option of the Issuers, payment of

interest (including Special Interest, if any) may be made by check mailed to Holders at their respective addresses set forth in the Register;

provided , all payments of principal, premium, if any, and interest (including Special Interest, if any) with respect to the Notes

represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately

available funds to accounts specified by the Holder prior to 10:00 a.m., New York time, on each due date of the principal and interest

on any Note. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in

trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest

(including Special Interest, if any) on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment.

While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any

time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other

than an Issuer or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall

segregate and hold in a separate trust fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization

proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

 

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Section 2.05            Holder

Lists .

 

The Trustee shall preserve in as current a form

as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the

Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times

as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and

addresses of Holders.

 

Section 2.06            Transfer

and Exchange .

 

(a)            Transfer

and Exchange of Global Notes . A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary,

by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to

a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Issuers for Definitive Notes

if:

 

(i)              the

Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is

no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers

within 120 days after the date of such notice from the Depositary;

 

(ii)             the

Issuers in their sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes

and deliver a written notice to such effect to the Trustee; or

 

(iii)            there

shall have occurred and be continuing a Default or Event of Default with respect to the Notes.

 

Upon the occurrence of any of the preceding events

in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global

Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered

in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10,

shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note

other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as

provided in Section 2.06(b), (c) or (f).

 

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(b)            Transfer

and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall

be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture and the Applicable Procedures. Beneficial

interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required

by the Securities Act. Prior to the expiration of the 40-day distribution compliance period set forth in Regulation S, beneficial interests

in any Regulation S Global Notes may be held only through Euroclear or Clearstream unless transferred in accordance with Section 2.06(b)(iii)(A).

Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below,

as applicable, as well as one or more of the other following subparagraphs, as applicable:

 

(i)              Transfer

of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons

who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions

set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take

delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required

to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

 

(ii)             All

Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial

interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar

either:

 

(A)            a

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing

the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest

to be transferred or exchanged; and

 

(B)             instructions

given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase;

or

 

(C)             a

written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing

the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

 

(D)             instructions

given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered

to effect the transfer or exchange referred to in (A) above.

 

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Upon consummation of an Exchange Offer by the Issuers

in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied

upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests

in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global

Notes contained in this Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust

the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h).

 

(iii)            Transfer

of Beneficial Interests to Another Restricted Global Note . A beneficial interest in any Restricted Global Note may be transferred

to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies

with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

 

(A)            if

the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

 

(B)            if

the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

 

(iv)           Transfer

and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial

interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note

or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange

or transfer complies with the requirements of Section 2.06(b)(ii) above and:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder of

the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the

applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant

Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

 

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

(C)            such

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights

Agreement; or

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest

in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications

in item (1)(i) thereof; or

 

- 38 -

 

 

(2)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form

of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subparagraph (D), if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

If any such transfer is effected pursuant to subparagraph

(B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt

of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes

in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph

(B) or (D) above.

 

Beneficial interests in an Unrestricted Global

Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted

Global Note.

 

(c)             Transfer

or Exchange of Beneficial Interests for Definitive Notes .

 

(i)              Beneficial

Interests in Restricted Global Notes to Restricted Definitive Notes . If any Holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person

who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

 

(A)            if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive

Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(i) thereof

( provided that any such beneficial interest in Regulation S Global Note shall not be so exchangeable until after the expiration

of the 40-day distribution compliance period set forth in Regulation S);

 

(B)            if

such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the

effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

 

(C)            if

such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904

under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item

(2) thereof;

 

(D)            if

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance

with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications

in item (3)(i) thereof;

 

- 39 -

 

 

(E)             if

such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(iv) thereof,

if applicable;

 

(F)             if

such beneficial interest is being transferred to the Issuers, a certificate to the effect set forth in Exhibit B hereto, including

the certifications in item (3)(ii) thereof; or

 

(G)             if

such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof,

 

the Trustee shall cause the aggregate principal amount of the applicable

Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall authenticate

and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued

in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such

name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar

through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes

to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted

Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions

on transfer contained therein.

 

(ii)             Beneficial

Interests in Restricted Global Notes to Unrestricted Definitive Notes . A Holder of a beneficial interest in a Restricted Global Note

may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes

delivery thereof in the form of an Unrestricted Definitive Note only if:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder of

such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter

of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes

or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

 

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

(C)            such

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights

Agreement; or

 

- 40 -

 

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note

that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including

the certifications in item (1)(ii) thereof; or

 

(2)             if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder

in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 

and, in each such case set forth in this subparagraph (D), if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

(iii)            Beneficial

Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . If any Holder of a beneficial interest in an Unrestricted

Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who

takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii),

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h),

and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive

Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall

be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall

instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver

such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial

interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

 

- 41 -

 

 

(d)            Transfer

and Exchange of Definitive Notes for Beneficial Interests in Global Notes .

 

(i)              Restricted

Definitive Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Restricted Definitive Note proposes to exchange

such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes

delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following

documentation:

 

(A)            if

the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a

certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(ii) thereof;

 

(B)            if

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

 

(C)            if

such Restricted Definitive Note is being transferred to a Non- U.S. Person in an offshore transaction in accordance with Rule 903

or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications

in item (2) thereof;

 

(D)            if

such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act

in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including

the certifications in item (3)(i) thereof;

 

(E)            if

such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(iv) thereof,

if applicable;

 

(F)             if

such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth

in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or

 

(G)            if

such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof,

 

the Trustee shall cancel the Restricted Definitive Note, increase or

cause to be increased the aggregate principal amount of, in the case of subparagraph (A) above, the appropriate Restricted Global

Note, in the case of subparagraph (B) above, the Rule 144A Global Note or, in the case of subparagraph (C) above, the Regulation

S Global Note.

 

(ii)             Restricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Restricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in

the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not

(1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who

is an affiliate (as defined in Rule 144) of the Issuers;

 

- 42 -

 

 

(B)            such

transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

(C)            such

transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights

Agreement; or

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate

from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iii) thereof; or

 

(2)             if

the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial

interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

 

and, in each such case set forth in this subparagraph (D), if the Registrar

so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

Upon satisfaction of the conditions of any of the subparagraphs in

this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal

amount of the Unrestricted Global Note.

 

(iii)            Unrestricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of an Unrestricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof

in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,

the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount

of one of the Unrestricted Global Notes.

 

If any such exchange or transfer from a Definitive

Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted

Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02,

the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of

Definitive Notes so transferred.

 

- 43 -

 

 

(e)            Transfer

and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to

such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by

its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and

information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

 

(i)              Restricted

Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of

Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

 

(A)            if

the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form

of Exhibit B hereto, including the certifications in item (1) thereof;

 

(B)            if

the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B 

hereto, including the certifications in item (2) thereof; and

 

(C)            if

the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel

required by item (3) thereof, if applicable.

 

(ii)             Restricted

Definitive Notes to Unrestricted Definitive Notes . Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted

Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

 

(A)            such

exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in

the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not

(1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who

is an affiliate (as defined in Rule 144) of the Issuers;

 

(B)            any

such transfer is effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement;

 

- 44 -

 

 

(C)            any

such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration

Rights Agreement; or

 

(D)            such

exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation S and the Registrar

receives the following:

 

(1)             if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from

such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iv) thereof; or

 

(2)             if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form

of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

 

and, in each such case set forth in this

subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that

such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private

Placement Legend are no longer required in order to maintain compliance with the Securities Act.

 

(iii)            Unrestricted

Definitive Notes to Unrestricted Definitive Notes . A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who

takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar

shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

 

(f)             Exchange

Offer . Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and,

upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted

Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes

tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they

are not participating in a distribution of the relevant Exchange Notes and (z) they are not affiliates (as defined in Rule 144)

of the Issuers, and accepted for exchange in the relevant Exchange Offer and (ii) Definitive Notes in an aggregate principal amount

equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the relevant Exchange Offer. Concurrently with

the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced

accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of

Definitive Notes so accepted Definitive Notes in the appropriate principal amount.

 

- 45 -

 

 

(g)            Legends .

The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Supplemental Indenture unless

specifically stated otherwise in the applicable provisions of this Supplemental Indenture:

 

(i)              Private

Placement Legend.

 

(A)            Except

as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes issued in exchange therefor

or substitution thereof) shall bear the legend in substantially the following form:

 

THE NOTE (OR ITS PREDECESSOR) EVIDENCED

HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN

THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED

THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A

THEREUNDER. THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD,

PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER

THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE

144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE

904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

(AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (II) TO THE ISSUERS OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR

(III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF

ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED

TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION

CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY.

 

(B)            Notwithstanding

the foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii),

(d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof)

shall not bear the Private Placement Legend.

 

- 46 -

 

 

(ii)             Global

Note Legend . Each Global Note shall bear a legend in substantially the following form:

 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,

AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS

MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN

WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE

DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE

TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN

PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK 10004) (“DTC”), TO EACH ISSUER OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON

IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

(iii)             Regulation

S Legend . Each Regulation S Global Note should bear a legend in substantially the following form:

 

THIS NOTE (OR ITS PREDECESSOR) WAS

ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT

TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED

ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

 

- 47 -

 

 

(h)            Cancellation

and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if

any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a

beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall

be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the

Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery

thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement

shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

 

(i)             General

Provisions Relating to Transfers and Exchanges .

 

(i)              To

permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive

Notes upon the Issuers’ order or at the Registrar’s request.

 

(ii)             No

service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration

of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge

payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer

pursuant to Sections 2.10, 3.09, 4.11 and 4.16 hereof and Section 9.05 of the Base Indenture).

 

(iii)            The

Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part.

 

(iv)            All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the

valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the

Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 

(v)             The

Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest

payment date.

 

- 48 -

 

 

(vi)             Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

(including Special Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall

be affected by notice to the contrary.

 

(vii)           The

Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

 

(viii)          All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to

effect a registration of transfer or exchange may be submitted by facsimile.

 

(ix)             Each

Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or

assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal

or state securities law.

 

(x)              The

Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed

under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers

between or among Depositary Participants or Beneficial Owners of interests in any Global Note) other than to require delivery of such

certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms

of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements

hereof.

 

(xi)             Neither

the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

 

(xii)            Notwithstanding

anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall

not be deemed to be an incurrence of Indebtedness.

 

Section 2.07             Replacement

Notes .

 

If any mutilated Note is surrendered to the Trustee

or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall

issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements

are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment

of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of

them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

 

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Every replacement Note is an additional legally

binding obligation of the Issuers and shall be entitled to all of the benefits of this Supplemental Indenture equally and proportionately

with all other Notes duly issued hereunder.

 

Section 2.08             Outstanding

Notes.

 

The Notes outstanding at any time are all the

Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest

in a Global Note effected by the Trustee in accordance with the provisions of this Supplemental Indenture, and those described in this

Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company

or an Affiliate of the Company holds the Note.

 

If a Note is replaced pursuant to Section 2.07,

it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

 

If the principal amount of any Note is considered

paid under Section 4.01 of the Base Indenture, it ceases to be outstanding and interest on it ceases to accrue.

 

If the Paying Agent (other than an Issuer, a Subsidiary

or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then

on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

 

Section 2.09             Treasury

Notes.

 

In determining whether the Holders of the required

principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person directly or

indirectly controlled by or under direct or indirect common control with the Issuers, shall be considered as though not outstanding,

except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,

only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.

 

Section 2.10             Temporary

Notes.

 

Until certificates representing Notes are ready

for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary

Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary

Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall

authenticate Definitive Notes in exchange for temporary Notes.

 

Holders of temporary Notes shall be entitled to

all of the benefits of this Supplemental Indenture.

 

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Section 2.11             Cancellation.

 

The Issuers at any time may deliver Notes to the

Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration

of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange,

payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Issuers may not issue new

Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

 

Section 2.12             Defaulted

Interest.

 

If the Issuers default in a payment of interest

(including Special Interest, if any) on the Notes, the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent

lawful, interest payable on the defaulted interest, which interest on defaulted interest shall accrue until the defaulted interest is

deemed paid hereunder, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes

and in Section 4.01 of the Base Indenture. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed

to be paid on each Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date

and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such

defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee

in the name and at the expense of the Issuers) shall mail or cause to be mailed to Holders a notice that states the special record date,

the related payment date and the amount of such interest to be paid.

 

Section 2.13             CUSIP

Numbers.

 

The Issuers in issuing the Notes may use “CUSIP”

numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience

to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either

as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification

numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers

will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

 

Article 3

 

REDEMPTION AND PREPAYMENT

 

With respect to the Notes only, Article 3

of the Base Indenture is hereby replaced with the following:

 

Section 3.01             Notices

to Trustee.

 

If the Issuers elect to redeem Notes pursuant

to the optional redemption provisions of Section 3.07, it shall furnish to the Trustee, at least 10 days but not more than 60 days

before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Supplemental Indenture pursuant to

which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the

redemption price.

 

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Section 3.02             Selection

of Notes to Be Redeemed.

 

If less than all

of the Notes are to be redeemed at any time, the Notes to be redeemed shall be selected for redemption on a pro rata basis,

or if the Notes are held in global form, the Notes shall be selected for redemption by the Depositary in accordance with its applicable

procedures.

 

In the event of partial redemption, the particular

Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption

date by the Trustee from the outstanding Notes not previously called for redemption.

 

The Trustee shall promptly notify the Issuers

in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof

to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except

that if all of a Holder’s Notes are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple

of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Supplemental Indenture that apply to Notes

called for redemption also apply to portions of Notes called for redemption.

 

Section 3.03             Notice

of Redemption.

 

Subject to the provisions of Section 3.09,

at least 10 days but not more than 60 days before a redemption date, the Issuers shall transmit or cause to be transmitted, a notice

of redemption to each Holder whose Notes are to be redeemed at its registered address.

 

The notice shall identify the Notes to be redeemed

and shall state:

 

(a)            the

redemption date;

 

(b)            the

redemption price;

 

(c)            if

any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption

date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation

of the original Note;

 

(d)            the

name and address of the Paying Agent;

 

(e)            that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 

(f)             that,

unless the Issuers default in making such redemption payment, interest on Notes called for redemption and redeemed ceases to accrue on

and after the redemption date;

 

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(g)            the

paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption are being

redeemed;

 

(h)            that

no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes;

and

 

(i)             any

conditions to the Issuers’ obligations to redeem the Notes as contemplated by Section 3.04.

 

At the Issuers’ request, the Trustee shall

give the notice of redemption in the Issuers’ name and at its expense; provided , however , that the Issuers shall

have delivered to the Trustee, at least 5 days prior to the notice date (or such shorter period as to which the Trustee may agree in

its sole discretion), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to

be stated in such notice as provided in the preceding paragraph.

 

Section 3.04             Effect

of Notice of Redemption.

 

Once notice of redemption is transmitted in accordance

with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price;

provided notice of any redemption may, at the Issuers’ discretion, be given prior to the completion of a transaction or

event (including an Equity Offering, other offering, issuance of Indebtedness, Change of Control or other transaction or event) and any

redemption notice (including the amount of Notes redeemed and conditions precedent applicable to different amounts of Notes redeemed)

may, in the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the

related transaction or event. Any such redemption may be partial as a result of only some of the conditions being satisfied.

 

If such redemption is subject to satisfaction

of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed

until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic

transmission) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption

may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived

by the Issuers in their sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Issuers may provide

in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption

may be performed by another Person.

 

Section 3.05             Deposit

of Redemption Price.

 

At or prior to 10:00 a.m., New York City time,

on the redemption date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price

of and accrued interest (including Special Interest, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent

shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts

necessary to pay the redemption price of, and accrued interest (including Special Interest, if any) on, all Notes to be redeemed.

 

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If the Issuers comply with the provisions of the

preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for

redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any

accrued and unpaid interest (including Special Interest, if any) shall be paid to the Person in whose name such Note was registered at

the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because

of the failure of the Issuers to comply with the preceding paragraph, interest (including Special Interest, if any) shall be paid on

the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such

unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 of the Base Indenture.

 

Section 3.06             Notes

Redeemed in Part.

 

No Notes of $2,000 principal amount or less shall

be redeemed in part. Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon the Issuers’ written

request, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed

portion of the Note surrendered.

 

Section 3.07             Optional

Redemption.

 

(a)            Except

as set forth in Sections 3.07(b), (c) and (d),

 

(i)              the

Issuers shall not have the option to redeem the 2033 Notes pursuant to this Section 3.07 prior to February 1, 2029. The Issuers

shall have the option to redeem the 2033 Notes, from and after February 1, 2029, in whole or in part, upon not less than 10 nor

more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the 2033 Notes) set forth

below plus accrued and unpaid interest thereon and Special Interest, if any, to but excluding the applicable redemption date, if redeemed

during the twelve-month period beginning on February 1 of the years indicated below:

 

Year    
Percentage  

2029    
  103.500 %

2030    
  101.750 %

2031 and thereafter    
  100.000 %

 

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(ii)             the

Issuers shall not have the option to redeem the 2036 Notes pursuant to this Section 3.07 prior to February 1, 2031. The Issuers

shall have the option to redeem the 2036 Notes, from and after February 1, 2031, in whole or in part, upon not less than 10 nor

more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the 2036 Notes) set forth

below plus accrued and unpaid interest thereon and Special Interest, if any, to but excluding the applicable redemption date, if redeemed

during the twelve-month period beginning on February 1 of the years indicated below:

 

Year    
Percentage  

2031    
  103.688 %

2032    
  102.458 %

2033    
  101.229 %

2034

and thereafter    
  100.000 %

 

(b)            At

any time prior to February 1, 2029, the Issuers may on any one or more occasions, (x) redeem up to 40% of the aggregate principal

amount of the 2033 Notes (including the principal amount of any Additional Notes) at a redemption price of 107.000% of the principal

amount thereof plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one

or more Equity Offerings and (y) redeem up to 40% of the aggregate principal amount of the 2036 Notes (including the principal amount

of any Additional Notes) at a redemption price of 107.375% of the principal amount thereof plus accrued and unpaid interest and Special

Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; in each case, provided that:

 

(i)              at

least 50% of the original aggregate principal amount of the then-outstanding Notes of a series (including Additional Notes of such series

but excluding Notes of such series held by the Issuers or any of their Restricted Subsidiaries) remain outstanding immediately after

the occurrence of such redemption, unless all such Notes of such series are redeemed substantially concurrently; and

 

(ii)             the

redemption must occur within 180 days of the date of the closing of such Equity Offering.

 

(c)            At

any time and from time to time prior to February 1, 2029, the Issuers may redeem outstanding 2033 Notes, in whole or in part, at

a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any,

on such 2033 Notes to the redemption date plus the Make-Whole Premium. At any time and from time to time prior to February 1,

2031, the Issuers may redeem outstanding 2036 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount

thereof plus accrued and unpaid interest and Special Interest, if any, on such 2036 Notes to the redemption date plus the

Make-Whole Premium. The Trustee shall have no responsibility for calculating the Make-Whole Premium.

 

(d)            Notwithstanding

the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders

of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and do not withdraw such Notes

in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes

validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more

than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes of such series that remain

outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus,

to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date

of such redemption.

 

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Any redemption pursuant to this Section 3.07

shall be made pursuant to the provisions of Section 3.01 through 3.06.

 

Section 3.08             Mandatory

Redemption .

 

Except as otherwise provided in Section 4.11

or Section 4.16 below, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes.

 

Section 3.09             Offer

to Purchase by Application of Excess Proceeds .

 

In the event that the Issuers shall be required

to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “ Asset Sale Offer ”), they

shall follow the procedures specified below.

 

The Asset Sale Offer shall remain open for a period

of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law

(the “ Offer Period ”). No later than five Business Days after the termination of the Offer Period (the “ Purchase

Date ”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the

“ Offer Amount ”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale

Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default

in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase

Date.

 

If the Purchase Date is on or after an interest

record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose

name a Note is registered at the close of business on such record date, and no Special Interest shall be payable to Holders who tender

Notes pursuant to the Asset Sale Offer.

 

Upon the commencement of an Asset Sale Offer the

Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall

contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale

Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

 

(a)            that

the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer

shall remain open;

 

(b)            the

Offer Amount, the purchase price and the Purchase Date;

 

(c)            that

any Note not tendered or accepted for payment shall continue to accrue interest;

 

(d)            that,

unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue

interest after the Purchase Date;

 

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(e)             that

Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations

of $2,000 and in multiple integrals of $1,000 in excess thereof only;

 

(f)             that

Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled

“Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer the Note by book-entry transfer, to

the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date;

 

(g)            that

Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives,

not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal

amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

 

(h)            that,

if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be

purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum

denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and

 

(i)             that

Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the

Notes surrendered (or transferred by book-entry transfer).

 

On or before the Purchase Date, the Issuers shall,

to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof

tendered pursuant to the Asset Sale Offer or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to

the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance

with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in

any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price

of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the

Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount

equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers

to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

 

Other than as specifically provided in this Section 3.09,

any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

 

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Article 4

 

COVENANTS

 

With respect to the Notes only, each Issuer hereby

agrees to expressly subject itself to the provisions of Article 4 of the Base Indenture and the following Sections 4.03 through

4.19 are hereby added to Article 4 of the Base Indenture:

 

Section 4.03             Reports .

 

Whether or not required by the Commission, so

long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission’s

rules and regulations:

 

(1)            all

quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K

if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial

statements of the Company by its independent public accountants; and

 

(2)            all

current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports.

 

If the Company has designated any of its Subsidiaries

as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a

reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s

Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the