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

Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries

of the Company. Such information may be provided by the Issuers in filings with the Securities and Exchange Commission, which filing

shall satisfy the obligations set forth above, provided that this requirement shall only apply if Consolidated EBITDA from all

Unrestricted Subsidiaries in the previous fiscal year was greater than 10% of the Company’s Consolidated EBITDA for such fiscal

year.

 

Notwithstanding anything to the contrary set forth

above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or

indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares),

if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting

power rather than the number of shares) has furnished Holders the reports described in the preceding paragraphs with respect to such

Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured

by voting power rather than the number of shares) (including any summarized financial information required by Regulation S-X relating

to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Such information may

be provided by a Parent in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth

in this paragraph.

 

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Delivery of such reports, information and documents

to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of

any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any

of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

 

Section 4.04             Compliance

Certificate .

 

(a)            The Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’

Certificate stating that a review of the activities of the Issuers and their Subsidiaries during the preceding fiscal year have been

made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and

fulfilled their obligations under this Supplemental Indenture and the Base Indenture, and further stating, as to each such Officer

signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and

every covenant contained in this Supplemental Indenture and are not in default in the performance or observance of any of the terms,

provisions and conditions of this Supplemental Indenture (or, if a Default or Event of Default shall have occurred, describing all

such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take

with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which

payments on account of the principal of or interest, if any (including Special Interest, if any), on the Notes is prohibited or if

such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect

thereto.

 

(b)           The

Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any

Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are

taking or propose to take with respect thereto.

 

Section 4.05             Taxes .

 

The Company shall pay, and shall cause each of

its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested

in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to Holders.

 

Section 4.06             Stay,

Extension and Usury Laws .

 

Each of the Issuers covenants (to the extent that

it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage

of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance

of this Supplemental Indenture; and each of the Issuers (to the extent that it may lawfully do so) hereby expressly waives all benefit

or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any

power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

 

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Section 4.07             Restricted

Payments .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, directly or indirectly:

 

(a)           declare

or pay any dividend or make any other payment or distribution on account of its or any of its Restricted Subsidiaries’ Equity Interests

(including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted

Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests

in their capacity as such (other than dividends or distributions payable (x) solely in Equity Interests (other than Disqualified

Stock) of the Company or (y) in the case of the Company and its Restricted Subsidiaries, to the Company or a Restricted Subsidiary

thereof);

 

(b)           purchase,

redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving

the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company or any direct or indirect Parent of the Company

or any Restricted Subsidiary of the Company (other than, in the case of the Company and its Restricted Subsidiaries, any such Equity

Interests owned by the Company or any of its Restricted Subsidiaries); or

 

(c)           make

any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness of the Company

(other than intercompany Indebtedness among the Company and its Restricted Subsidiaries that is permitted to be incurred under this Supplemental

Indenture) that is subordinated to the Notes, except a payment of interest or principal at the Stated Maturity thereof (all such payments

and other actions set forth in clauses (a) through (c) above being collectively referred to as “ Restricted Payments ”),

unless, at the time of and after giving effect to such Restricted Payment:

 

(1)            no

Default or Event of Default under this Indenture shall have occurred and be continuing or would occur as a consequence thereof;

 

(2)             the

Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment

had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness

pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10; and

 

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(3)             such

Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries

from and after April 1, 2010 (excluding Restricted Payments permitted by clauses (2) through (18) of the next succeeding paragraph

and made on or after April 1, 2010), shall not exceed, at the date of determination, the sum of:

 

(a)             an

amount equal to 100% of the Consolidated EBITDA of the Company for the period beginning on the first day of the fiscal quarter commencing

April 1, 2010 to the end of the Company’s most recently ended full fiscal quarter for which internal financial statements

are available, taken as a single accounting period, less the product of 1.3 times the Consolidated Interest Expense of the Company

for such period, plus

 

(b)             an

amount equal to 100% of Capital Stock Sale Proceeds (reduced for purpose of this clause (b) by (A) any amount of such Capital

Stock Sale Proceeds (i) used in connection with an Investment made on or after the Issue Date pursuant to clause (5) of the

definition of “Permitted Investments,” (ii) applied to make a Restricted Payment pursuant to clause (2) or sub-clause

(y)(2) of clause (9) or clause (14) below, or (iii) relied upon for purposes of incurring Contribution Indebtedness and

(B) the amount of Restricted Payments made pursuant to sub-clause (A)(i), (B) or (C) of clause (8) and sub-clause

(y)(1) of clause (9) below, in each case, by an amount not to exceed the amount of Capital Stock Sale Proceeds from any Charter

Subsidiary Refinancing Indebtedness or Charter Parent Refinancing Indebtedness), plus

 

(c)            $2.0

billion.

 

The preceding provisions shall not prohibit:

 

(1)            the

payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied

with the provisions of this Supplemental Indenture;

 

(2)            the

redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company in exchange for,

or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of

the Company (other than Disqualified Stock);

 

(3)            the

defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any of its Restricted Subsidiaries

with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

 

(4)            the

payment of any dividend or other distribution, which need not be pro rata, to the extent necessary to permit direct or indirect Beneficial

Owners of shares of Capital Stock of the Company to pay federal, state or local income tax liabilities that would arise solely from income

of the Company or any of its Restricted Subsidiaries, as the case may be, for the relevant taxable period being attributable to them;

 

(5)            the

payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

 

(6)            the

repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent necessary

to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of the Company or a Parent

of the Company held by any member of the Company’s or such Parent’s management pursuant to any management equity subscription

agreement or stock option agreement entered into in accordance with the policies of the Company or any Parent; provided that the

aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed the greater of $100.0

million and 1.0% of LTM EBITDA in any fiscal year of the Issuers (with unused amounts in any fiscal year being carried over to the next

two succeeding fiscal years);

 

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(7)            payment

of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to 1.25%

of the transaction value of such acquisition, merger or similar transaction;

 

(8)            (A) additional

Restricted Payments directly or indirectly to any Parent (i) for the purpose of enabling any Parent to pay interest when due on

Indebtedness under any Charter Parent Refinancing Indebtedness or (ii) so long as no Default has occurred and is continuing and

the Company would have been permitted, at the time of such Restricted Payment and after giving pro forma effect thereto as if

such Restricted Payment had been made at the beginning of the applicable quarter period, to incur at least $1.00 of additional Indebtedness

pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10, consisting of dividends or distributions to

the extent required to enable any Parent to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire for

value Indebtedness under any Charter Parent Refinancing Indebtedness (including any expenses and fees incurred by any Parent in connection

therewith); (B) so long as no Default has occurred and is continuing, Restricted Payments used to defease, redeem, repurchase, prepay,

repay, discharge or otherwise acquire or retire for value Indebtedness under any Charter Parent Refinancing Indebtedness or consisting

of purchases, redemptions or other acquisitions by the Company or its Restricted Subsidiaries of Indebtedness under any Charter Parent

Refinancing Indebtedness (including any expenses and fees incurred by the Company and its Restricted Subsidiaries in connection therewith)

and the distribution, loan or investment to any Parent of Indebtedness so purchased, redeemed or acquired; or (C) Restricted Payments

for the purpose of enabling any Parent to (i) pay interest when due on Indebtedness under any Charter Subsidiary Refinancing Indebtedness

or (ii) to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire for value Indebtedness under any

Charter Subsidiary Refinancing Indebtedness (including any expenses and fees incurred by the Company and its Restricted Subsidiaries

in connection therewith);

 

(9)            Restricted

Payments directly or indirectly to any Parent regardless of whether a Default exists (other than an Event of Default under paragraph

(1), (2), (7) or (8) of Section 6.01), for the purpose of enabling such Person (A) to pay interest on and (B) so

long as the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted

Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness

pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10 to defease, redeem, repurchase, prepay, repay,

discharge or otherwise acquire or retire, in each case, Indebtedness of such Parent (x) which is not held by another Parent

and (y) to the extent that the net cash proceeds of such Indebtedness are or were used for the (1) payment of interest or principal

(or premium) on any Indebtedness of a Parent (including (A) by way of a tender, redemption or prepayment of such Indebtedness and

(B) amounts set aside to prefund any such payment), (2) direct or indirect (including by way of a contribution of property

and/or assets purchased with such net cash proceeds) Investment in the Company or any of its Restricted Subsidiaries or (3) payment

of amounts that would be permitted to be paid by way of a Restricted Payment under clause (10) immediately below (including the

expenses of any exchange transaction);

 

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(10)           Restricted

Payments directly or indirectly to any Parent of (A) attorneys’ fees, investment banking fees, accountants’ fees, underwriting

discounts and commissions and other customary fees and expenses (including any commitment and other fees payable in connection with Credit

Facilities) actually incurred in connection with any issuance, sale or incurrence by such Parent of Equity Interests or Indebtedness,

or any exchange of securities or tender for outstanding debt securities, or (B) the costs and expenses of any offer to exchange

privately placed securities in respect of the foregoing for publicly registered securities or any similar concept having a comparable

purpose;

 

(11)           the

redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or Indebtedness of the Issuers or any

Equity Interests of any direct or indirect parent of the Company, in exchange for, or out of the proceeds of the substantially concurrent

sale (other than to an Issuer or a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent of the

Company (in each case, other than any Disqualified Stock);

 

(12)           the

declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuers or any Restricted Subsidiary

issued in accordance with Section 4.10;

 

(13)           so

long as no Default has occurred and is continuing, other Restricted Payments in an aggregate amount outstanding taken together with all

other Restricted Payments made pursuant to this clause (13) not to exceed $100.0 million outstanding at any one time;

 

(14)         

 Restricted Payments to pay all or a portion of the consideration payable for any Investment that would have been permitted to

be made by the Issuers under this Indenture including, without limitation, the true up payments pursuant to the Bright House

Acquisition Agreement; provided that the assets or Equity Interests acquired in such Investment (to the extent of amounts

distributed by the Issuers to make such Investment) are promptly contributed to the capital of the Company;

 

(15)           so

long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Restricted Payments; provided 

that the Leverage Ratio, after giving pro forma effect to such Restricted Payment, is less than or equal to 3.50 to 1.00;

 

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(16)          any

distributions to any Parent to permit such Parent to pay (i) attorneys’ fees, investment banking fees, accountants’

fees, underwriting discounts and commissions and other customary fees and expenses (including any commitment and other fees payable in

connection with credit facilities) actually incurred in connection with any issuance, sale or incurrence by such Parent of Equity Interests

or Indebtedness, any exchange of securities or a tender for outstanding debt securities or any actual or proposed Investment, (ii) the

costs and expenses of any offer to exchange privately placed securities in respect of the foregoing for publicly registered securities

or any similar concept having a comparable purpose or (iii) other administrative expenses (including legal, accounting, other professional

fees and costs, printing and other such fees and expenses) incurred in the ordinary course of business, in an aggregate amount in the

case of this clause (iii) not to exceed $5.0 million in any fiscal year;

 

(17)           Restricted

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

that has not been used to make any Investments pursuant to clause (21) of the definition of “Permitted Investments;” and

 

(18)          distributions

or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization

Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Permitted Securitization Financing.

 

For purposes of determining compliance with this

Section 4.07, in the event that a Restricted Payment, when made, met the criteria of more than one of the categories described in

clauses (1) through (18) above, or was permitted pursuant to the first paragraph of this Section 4.07, the Issuers will be

entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment

(or portion thereof) in any manner that complies with this Section 4.07.

 

For the avoidance of doubt, this Section 4.07

shall not restrict the making of, or dividends or other distributions in amounts sufficient to make, any “AHYDO catch-up payment”

with respect to any Indebtedness of any Parent, the Issuers or any of their Restricted Subsidiaries, so long as such dividends and distributions

do not exceed the amount of proceeds received by the Parent, the Issuers or any of their Restricted Subsidiaries from such Indebtedness.

 

Section 4.08             Investments .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, directly or indirectly:

 

(1)              make

any Restricted Investment; or

 

(2)     

        allow any of its Restricted Subsidiaries to become an Unrestricted

Subsidiary,

 

unless:

 

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(a)      

      in each case, no Default or Event of Default shall have occurred and be continuing or

would occur as a consequence thereof; and

 

(b)              in

the case of a Restricted Investment only, the Company would, at the time of, and after giving effect to, such Restricted Investment,

have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph

of Section 4.10.

 

An Unrestricted Subsidiary may be redesignated

as a Restricted Subsidiary if such redesignation would not cause a Default.

 

For purposes of determining compliance with this

Section 4.08, (i) in the event that an Investment, when made, met the criteria above or was a Permitted Investment, the Issuers

will be entitled to classify such Investment (or portion thereof) on the date of its payment or later reclassify such Investment (or

portion thereof) (A) as a Permitted Investment or (B) in any manner that complies with this Section 4.08; and (ii) any

Investment made pursuant to any requirement in any agreement may be deemed by the Issuers to have been made when the agreement was entered

into.

 

Section 4.09             Dividend

and Other Payment Restrictions Affecting Subsidiaries .

 

The Company shall not, directly or indirectly,

create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other

than any Restricted Subsidiaries that guarantee the Notes) to:

 

(a)            pay

dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect

to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted

Subsidiaries; or

 

(b)             make

loans or advances to the Company or any of its Restricted Subsidiaries;

 

provided that

(x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions

being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances

made to the Issuers or any Restricted Subsidiary to other Indebtedness incurred by the Issuers or any Restricted Subsidiary shall not

be deemed to constitute such an encumbrance or restriction.

 

However, the preceding restrictions shall not

apply to encumbrances or restrictions existing under or by reason of:

 

(1)             Existing

Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and

any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided 

that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no

more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive

Existing Indebtedness, as in effect on the Issue Date;

 

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(2)            this

Supplemental Indenture and the Notes;

 

(3)            applicable

law, rule, regulation or order (including, for the avoidance of doubt, in connection with grants or subsidies from governmental authorities);

 

(4)            any

instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect

at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition),

which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or

the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted

by the terms of this Supplemental Indenture to be incurred;

 

(5)            customary

non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business

or consistent with past practices;

 

(6)            purchase

money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the

nature described in clause (c) of the preceding paragraph;

 

(7)            any

agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted

Subsidiary pending its sale or other disposition;

 

(8)            Permitted

Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness

are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

 

(9)            Liens

securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company

or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

 

(10)          provisions

with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;

 

(11)          restrictions

on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

 

(12)          restrictions

contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no

more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities

as in effect on the Issue Date;

 

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(13)          restrictions

that either (x) are not materially more restrictive, taken as a whole, than customary provisions in comparable financings or (y) the

management of the Company determines will not materially impair the Issuers’ ability to make payments as required under the Notes;

 

(14)          restrictions

created in connection with any Permitted Securitization Financing that, in the good faith determination of the Company, are necessary

or advisable to effect such Securitization Facility; and

 

(15)          any

encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements

or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that

such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the

good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions

than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

 

Section 4.10             Incurrence

of Indebtedness and Issuance of Preferred Stock .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly

liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness (including, for the avoidance

of doubt, Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries

to issue any shares of Disqualified Stock or Preferred Stock, provided that the Company or any of its Restricted Subsidiaries

may incur Indebtedness (including, for the avoidance of doubt, Acquired Debt) or the Company may issue Disqualified Stock and Restricted

Subsidiaries may issue Preferred Stock if the Leverage Ratio of the Company and its Restricted Subsidiaries would have been not greater

than 6.0 to 1.0 and in each case, determined on the date of such incurrence and on a pro forma basis (including a pro forma 

application of the net proceeds thereof), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred

Stock had been issued, as the case may be, at the beginning of the most recently ended fiscal quarter.

 

The first paragraph of this Section 4.10

shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

 

(1)            the

incurrence by the Company and its Restricted Subsidiaries of Indebtedness under Credit Facilities; provided that the aggregate

principal amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding under this clause (1) for all Credit

Facilities of the Company and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to the

greater of (x) $6.0 billion and (y) 6.00% of Consolidated Net Tangible Assets (measured at the time of incurrence of any Indebtedness

pursuant to this clause (1)) at any one time outstanding;

 

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(2)            the

incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (including Indebtedness outstanding under Credit Facilities

on the Issue Date);

 

(3)            the

incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by the Initial Notes (and any Exchange Notes in

respect thereof);

 

(4)            the

incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings

or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction

or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation,

improvement, and migration) of Productive Assets of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount

not to exceed the greater of (i) $1.5 billion and (ii) 5.0% of Consolidated Net Tangible Assets at any time outstanding pursuant

to this clause (4);

 

(5)            the

incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds

of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that

was permitted by this Supplemental Indenture to be incurred under this clause (5), the first paragraph of this Section 4.10 or clause

(2), (3), (9) or (12) of this second paragraph;

 

(6)            the

incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of

its Restricted Subsidiaries; provided that:

 

(a)            if

the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash

of all Obligations with respect to the Notes; and

 

(b)            (i) any

subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company

or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the

Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was

not permitted by this clause (6);

 

(7)            the

incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);

 

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(8)            the

guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that was permitted

to be incurred by another provision of this Section 4.10;

 

(9)            Acquired

Debt or Disqualified Stock of a Person that becomes, or is merged into, a Restricted Subsidiary or any Issuer (including designating

an Unrestricted Subsidiary as a Restricted Subsidiary); provided , however , that after giving pro forma effect thereto

as if such acquisition or merger or designation had been made at the beginning of the applicable quarter period, the Leverage Ratio of

the Company and its Restricted Subsidiaries is equal to or less than immediately prior to such transaction;

 

(10)          the

incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or Preferred Stock in

an aggregate principal amount at any time outstanding under this clause (10), not to exceed the greater of (i) $1.5 billion and

(ii) 5.0% of Consolidated Net Tangible Assets;

 

(11)          the

accretion or amortization of original issue discount and the write up of Indebtedness in accordance with purchase accounting;

 

(12)          Contribution

Indebtedness;

 

(13)          Indebtedness

arising from agreements of any Issuer or a Restricted Subsidiary providing for guarantees, indemnification, obligations in respect of

earn-outs, deferred purchase price or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred

or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary or Investment, other than Guarantees

of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing

such acquisition;

 

(14)          Indebtedness

from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in

the ordinary course of business; provided that such Indebtedness is extinguished within 10 business days of its incurrence; and

 

(15)          Indebtedness

in respect of any Permitted Securitization Financing.

 

In the event that an item of Indebtedness, Disqualified

Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt, Disqualified

Stock or Preferred Stock described in clauses (1) through (15) of the second paragraph of this Section 4.10 or is entitled

to be incurred pursuant to the first paragraph of this Section 4.10, the Issuers, in their sole discretion, may classify or reclassify

such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount

and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses or the first paragraph of this Section 4.10.

Additionally, all or any portion of any item of Indebtedness, Disqualified Stock or Preferred Stock may later be reclassified as having

been incurred pursuant to any category of Permitted Debt described in clauses (1) through (15) above or pursuant to the first paragraph

of this Section 4.10 so long as such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred pursuant to

such provision at the time of reclassification. At the time of incurrence, the Issuers will be entitled to divide and classify an item

of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness, Disqualified Stock or Preferred

Stock described above in this Section 4.10. Any fees and expenses (including any premium and defeasance costs) incurred in connection

with the replacement, refinancing, restructuring, extension or renewal of Indebtedness, Disqualified Stock, or Preferred Stock shall

not be deemed to constitute Indebtedness, Disqualified Stock, or Preferred Stock for purposes of calculating the aggregate amount of

Indebtedness that may be incurred upon such replacement, refinancing, restructuring, extension or renewal. In addition, an increase in

the amount of Indebtedness, Disqualified Stock, or Preferred Stock in connection with any accrual of interest , including if paid in

kind, or accretion of accreted value shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for

purposes of the Indenture.

 

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Section 4.11             Limitation

on Asset Sales .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, consummate an Asset Sale unless:

 

(1)             the

Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility

for, any liability, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value (for the avoidance

of doubt to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold

or otherwise disposed of;

 

(2)            such

fair market value is determined by the Board of Directors of the Company; and

 

(3)            at

least 75% of the consideration from such Asset Sale, together with all other Asset Sales since the Issue Date on a cumulative basis (including

by way of relief from, or by any other Person assuming responsibility for, any liability, contingent or otherwise) received by the Company

or such Restricted Subsidiary is in the form of cash, Cash Equivalents or readily marketable securities.

 

For purposes of this Section 4.11, each of

the following shall be deemed to be cash:

 

(a)             any

liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted

Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed

by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary

from further liability;

 

(b)             any

securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted

by the recipient thereof into cash, Cash Equivalents or readily marketable securities within 180 days after receipt thereof (to the extent

of the cash, Cash Equivalents or readily marketable securities received in that conversion);

 

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(c)             Productive

Assets;

 

(d)             Indebtedness

of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, so long as the Company and each

Restricted Subsidiary, immediately after such sale, are released in connection with such Asset Sale from, or are not liable for, any

Guarantee of payment of such Indebtedness;

 

(e)      

       consideration consisting of Indebtedness of the Company or any Restricted

Subsidiary (other than subordinated Indebtedness) received after the Issue Date from a Person who is not the Company or any

Restricted Subsidiary; and

 

(f)             any

Designated Noncash Consideration received by the Issuers or any Restricted Subsidiary in such Asset Sale having an aggregate fair market

value, taken together with all other Designated Noncash Consideration received pursuant to this clause (d) that is at that time

outstanding, not to exceed the greater of (i) $4.5 billion and (ii) 3.0% of Total Assets, with the fair market value of each

item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

 

Within 450 days after the receipt of any Net Proceeds

from an Asset Sale, the Company or a Restricted Subsidiary thereof may apply an amount equal to the Applicable Percentage of such Net

Proceeds (the “ Applicable Proceeds ”) at its option:

 

(1)     

        to repay or otherwise retire debt under the Credit Facilities or any other

secured Indebtedness of the Restricted Subsidiaries of the Company (other than Indebtedness represented solely by a guarantee of a

Restricted Subsidiary of the Company);

 

(2)       

      to repay or otherwise retire unsecured Indebtedness of the Company, so long as a pro rata

offer is made in accordance with the procedures set forth in the next paragraph to all holders of other unsecured Indebtedness

issued by the Company;

 

(3)       

      to invest in Productive Assets; provided that any such amount of Net Proceeds which

the Company or a Restricted Subsidiary thereof has committed to invest in Productive Assets within 450 days of the applicable Asset

Sale may be invested in Productive Assets within two years of such Asset Sale; or

 

(4)             any

combination of the foregoing;

 

provided that (1) pending

the final application of the amount of any such Applicable Proceeds pursuant to this Section 4.11, the Company or a Restricted Subsidiary

of the Company may apply such Applicable Proceeds temporarily to reduce Indebtedness (including under the Credit Facilities) or otherwise

apply such Applicable Proceeds in any manner not prohibited by the Indenture, and (2) the Company or a Restricted Subsidiary of

the Company, as the case may be, may elect to invest in Productive Assets prior to receiving the Applicable Proceeds attributable to

any given Asset Sale (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant

Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale) and deem the

amount so invested to be applied pursuant to and in accordance with clause (3) above with respect to such Asset Sale.

 

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If, with respect to any Asset Sale, at the expiration

of the 450-day period with respect to such Asset Sale, there remains Applicable Proceeds in excess of the greater of $250.0 million and

1.0% of Consolidated Net Tangible Assets (such amount of Applicable Proceeds that are equal to the greater of $250.0 million and 1.0%

of Consolidated Net Tangible Assets, “ Excess Proceeds ”), the Company shall make an offer to all Holders (an “ Asset

Sale Offer ”) and all holders of other Indebtedness that is of equal priority with the Notes containing provisions requiring

offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Indebtedness

of equal priority that may be purchased out of the Excess Proceeds. For the avoidance of doubt, the Company may make an Asset Sale Offer

at any time within 450 days after the receipt of any Net Proceeds from an Asset Sale, and/or prior to an Asset Sale (subject to the occurrence

of an Asset Sale), or with respect to any Excess Proceeds. The offer price in any Asset Sale Offer shall be payable in cash and equal

to 100.0% of the principal amount of the subject Notes plus accrued and unpaid interest and Special Interest, if any, to the date of

purchase. If the aggregate principal amount of Notes and such other Indebtedness of equal priority tendered into such Asset Sale Offer

exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (on as nearly a pro rata basis as possible among the Notes

subject to DTC procedures) and such other Indebtedness of equal priority to be purchased on a pro rata basis.

 

If any Excess Proceeds remain after consummation

of an Asset Sale Offer (such remaining Excess Proceeds, “ Declined Excess Proceeds ”), then the Company or any Restricted

Subsidiary thereof may use such Declined Excess Proceeds for any purpose not otherwise prohibited by this Supplemental Indenture. Upon

completion of any Asset Sale Offer, the amount of Applicable Proceeds and Excess Proceeds shall be reset at zero.

 

In the event that the Company shall be required

to commence an offer to Holders to purchase Notes pursuant to this Section 4.11, it shall follow the procedures specified in Section 3.09.

 

Section 4.12             [Reserved] .

 

Section 4.13             Transactions

with Affiliates .

 

The Company shall not, and shall not permit any

of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets

to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan,

advance or guarantee with any Affiliate (each, an “ Affiliate Transaction ”), unless:

 

(1)             such

Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Company or the relevant Restricted

Subsidiary than those that could have been obtained in a comparable transaction (at the time thereof or execution of the agreement providing

for such transaction) by the Company or such Restricted Subsidiary with a Person who is not such an Affiliate; and

 

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(2)             with

respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received

by the Company or any such Restricted Subsidiary in excess of $250.0 million, the Company delivers to the Trustee a resolution of the

Board of Directors of the Company or Charter set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies

with this Section 4.13 and that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors.

 

The following items shall not be deemed to be

Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph:

 

(1)              any

existing employment agreement entered into by the Company or any of its Subsidiaries and any employment agreement entered into by the

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

 

(2)              transactions

between or among the Company and/or its Restricted Subsidiaries;

 

(3)              payment

of reasonable directors fees to Persons who are not otherwise Affiliates of the Company and customary indemnification and insurance arrangements

in favor of directors and officers, regardless of affiliation with the Company or any of its Restricted Subsidiaries;

 

(4)              payment

of Management Fees;

 

(5)              Restricted

Payments that are permitted by Section 4.07 and Restricted Investments that are permitted by Section 4.08;

 

(6)              Permitted

Investments;

 

(7)              transactions

pursuant to, and the performance of, agreements existing on the Issue Date, as in effect on the Issue Date, or as subsequently modified,

supplemented, or amended, to the extent that any such modifications, supplements or amendments complied with the applicable provisions

of the first paragraph of this Section 4.13;

 

(8)    

         the assignment and assumption of contracts (which contracts are

entered into prior to the Issue Date on an arms-length basis in the ordinary course of business of the relevant Parent), reasonably

related to the business of the Company and the assignment and assumption of which would not result in the incurrence of any

Indebtedness by the Company or any Restricted Subsidiary to a Restricted Subsidiary by a Parent;

 

(9)              transactions

with a Person that is an Affiliate solely as a result of the fact that the Company or a Restricted Subsidiary controls or otherwise owns

Equity Interests of such Person;

 

(10)          equity

contributions in, and the issuance of Equity Interests of, the Company;

 

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(11)          any

(x) purchases of any class of Indebtedness from, or lending of any class of Indebtedness to, the Company or any of its Restricted

Subsidiaries so long as the amount of Indebtedness of such class purchased or loaned by such Affiliates does not exceed 25% of the applicable

class of Indebtedness offered to non-Affiliate investors generally and (y) repurchases, redemptions or other retirements for value

by the Company or any of its Restricted Subsidiaries of Indebtedness of any class held by any Affiliate of the Company so long as such

repurchase, redemption or other retirement for value is on the same terms as are made available to investors holding such class of Indebtedness

generally and Affiliates hold no more than 25% of such class of Indebtedness; and

 

(12)           any

loans that satisfy Section 4.13(1) that are not otherwise prohibited under this Indenture.

 

For the avoidance of doubt and to the extent not

considered either a Restricted Payment, a Permitted Investment or a Restricted Investment otherwise permitted by Section 4.07 or

Section 4.08, as applicable, of this Indenture, CCO may designate pursuant to an Officers’ Certificate, consideration, or

portion thereof, paid to an Affiliate in any Affiliate Transaction as a Restricted Payment (and in such case such consideration, or portion

thereof, shall constitute a Restricted Payment for all purposes of this Indenture). In such case, (i) the transaction associated

with such consideration, or portion of such transaction associated with the consideration, so designated shall not constitute an Affiliate

Transaction and (ii) the consideration received by CCO or any Restricted Subsidiary directly associated with the consideration designated

as a Restricted Payment shall be deemed to be Capital Stock Sale Proceeds in an amount not greater than the amount of consideration designated

as a Restricted Payment.

 

Section 4.14             Liens .

 

The Company shall not, directly or indirectly,

create, incur or assume any Lien of any kind securing Indebtedness on any asset of the Company, whether owned on the Issue Date or thereafter

acquired, except Permitted Liens.

 

Section 4.15             Existence .

 

Subject to, and as permitted under, Article 5,

the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its limited liability company

existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational

documents (as the same may be amended from time to time) of the Company or any such Subsidiary; provided , however , that

the Company shall not be required to preserve or keep the corporate, partnership or other existence of any of its Subsidiaries (other

than Capital Corp if the other Issuer is not then a corporation), if the Company shall determine that the preservation or keeping thereof

is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof

is not adverse in any material respect to the Company and its Restricted Subsidiaries, taken as a whole.

 

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Section 4.16             Repurchase

at the Option of Holders upon a Change of Control Triggering Event. If a Change of Control Triggering Event occurs, subject to certain

limitations described below in this Section 4.16, each Holder shall have the right to require the Issuers to repurchase all or any

part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a “Change of

Control Offer.” In the Change of Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal

to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Special Interest, if any,

thereon to but excluding the date of purchase.

 

Within thirty days following any Change of Control

Triggering Event, the Issuers shall transmit a notice of such Change of Control Offer electronically in accordance with the applicable

procedures of DTC or by first-class mail to each holder of Notes at the address of such holder appearing in the security register or

otherwise in accordance with the applicable procedures of DTC (with a copy to the Trustee) describing the transaction or transactions

that constitute the Change of Control Triggering Event and stating:

 

(1)            the

purchase price and the purchase date, which shall not exceed 30 Business Days from the date such notice is mailed (the “ Change

of Control Payment Date ”);

 

(2)            that

any Note not tendered shall continue to accrue interest;

 

(3)            that,

unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of

Control Offer shall cease to accrue interest after the Change of Control Payment Date;

 

(4)            that

Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the

form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address

specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

 

(5)            that

Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second

Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the

principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;

and

 

(6)            that

Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of

the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess

thereof.

 

To the extent that the provisions of any securities

laws or regulations conflict with the provisions of this Indenture, the Issuers shall not be deemed to have breached its obligations

described in this Indenture by virtue of compliance with such laws or regulations.

 

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On the Change of Control Payment Date, the Issuers

shall, to the extent lawful:

 

(1)            accept

for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

 

(2)            deposit

with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

 

(3)            deliver

or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal

amount of Notes or portions thereof being purchased by the Issuers.

 

The Paying Agent shall promptly transmit to each

Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause

to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered,

if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess

thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change

of Control Payment Date.

 

The provisions described above that require the

Issuers to make a Change of Control Offer following a Change of Control Triggering Event shall be applicable regardless of whether or

not any other provisions in this Supplemental Indenture are applicable. Except as described above with respect to a Change of Control

Triggering Event, this Supplemental Indenture does not contain provisions that permit Holders to require that the Issuers repurchase

or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

 

Notwithstanding any other provision of this Section 4.16,

the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if (i) a third party

makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental

Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under

such Change of Control Offer or (ii) a notice of redemption of all outstanding Notes has been given pursuant to Section 3.03

hereof, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption

is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding

anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional

upon such Change of Control.

 

In the event that Holders of not less than 90%

of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers purchase all of the Notes

held by such Holders, the Issuers will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not

more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that

remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included

in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to, but not including, the date of

redemption (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date

that is on or prior to the redemption date).

 

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The provisions under this Section 4.16 relating

to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be

waived or modified with the written consent of the holders of a majority in principal amount of the Notes then outstanding.

 

Section 4.17             Limitation

on Issuances of Guarantees of Indebtedness .

 

The Company shall not permit any of its Restricted

Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Company except in respect of the Credit Facilities of

the Company (the “ Guaranteed Indebtedness ”) unless:

 

(1)            such

Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee (a “ Subsidiary

Guarantee ”) of the payment of the Notes by such Restricted Subsidiary; and

 

(2)            until

all the Notes have been satisfied in full, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the

benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted

Subsidiary thereof as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee;

 

provided 

that this paragraph shall not be applicable to any Guarantee or any Restricted Subsidiary that existed at the time such Person became

a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

 

If the Guaranteed Indebtedness is subordinated

to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent

that the Guaranteed Indebtedness is subordinated to the Notes.

 

If any Guarantor is released from its obligations

on Guaranteed Indebtedness it shall be automatically released from its obligation with respect to its Guarantee of the Notes hereunder.

 

Section 4.18             Special

Interest Notice .

 

In the event the Issuers are required to pay Special

Interest, the Issuers shall provide written notice to the Trustee of the Issuers’ obligation to pay Special Interest no later than

15 days prior to the next interest payment date, which notice shall set forth the amount of the Special Interest to be paid by the Issuers

on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Special

Interest is payable or the amount thereof.

 

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Section 4.19             Termination

of Covenants .

 

When the Notes of a series (a) have Investment

Grade Ratings from two of the Rating Agencies and (b) no Default or Event of Default has occurred and is continuing, then beginning

on that day and continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes of such series, the

Company and its Restricted Subsidiaries shall not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.16,

4.17 and clause (D) of the first paragraph of Section 5.01 with respect to the Notes of such series. The Issuers shall give

written notice to the Trustee of the satisfaction of conditions (a) and (b) of this Section 4.19.

 

Article 5

 

SUCCESSORS

 

With respect to the Notes only, each Issuer hereby

agrees to expressly subject itself to the provisions of Article 5 of the Base Indenture and Section 5.01 of the Base Indenture

is hereby replaced with the following:

 

Section 5.01             Merger,

Consolidation or Sale of Assets .

 

Neither Issuer may, directly or indirectly: (1) consolidate

or merge with or into another Person or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of its

assets, in one or more related transactions, to another Person; unless:

 

(a)            either:

 

(i)             such

Issuer is the surviving Person; or

 

(ii)            the

Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer,

conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States, any state

thereof or the District of Columbia; provided that if the Person formed by or surviving any such consolidation or merger with

such Issuer is a limited liability company or a Person other than a corporation, a corporate co-issuer shall also be an obligor with

respect to the Notes;

 

(b)           the

Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment,

transfer, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under the Notes and this Supplemental

Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee;

 

(c)            immediately

after such transaction no Default or Event of Default exists; and

 

(d)           such

Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) will, on the date of such transaction

after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the

most recently ended fiscal quarter,

 

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(x)             be

permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of

Section 4.10; or

 

(y)            have

a Leverage Ratio immediately after giving effect to such consolidation or merger no greater than the Leverage Ratio immediately prior

to such consolidation or merger.

 

In addition, the Company may not, directly or

indirectly, lease all or substantially all of its assets, in one or more related transactions, to any other Person. This Section 5.01

shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among any of the Company’s

Wholly Owned Restricted Subsidiaries.

 

Article 6

 

DEFAULTS AND REMEDIES

 

With respect to the Notes only, each Issuer hereby

agrees (a) to expressly subject itself to the provisions of Article 6 of the Base Indenture, (b) that clauses (2), (4),

(5) and (6) below shall amend and replace the equivalent provisions in the Base Indenture; and (c) the paragraphs after

clause (6) below shall be added to the end of Section 6.01 of the Base Indenture:

 

(2) default in payment of the principal of or premium, if any, on the

Notes of such series when due at its Stated Maturity;

 

(4) failure by the Company or any of its Restricted Subsidiaries for 30

consecutive days after written notice thereof has been given to the Company by the Trustee

or to the Company and the Trustee by Holders of at least 30% of the aggregate principal amount

of the Notes of such series outstanding to comply with any of their covenants or agreements

in this Indenture;

 

(5) default under any mortgage, indenture or instrument under which there

may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed

by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed

by the Company or any of its Significant Subsidiaries) whether such Indebtedness or guarantee

now exists, or is created after the Issue Date, if that default:

 

(a) is caused by a failure to pay at final stated maturity the principal

amount on such Indebtedness prior to the expiration of the grace period, if any, provided

in such Indebtedness on the date of such default (a “Payment Default”); or

 

(b) results in the acceleration of such Indebtedness prior to its express

maturity;

 

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and, in each case, the principal amount of any such Indebtedness,

together with the principal amount of any other such Indebtedness under which there has been a Payment Default (measured at the time

of the Payment Default) or the maturity of which has been so accelerated, aggregates the greater of (i) $5,000 million and

(ii) 0.675% of Total Assets;

 

(6) failure by the Company or any of its Significant Subsidiaries to pay

final judgments (measured when such judgment is rendered) which are non-appealable aggregating

in excess of the greater of (i) $5,000 million and (ii) 0.675% of Total Assets,

net of applicable insurance which has not been denied in writing by the insurer, which judgments

remain unpaid, undischarged and unstayed for a period of more than 60 days after such

judgment becomes final (for this purpose, a judgment will be deemed stayed during any time

it is not due and payable);

 

Any notice of Default, notice of acceleration

or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “ Noteholder

Direction ”) provided by any one or more Holders (each, a “ Directing Holder ”) must be accompanied by a written

representation from each such Holder to the Issuers and the Trustee that such Holder represents that it is not (or, in the case such

Holder is DTC or its nominee, that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “ Position

Representation ”), which representation, in the case of a Noteholder Direction relating to a notice of Default (a “ Default

Direction ”), shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist

or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide

the Issuers with such other information as the Issuers may reasonably request from time to time in order to verify the accuracy of such

Directing Holder’s Position Representation within five Business Days of request therefor (a “ Verification Covenant ”).

In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall

be provided by the Beneficial Owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation

and Verification Covenant in delivering its direction to the Trustee.

 

If, following the delivery of a Noteholder Direction,

but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder

was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that the Issuers have initiated

litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its

Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure

period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be

automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction

on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to

the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period

with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from

the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Issuers provide

the Trustee with an Officers’ Certificate that the Verification Covenant has been satisfied; provided that the Issuers shall

promptly deliver such Officers’ Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied.

Any breach of the Position Representation (as evidenced by the delivery to the Trustee of the Officers’ Certificate stating that

a Directing Holder failed to satisfy its Verification Covenant) shall result in such Holder’s participation in such Noteholder

Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes held by the remaining Holders

that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction

shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration shall be voided

and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

 

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Notwithstanding anything in the preceding two

paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result

of a bankruptcy or similar direction shall not require compliance with the foregoing paragraphs.

 

The Trustee shall have no obligation to monitor

or determine whether a Holder is Net Short and can rely conclusively on the Officers’ Certificates delivered by the Issuers and

determinations made by a court of competent jurisdiction.

 

Article 7

 

TRUSTEE

 

With respect to the Notes only, Article 7

of the Base Indenture is hereby replaced with the following:

 

Section 7.01             Duties

of Trustee. (1)        If an Event of Default has occurred

and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Supplemental Indenture, and use the

same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such

person’s own affairs.

 

(2)            Except

during the continuance of an Event of Default:

 

(a)            the

duties of the Trustee shall be determined solely by the express provisions of this Supplemental Indenture and the Trustee need perform

only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants or obligations

shall be read into this Supplemental Indenture against the Trustee; and

 

(b)            in

the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon certificates or opinions required to be furnished to the Trustee hereunder and conforming to the requirements

of this Supplemental Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be

furnished to it, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements

of this Supplemental Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated

therein).

 

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(3)            The

Trustee may not be relieved from liabilities for its own gross negligent action, its own gross negligent failure to act, or its own willful

misconduct, except that:

 

(a)            this

paragraph (3) does not limit the effect of paragraph (2) of this Section 7.01;

 

(b)            the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee

was grossly negligent in ascertaining the pertinent facts; and

 

(c)            the

Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Section 6.05 of the Base Indenture.

 

(4)            Whether

or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is subject

to paragraphs (1), (2), and (3) of this Section 7.01.

 

(5)            No

provision of this Supplemental Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee

shall be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request of any Holders,

unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability, claim, damage

or expense.

 

(6)            The

Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money

held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 

(7)            The

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or documents.

 

Section 7.02             Rights

of Trustee .

 

(1)            The

Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document (whether in its original or

facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate

any fact or matter stated in the document.

 

(2)            Before

the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee

shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion

of Counsel. The Trustee may consult with counsel of its own selection and the written advice or opinion of such counsel or any Opinion

of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted

by it hereunder in good faith and in reliance thereon.

 

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(3)            The

Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed

with due care.

 

(4)            The

Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights

or powers conferred upon it by this Supplemental Indenture.

 

(5)            Unless

otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the Issuers shall be sufficient

if signed by an Officer of the Issuers.

 

(6)            The

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the request

or direction of any of Holder unless such Holder shall have offered to the Trustee security or indemnity satisfactory to it against the

costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

 

(7)            The

Trustee shall not be charged with knowledge of any Default or Event of Default unless either (a) a Responsible Officer of the Trustee

shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall

have been given to and received at the Corporate Trust Office of the Trustee by the Issuers or any Holder and such notice references

the Notes and this Supplemental Indenture.

 

(8)            The

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or

document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see

fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records

and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional

liability of any kind by reason of such inquiry or investigation.

 

(9)            In

no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,

but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and

regardless of the form of action.

 

(10)          The

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person

employed to act hereunder.

 

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(11)          The

Trustee may request that the Issuers deliver certificates setting forth the names of individuals and/or titles of officers authorized

at such time to take specified actions pursuant to this Supplemental Indenture.

 

Section 7.03             Individual

Rights of Trustee .

 

The Trustee in its individual or any other capacity

may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights

it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest, it must eliminate such

conflict within 90 days and apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights

and duties. The Trustee is also subject to Section 7.10.

 

Section 7.04             Trustee’s

Disclaimer .

 

The Trustee shall not be responsible for and makes

no representation as to the validity or adequacy of this Supplemental Indenture or the Notes, it shall not be accountable for the Issuers’

use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this

Supplemental Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the

Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection

with the sale of the Notes or pursuant to this Supplemental Indenture other than its certificate of authentication.

 

Section 7.05             Notice

of Defaults .

 

If a Default or Event of Default occurs and is

continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall deliver to Holders a notice of the Default or

Event of Default within 90 days after the Trustee acquires knowledge thereof. Except in the case of a Default or Event of Default in

payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee

of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders.

 

Section 7.06             [Reserved].

 

Section 7.07             Compensation

and Indemnity .

 

The Issuers shall pay to the Trustee from time

to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s

compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee

promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.

Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

 

The Issuers shall, jointly and severally, indemnify

the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable legal

fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by

it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the

costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself

against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or

performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined

to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for

which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers

shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the

defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers

need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

 

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The obligations of the Issuers in this Section 7.07

shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture.

 

To secure the Issuers’ payment obligations

in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee,

except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive

the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture.

 

When the Trustee incurs expenses or renders services

after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation

for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under

any Bankruptcy Law.

 

Section 7.08             Replacement

of the Trustee .

 

A resignation or removal of the Trustee and appointment

of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

 

The Trustee may resign in writing at any time

and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then

outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

 

(a)           the

Trustee fails to comply with Section 7.10;

 

(b)           the

Trustee is adjudged as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

 

(c)           a

custodian or public officer takes charge of the Trustee or its property; or

 

(d)           the

Trustee becomes incapable of acting.

 

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If the Trustee resigns or is removed or if a vacancy

exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor

Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to

replace the successor Trustee appointed by the Issuers.

 

If a successor Trustee does not take office within

60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal

amount of the then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment

of a successor Trustee.

 

If the Trustee, after written request by any Holder

who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent

jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

 

A successor Trustee shall deliver a written acceptance

of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become

effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Supplemental Indenture. The

successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by

it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien

provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’

obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

 

Section 7.09             Successor

Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate

trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

 

Section 7.10             Eligibility;

Disqualification .

 

There shall at all times be a Trustee hereunder

that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized

under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and

that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

 

Article 8

 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 

With respect to the Notes only, clause (a) of

Section 8.02 of the Base Indenture is hereby replaced with the following:

 

Section 8.02           

Legal Defeasance and Discharge

 

(a)            the

rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Special

Interest, if any, on the Notes when such payments are due from the trust referred to below;

 

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With respect to the Notes only, Section 8.03

of the Base Indenture is hereby replaced with the following:

 

Section 8.03             Covenant

Defeasance .

 

Upon the Issuers’ exercise under Section 8.01

of the Base Indenture of the option applicable to this Section 8.03, the Issuers shall, subject to the satisfaction of the conditions

set forth in Section 8.04 of the Base Indenture, be released from their obligations under the covenants contained in Article 5

and Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16, 4.17 and 4.19 with respect to the outstanding Notes on and after the

date the conditions set forth in Section 8.04 of the Base Indenture are satisfied (hereinafter, “ Covenant Defeasance ”),

and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration

or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”

for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this

purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no

liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of

any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein

or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but,

except as specified above, the remainder of this Supplemental Indenture and such Notes shall be unaffected thereby. In addition, upon

the Issuers’ exercise under Section 8.01 of the Base Indenture of the option applicable to this Section 8.03, subject

to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(3) through 6.01(6) of the Base Indenture

shall not constitute Events of Default.

 

Article 9

 

AMENDMENT, SUPPLEMENT AND WAIVER

 

With respect to the Notes only, each Issuer hereby

agrees to expressly subject itself to the provisions of Article 9 of the Base Indenture and clauses (3), (9) and (10) of

Section 9.01 of the Base Indenture are hereby replaced with the following:

 

Section 9.01             Without

Consent of Holders of Notes .

 

(3)             provide

for or confirm the issuance of Additional Notes or the Exchange Notes pursuant to the Registration Rights Agreement;

 

(9)             change

or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there

are no outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit

of such provision and as to which such supplemental indenture would apply;

 

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(10)          evidence

and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Notes and to add

to or change any of the provisions of this Indenture as shall be necessary for or to facilitate the administration of the trusts hereunder

by more than one Trustee; and

 

With respect to the Notes only, the following

is hereby included as clause (11) of Section 9.01 of the Base Indenture:

 

(11)          make

any amendment to the provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change or in the application

thereof as described in the last paragraph of the definition of “GAAP.”

 

With respect to the Notes only, clauses (2), (3),

(5) and (7) of Section 9.02 of the Base Indenture are hereby replaced with the following:

 

Section 9.02             With

Consent of Holders of Notes .

 

(2)            reduce

the principal of or change the Stated Maturity of any Note or alter the payment provisions with respect to the redemption of the Notes

(other than a payment required by Section 3.09, Section 4.11, or Section 4.16 of this Supplemental Indenture), provided 

that the provisions regarding the notice and timing thereof may be amended with the consent of the Holders of a majority in aggregate

principal amount of the Notes;

 

(3)            reduce

the stated rate of or extend the stated time for payment of interest on any Note;

 

(5)            make

any Note payable in currency other than that stated in the Notes;

 

(7)             waive

a redemption payment with respect to any Note (other than a payment required by Section 3.09, Section 4.11, or Section 4.16

of this Supplemental Indenture); or

 

With respect to the Notes only, Section 9.03

of the Base Indenture is hereby replaced with the following:

 

Section 9.03             Compliance

with Trust Indenture Act.

 

If this Indenture is qualified under the TIA,

and any provision hereof limits, qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and

govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the

TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded,

as the case may be. Initially, this Indenture will not be qualified under the TIA or subject to the terms of the TIA.

 

- 88 -

 

 

Article 12

 

MISCELLANEOUS

 

With respect to the Notes only, the last paragraph

of Section 12.02 of the Base Indenture is hereby replaced with the following:

 

The Trustee shall have the right to accept

and act upon instructions, including funds transfer instructions (“ Instructions ”) given pursuant to this

Indenture and delivered using Electronic Means; provided, however, that the Issuers shall provide to the Trustee an incumbency

certificate listing persons with the authority to provide such Instructions (“ Authorized Persons ”) and containing

specimen signatures of such Authorized Persons, which incumbency certificate shall be amended by the Issuers whenever a person is to

be added or deleted from the listing. If the Issuers elect to give the Trustee Instructions using Electronic Means and the Trustee

in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed

controlling. The Issuers understand and agree that the Trustee cannot determine the identity of the actual sender of such

Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Person

listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Person. The Issuers shall be

responsible for ensuring that only Authorized Person transmit such Instructions to the Trustee and that the Issuers and all

Authorized Person are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes,

passwords and/or authentication keys upon receipt by the Issuers. The Trustee shall not be liable for any losses, costs or expenses

arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such

directions conflict or are inconsistent with a subsequent written instruction. The Issuers agree: (i) to assume all risks

arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the

Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties and (ii) that it is fully

informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there

may be more secure methods of transmitting Instructions than the method(s) selected by the Issuers.

 

With respect to the Notes only, Section 12.13

of the Base Indenture is hereby replaced with the following:

 

Section 12.13           Table

of Contents, Headings, etc.

 

The Table of Contents, Cross-Reference Table and

headings of the Articles and Sections of this Supplemental Indenture and the Base Indenture have been inserted for convenience of reference

only, are not to be considered a part of this Supplemental Indenture or the Base Indenture and shall in no way modify or restrict any

of the terms or provisions. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Articles, Sections

or clauses refer to Articles, Sections and clauses contained in this Supplemental Indenture, unless such Article, Section or clause

is incorporated herein by reference to the Base Indenture or no such Article, Section or clause appears in this Supplemental Indenture,

in which case such references refer to the applicable section of the Base Indenture.

 

- 89 -

 

 

With respect to the Notes only, the following

Sections 12.17 and 12.18 are hereby added to Article 12 of the Base Indenture:

 

Section 12.17           Supplemental

Indenture Controls .

 

In case any provision of this Supplemental Indenture

conflicts with any provision of the Base Indenture, the provisions of this Supplemental Indenture shall govern and be controlling, solely

with respect to the Notes (and any Subsidiary Guarantees endorsed thereon).

 

Section 12.18            Submission

to Jurisdiction .

 

The parties irrevocably submit to the non-exclusive

jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action or proceeding

arising out of or relating to this Indenture. To the fullest extent permitted by applicable law, the parties irrevocably waive and agree

not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any

objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court

and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

 

Article 13

 

SATISFACTION AND DISCHARGE

 

Section 13.01           Satisfaction

and Discharge of Supplemental Indenture

 

This Supplemental Indenture shall cease to be

of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for),

and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge

of this Supplemental Indenture, when

 

(1)            either

 

(a)            all

Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been

replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been deposited in trust

or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered

to the Trustee for cancellation; or

 

(b)            all

such Notes not theretofore delivered to the Trustee for cancellation

 

(i)              have

become due and payable; or

 

(ii)             will

become due and payable at their Stated Maturity within one year, or

 

(iii)           are

to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by

the Trustee in the name, and at the expense, of the Issuers,

 

- 90 -

 

 

and the Issuers, in the case of (i),

(ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount

sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for

principal (and premium, if any) and interest (including Special Interest, if any) to the date of such deposit (in the case of Notes which

have become due and payable) or to the maturity or redemption thereof, as the case may be;

 

(2)            the

Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers; and

 

(3)            the

Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent

herein provided for relating to the satisfaction and discharge of this Supplemental Indenture have been complied with.

 

Notwithstanding the satisfaction and discharge of this Supplemental

Indenture pursuant to this Article 13, the obligations of the Issuers to the Trustee under Section 7.07, and, if money shall

have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 13.01, the obligations of

the Trustee under Section 13.02 shall survive such satisfaction and discharge.

 

Section 13.02           Application

of Trust Money .

 

All money deposited with the Trustee pursuant

to Section 13.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Supplemental

Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto,

of the principal (and premium, if any) and interest (including Special Interest, if any) for whose payment such money has been deposited

with the Trustee.

 

[Signatures on following page]

 

- 91 -

 

 

Dated as of January 13, 2026

 

 

  CCO HOLDINGS, LLC, as an Issuer

     

By: /s/ Jeffrey B. Murphy

    Name:
Jeffrey B. Murphy

    Title:
Senior Vice President, Corporate Finance and Development

 

  CCO HOLDINGS CAPITAL CORP., as an Issuer

     

By: /s/ Jeffrey B. Murphy

    Name:
Jeffrey B. Murphy

    Title:
Senior Vice President, Corporate Finance and Development

  

[Signature Page to Eleventh Supplemental

Indenture]

 

 

 

 

 

  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

     

By: /s/ Ann Dolezal

    Name:
Ann M. Dolezal

    Title:
Vice President

 

[Signature Page to Eleventh Supplemental

Indenture]

 

 

 

 

EXHIBIT A-1

 

[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.]

1

 

 

1             Include Global Note Legend, if applicable.

 

A- 1

 

 

[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.] 2

 

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY

ISSUED IN A TRANSACTION 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.] 3

 

 

2             Include Private Placement Legend, if applicable.

3             Include Regulation S Legend, if applicable.

 

A- 2

 

 

[Face of Note]

 

CUSIP NO. [            ]

 

7.000% Senior Notes due 2033

 

No. [   ]

 

$[                    ]

 

CCO Holdings, LLC and CCO Holdings Capital Corp.

 

promise to pay to [       ] or to registered assigns the principal amount

of [       ] DOLLARS on February 1, 2033

 

Interest Payment Dates: February 1 and August 1

 

Record Dates: January 15 and July 15

 

Subject to Restrictions set forth in this Note.

 

A- 3

 

 

 

IN WITNESS WHEREOF, each of CCO Holdings, LLC and

CCO Holdings Capital Corp. has caused this instrument to be duly executed.

 

Dated: [                     ]

 

 
CCO HOLDINGS, LLC

 
 

 
By:
 

 
 
Name:

 
 
Title:

 
 

 
By:
 

 
 
Name:

 
 
Title:

 
 

 
CCO HOLDINGS CAPITAL CORP.

 
 

 
By:
 

 
 
Name:

 
 
Title:

 
 

 
By:
 

 
 
Name:

 
 
Title:

 

[Signature Page to Global Note]

 

 

 

 

This is one of the Notes referred to in the within-mentioned Supplemental Indenture:
 

 

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,
 

as Trustee
 

 
 

By:
                       
 

 
 

Authorized Signatory
 

 

Dated: [                     ]

 

[Signature Page to Global Note]

 

 

 

 

[Back of Note]


7.000% Senior Note due 2033

 

Capitalized terms used herein shall have the meanings

assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.

 

1.              INTEREST.

Each of CCO Holdings, LLC, a Delaware limited liability company, and CCO Holdings Capital Corp., a Delaware corporation, promise to pay

interest on the principal amount of this Note at the rate of 7.000% per annum from the Issue Date until maturity. The interest rate on

the Notes is subject to increase pursuant to the provisions of the Registration Rights Agreement. The Issuers will pay interest semi-annually

in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business

Day (each an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest

has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the

payment of interest, and if this Note is authenticated between a record date referred to on the face and the next succeeding Interest

Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided , further , that the first Interest

Payment Date shall be August 1, 2026. The Issuers shall pay interest (including post-petition interest in any proceeding under any

Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1.00% per annum in excess of the

rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue

installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

 

2.              METHOD

OF PAYMENT. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close

of business on January 15 and July 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record

date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Supplemental Indenture with respect to

defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained

for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest may be made by

check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer

of immediately available funds will be required with respect to principal of and interest and premium on all Global Notes and all other

Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in

such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 

3.              PAYING

AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Supplemental Indenture, will act

as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Company or any of

its Subsidiaries may act in any such capacity.

 

A- 6

 

 

4.              INDENTURE.

The Issuers issued the Notes under an Indenture dated as of May 23, 2019 (the “ Base Indenture ”), among the Issuers

and the Trustee, as supplemented by the Eleventh Supplemental Indenture dated as of January 13, 2026 (the “ Supplemental

Indenture ”), among the Issuers and the Trustee. The terms of the Notes include those stated in the Supplemental Indenture. The

Notes are subject to all such terms, and Holders are referred to the Supplemental Indenture for a statement of such terms. To the extent

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

shall govern and be controlling.

 

5.              OPTIONAL

REDEMPTION.

 

(a)             On

or after February 1, 2029, the Issuers shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed

as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to 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 %

 

(b)             At

any time prior to February 1, 2029, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount

of the 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; provided that:

 

(1)             at

least 50% of the original aggregate principal amount of the then-outstanding Notes (including Additional Notes but excluding Notes held

by the Issuers or any of their Restricted Subsidiaries) remain outstanding immediately after the occurrence of such redemption, unless

all such Notes are redeemed substantially concurrently; and

 

(2)             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 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 Notes

to the redemption date plus 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 validly tender and do not withdraw such Notes in such tender

offer and the Issuers, or any third party making a such 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 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.

 

A- 7

 

 

6.              MANDATORY

REDEMPTION. Except as otherwise provided in Paragraph 7 below, the Issuers shall not be required to make mandatory redemption payments

with respect to the Notes.

 

7.              REPURCHASE

AT OPTION OF HOLDER.

 

(a)             If

a Change of Control Triggering Event occurs, subject to certain limitations described below in Section 4.16 of the Indenture, the

Issuers shall make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each

Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon

to but excluding the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuers shall transmit a notice

of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail to each Holder

at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC describing

the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment

Date specified in such notice, pursuant to the procedures required by the Supplemental Indenture and described in such notice.

 

(b)             If,

with respect to any Asset Sale, at the expiration of the 450-day period with respect to such Asset Sale, there remain Applicable Proceeds

in excess of the greater of $250.0 million and 1.0% of Consolidated Net Tangible Assets (such amount of Applicable Proceeds that are equal

to the greater of $250.0 million and 1.0% of Consolidated Net Tangible Assets, “ Excess Proceeds ”), the Company shall

make an offer pursuant to Section 4.11 of the Supplemental Indenture to all Holders (an “ Asset Sale Offer ”) and

all holders of other Indebtedness that is of equal priority with the Notes containing provisions requiring offers to purchase or redeem

with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Indebtedness of equal priority that

may be purchased out of the Excess Proceeds. For the avoidance of doubt, the Company may make an Asset Sale Offer at any time within 450

days after the receipt of any Net Proceeds from an Asset Sale, and/or prior to an Asset Sale (subject to the occurrence of an Asset Sale),

or with respect to any Excess Proceeds. The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal

amount of the subject Notes plus accrued and unpaid interest and Special Interest, if any, to the date of the purchase. If the aggregate

principal amount of Notes and such other Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess

Proceeds, the Notes and such other Indebtedness of equal priority to be purchased shall be selected in accordance with the procedures

of the Depositary. If any Excess Proceeds remain after consummation of an Asset Sale Offer (such remaining Excess Proceeds, “ Declined

Excess Proceeds ”), then the Company or any Restricted Subsidiary thereof may use such Declined Excess Proceeds for any purpose

not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Applicable Proceeds and

Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer

from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option

of Holder to Elect Purchase” on the reverse side of the Notes.

 

A- 8

 

 

8.              [Reserved].

 

9.              DENOMINATIONS,

TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess

thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental Indenture. The Registrar and

the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuers may

require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture. The Issuers need not exchange or

register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed

in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes

to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

 

10.            PERSONS

DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

 

11.            AMENDMENT,

SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with the

consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,

consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance

with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit

for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed

herein) may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the

then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange

offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture

or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition

to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for

the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all

of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that

does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance

of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with

applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the

Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the

effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

 

A- 9

 

 

12.            DEFAULTS

AND REMEDIES. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest

on the Notes, (ii) default in payment of the principal of or premium, if any, on the Notes when due at its stated maturity, (iii) failure

by the Company or any of its Restricted Subsidiaries to comply with Section 5.01 of the Supplemental Indenture, (iv) failure

by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company

by the Trustee or to the Company and the Trustee by the Holders of at least 30% of the principal amount of the Notes outstanding to comply

with any of their covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument

under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any

of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether

such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused

by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period, if

any, provided in such Indebtedness on the date of such default (a “ Payment Default ”); or (b) results in the acceleration

of such Indebtedness prior to its express maturity; and, in each case, the principal amount of any such Indebtedness, together with the

principal amount of any other such Indebtedness under which there has been a Payment Default (measured at the time of the Payment Default)

or the maturity of which has been so accelerated, aggregates the greater of (1) $5,000 million and (2) 0.675% of Total

Assets, (vi) failure by the Company or any of its Significant Subsidiaries to pay final judgments (measured when such judgment is

rendered) which are non-appealable aggregating in excess of the greater of (1) $5,000 million and (2) 0.675% of Total Assets,

net of applicable insurance which has not been denied in writing by the insurer, which judgments remain unpaid, undischarged and unstayed

for a period of more than 60 days after such judgment becomes final (for this purpose, a judgment will be deemed stayed during any

time it is not due and payable) or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant

Subsidiaries as set forth in the Supplemental Indenture.

 

However, a Default under clause (iii), (iv), (v) or

(vi) of the previous paragraph will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal

amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (iv) and (vi), the Issuers do not

cure such Default within the time specified in clause (iv) or (vi) of this paragraph after receipt of such notice; provided

that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior

to such notice of Default.

 

In the case of an Event of Default arising from certain

events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action

or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 30%

in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable.

 

Any Noteholder Direction provided by any one or more

Directing Holders must be accompanied by a Position Representation, which representation, in the case of a Default Direction shall be

deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated.

In addition, each Directing Holder must, at the time of providing a Noteholder Direction, make a Verification Covenant. In any case in

which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the

Beneficial Owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation and Verification

Covenant in delivering its direction to the Trustee.

 

A- 10

 

 

If, following the delivery of a Noteholder Direction,

but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder

was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that the Issuers have initiated

litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its

Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure

period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically

reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’

Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default

shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction

shall be automatically reinstituted and any remedy stayed until such time as the Issuers provide the Trustee with an Officers’ Certificate

that the Verification Covenant has been satisfied; provided that the Issuers shall promptly deliver such Officers’ Certificate

to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced

by the delivery to the Trustee of the Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant)

shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the participation of

such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient

to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default

shall be deemed never to have occurred, acceleration shall be voided and the Trustee shall be deemed not to have received such Noteholder

Direction or any notice of such Default or Event of Default.

 

Notwithstanding anything in the preceding two paragraphs

to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy

or similar direction shall not require compliance with the foregoing paragraphs.

 

Holders may not enforce the Supplemental Indenture

or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal

amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to

the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default

relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

 

A- 11

 

 

The Holders of a majority in aggregate principal

amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default

or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment

of interest on, or the principal of, the Notes. Any time period in the Base Indenture or the Supplemental Indenture to cure any actual

or alleged Default or Event of Default with respect to the Notes may be extended or stayed by a court of competent jurisdiction to the

extent such actual or alleged Default or Event of Default is the subject of litigation.

 

The Issuers are required to deliver to the Trustee

annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or

Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what

action the Issuers are taking or propose to take with respect thereto.

 

13.            TRUSTEE

DEALINGS WITH ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services

for any Issuer or its Affiliates, and may otherwise deal with any Issuer or its Affiliates, as if it were not the Trustee.

 

14.            NO

RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator, member or stockholder of the Issuers, as such, shall not have any

liability for any obligations of the Issuers under the Notes or the Supplemental Indenture or for any claim based on, in respect of, or

by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and

release are part of the consideration for the issuance of the Notes.

 

15.            GOVERNING

LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE AND THE SUPPLEMENTAL INDENTURE WITHOUT

GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION

WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF

NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

 

16.            AUTHENTICATION.

This Note shall not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.

 

17.            ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants

by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A

(= Uniform Gifts to Minors Act).

 

18.            ADDITIONAL

RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under

the Supplemental Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in

the Registration Rights Agreement.

 

A- 12

 

 

19.            CUSIP

NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused

CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No

representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and

reliance may be placed only on the other identification numbers placed thereon.

 

The Issuers will furnish to any Holder upon written

request and without charge a copy of the Supplemental Indenture, the Base Indenture and/or the Registration Rights Agreement, as applicable.

Requests may be made to the Issuers:

 

400 Washington Blvd.


Stamford, Connecticut 06902


Attention: Corporate Secretary

 

A- 13

 

 

ASSIGNMENT FORM

 

To assign this Note, fill in the form

below:

 

(I) or (we) assign and transfer this

Note to:

 

 
 

(Insert assignee’s legal name)
 

 

_________________________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or

tax I.D. no.)

 

_________________________________________________________________________________________________________________________

 

_________________________________________________________________________________________________________________________

 

_________________________________________________________________________________________________________________________

 

_________________________________________________________________________________________________________________________

(Print or type assignee’s

name, address and zip code)

 

and irrevocably appoint ________________________________________________

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

 

Date:______________________________

 

Your Signature: _____________________________________________________

(Sign exactly as your name appears on

the face of this Note)

 

Signature Guarantee*:________________________________________________

 

* Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).

 

A- 14

 

 

OPTION OF HOLDER TO ELECT PURCHASE

 

If you want to elect to have this Note purchased

by the Issuers pursuant to Section 4.11 or 4.16 of the Supplemental Indenture, check the appropriate box below:

 

¨
Section 4.11          ¨
Section 4.16

 

If you want to elect to have only part of the Note

purchased by the Issuers pursuant to Section 4.11 or Section 4.16 of the Supplemental Indenture, state the amount you elect

to have purchased:

 

$ _______________________

 

Date:____________________

 

Your Signature:_____________________________________________________


(Sign exactly as your name appears on the face of this Note)

 

Tax Identification No.: _______________________________________________

 

Signature Guarantee*: _______________________________________________

 

* Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).

 

A- 15

 

 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL

NOTE*

 

The following exchanges of a part of this Global

Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note

for an interest in this Global Note, have been made:

 

Date of Exchange

 

Amount of


decrease in


Principal Amount


of this Global


Note

 

Amount of


increase in


Principal Amount


of this Global


Note

 

Principal Amount




of this Global


Note following


such decrease (or


increase)

 

Signature of


authorized officer


of Trustee or Note


Custodian

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 

A- 16

 

 

EXHIBIT A-2

 

[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.] 4

 

 

4               Include

Global Note Legend, if applicable.

 

A- 1

 

 

[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.] 5

 

[THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY

ISSUED IN A TRANSACTION 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.] 6

 

 

5               Include

Private Placement Legend, if applicable.

 

6               Include

Regulation S Legend, if applicable.

 

A- 2

 

 

[Face of Note]

 

CUSIP NO. [                      ]

 

7.375% Senior Notes due 2036

 

No. [    ]

 

$[                         ]

 

CCO Holdings, LLC and CCO Holdings Capital Corp.

 

promise to pay to [             ] or to registered assigns the principal amount

of [            ] DOLLARS on February 1, 2036

 

Interest Payment Dates: February 1 and August 1

 

Record Dates: January 15 and July 15

 

Subject to Restrictions set forth in this Note.

 

A- 3

 

 

IN WITNESS WHEREOF, each of CCO Holdings, LLC and

CCO Holdings Capital Corp. has caused this instrument to be duly executed.

 

Dated: [                     ]

 

 
CCO HOLDINGS, LLC

 
 

 
By:
 

 
 
Name:

 
 
Title:

 
 

 
By:
 

 
 
Name:

 
 
Title:

 
 

 
CCO HOLDINGS CAPITAL CORP.

 
 

 
By:
 

 
 
Name:

 
 
Title:

 
 

 
By:
 

 
 
Name:

 
 
Title:

 

[Signature Page to Global Note]

 

 

 

This is one of the Notes referred to in the within-mentioned Supplemental Indenture:
 

 

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,
 

as Trustee
 

 
 

By:
                           
 

 
 

Authorized Signatory
 

 

Dated: [                     ]

 

[Signature Page to Global Note]

 

 

 

[Back of Note]


7.375% Senior Notes due 2036

 

Capitalized terms used herein shall have the meanings

assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.

 

1.              INTEREST.

Each of CCO Holdings, LLC, a Delaware limited liability company, and CCO Holdings Capital Corp., a Delaware corporation, promise to pay

interest on the principal amount of this Note at the rate of 7.375% per annum from the Issue Date until maturity. The interest rate on

the Notes is subject to increase pursuant to the provisions of the Registration Rights Agreement. The Issuers will pay interest semi-annually

in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business

Day (each an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest

has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the

payment of interest, and if this Note is authenticated between a record date referred to on the face and the next succeeding Interest

Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided , further , that the first Interest

Payment Date shall be August 1, 2026. The Issuers shall pay interest (including post-petition interest in any proceeding under any

Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1.00% per annum in excess of the

rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue

installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year of twelve 30-day months.

 

2.              METHOD

OF PAYMENT. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close

of business on January 15 and July 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record

date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Supplemental Indenture with respect to

defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained

for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest may be made by

check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer

of immediately available funds will be required with respect to principal of and interest and premium on all Global Notes and all other

Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in

such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

 

3.              PAYING

AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Supplemental Indenture, will act

as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Company or any of

its Subsidiaries may act in any such capacity.

 

A- 6

 

 

4.              INDENTURE.

The Issuers issued the Notes under an Indenture dated as of May 23, 2019 (the “ Base Indenture ”), among the Issuers

and the Trustee, as supplemented by the Eleventh Supplemental Indenture dated as of January 13, 2026 (the “ Supplemental

Indenture ”), among the Issuers and the Trustee. The terms of the Notes include those stated in the Supplemental Indenture. The

Notes are subject to all such terms, and Holders are referred to the Supplemental Indenture for a statement of such terms. To the extent

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

shall govern and be controlling.

 

5.              OPTIONAL

REDEMPTION.

 

(a)             On

or after February 1, 2031, the Issuers shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed

as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, thereon to 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 redeem up to 40% of the aggregate principal amount

of the 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; provided that:

 

(1)             at

least 50% of the original aggregate principal amount of the then-outstanding Notes (including Additional Notes but excluding Notes held

by the Issuers or any of their Restricted Subsidiaries) remain outstanding immediately after the occurrence of such redemption, unless

all such Notes are redeemed substantially concurrently; and

 

(2)             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, 2031, the Issuers may redeem outstanding 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 Notes

to the redemption date plus 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 validly tender and do not withdraw such Notes in such tender

offer and the Issuers, or any third party making a such 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 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.

 

A- 7

 

 

6.              MANDATORY

REDEMPTION. Except as otherwise provided in Paragraph 7 below, the Issuers shall not be required to make mandatory redemption payments

with respect to the Notes.

 

7.              REPURCHASE

AT OPTION OF HOLDER.

 

(a)             If

a Change of Control Triggering Event occurs, subject to certain limitations described below in Section 4.16 of the Indenture, the

Issuers shall make an offer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each

Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon

to but excluding the date of purchase. Within 30 days following any Change of Control Triggering Event, the Issuers shall transmit a notice

of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail to each Holder

at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures of DTC describing

the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment

Date specified in such notice, pursuant to the procedures required by the Supplemental Indenture and described in such notice.

 

(b)             If,

with respect to any Asset Sale, at the expiration of the 450-day period with respect to such Asset Sale, there remain Applicable Proceeds

in excess of the greater of $250.0 million and 1.0% of Consolidated Net Tangible Assets (such amount of Applicable Proceeds that are equal

to the greater of $250.0 million and 1.0% of Consolidated Net Tangible Assets, “ Excess Proceeds ”), the Company shall

make an offer pursuant to Section 4.11 of the Supplemental Indenture to all Holders (an “ Asset Sale Offer ”) and

all holders of other Indebtedness that is of equal priority with the Notes containing provisions requiring offers to purchase or redeem

with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Indebtedness of equal priority that

may be purchased out of the Excess Proceeds. For the avoidance of doubt, the Company may make an Asset Sale Offer at any time within 450

days after the receipt of any Net Proceeds from an Asset Sale, and/or prior to an Asset Sale (subject to the occurrence of an Asset Sale),

or with respect to any Excess Proceeds. The offer price in any Asset Sale Offer will be payable in cash and equal to 100% of principal

amount of the subject Notes plus accrued and unpaid interest and Special Interest, if any, to the date of the purchase. If the aggregate

principal amount of Notes and such other Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess

Proceeds, the Notes and such other Indebtedness of equal priority to be purchased shall be selected in accordance with the procedures

of the Depositary. If any Excess Proceeds remain after consummation of an Asset Sale Offer (such remaining Excess Proceeds, “ Declined

Excess Proceeds ”), then the Company or any Restricted Subsidiary thereof may use such Declined Excess Proceeds for any purpose

not otherwise prohibited by the Supplemental Indenture. Upon completion of each Asset Sale Offer, the amount of Applicable Proceeds and

Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer

from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option

of Holder to Elect Purchase” on the reverse side of the Notes.

 

A- 8

 

 

8.              [Reserved].

 

9.              DENOMINATIONS,

TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess

thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental Indenture. The Registrar and

the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuers may

require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture. The Issuers need not exchange or

register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed

in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes

to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

 

10.            PERSONS

DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

 

11.            AMENDMENT,

SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with the

consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,

consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any existing Default or compliance

with any provision of the Supplemental Indenture or the Notes (other than any provision relating to the right of any Holder to bring suit

for the enforcement of any payment of principal, premium, if any, any interest on the Note, on or after the scheduled due dates expressed

herein) may be waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the

then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange

offer for, Notes). Without the consent of any Holder of a Note, the Issuers and the Trustee may amend or supplement the Supplemental Indenture

or the Notes (i) to cure any ambiguity, mistake, defect or inconsistency, (ii) to provide for uncertificated Notes in addition

to or in place of certificated Notes, (iii) to provide for or confirm the issuance of Additional Notes, (iv) to provide for

the assumption of the Issuers’ obligations to Holders in the case of a merger or consolidation or sale of all or substantially all

of the Issuers’ assets, (v) to make any change that would provide any additional rights or benefits to the Holders or that

does not adversely affect the legal rights under the Supplemental Indenture of any such Holder, (vi) to provide for the issuance

of Exchange Notes pursuant to the Registration Rights Agreement or to comply with the requirements of the SEC as necessary to comply with

applicable law, (vii) to conform the Supplemental Indenture or the Notes to the “Description of Notes” section of the

Offering Memorandum, or (viii) to make any amendment to the provisions of the Supplemental Indenture or the Notes to eliminate the

effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”

 

A- 9

 

 

12.            DEFAULTS

AND REMEDIES. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest

on the Notes, (ii) default in payment of the principal of or premium, if any, on the Notes when due at its stated maturity, (iii) failure

by the Company or any of its Restricted Subsidiaries to comply with Section 5.01 of the Supplemental Indenture, (iv) failure

by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company

by the Trustee or to the Company and the Trustee by the Holders of at least 30% of the principal amount of the Notes outstanding to comply

with any of their covenants or agreements in the Supplemental Indenture, (v) default under any mortgage, indenture or instrument

under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any

of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether

such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: (a) is caused

by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period, if

any, provided in such Indebtedness on the date of such default (a “ Payment Default ”); or (b) results in the acceleration

of such Indebtedness prior to its express maturity; and, in each case, the principal amount of any such Indebtedness, together with the

principal amount of any other such Indebtedness under which there has been a Payment Default (measured at the time of the Payment Default)

or the maturity of which has been so accelerated, aggregates the greater of (1) $5,000 million and (2) 0.675% of Total

Assets, (vi) failure by the Company or any of its Significant Subsidiaries to pay final judgments (measured when such judgment is

rendered) which are non-appealable aggregating in excess of the greater of (1) $5,000 million and (2) 0.675% of Total Assets,

net of applicable insurance which has not been denied in writing by the insurer, which judgments remain unpaid, undischarged and unstayed

for a period of more than 60 days after such judgment becomes final (for this purpose, a judgment will be deemed stayed during any

time it is not due and payable) or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant

Subsidiaries as set forth in the Supplemental Indenture.

 

However, a Default under clause (iii), (iv), (v) or

(vi) of the previous paragraph will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal

amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (iv) and (vi), the Issuers do not

cure such Default within the time specified in clause (iv) or (vi) of this paragraph after receipt of such notice; provided

that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior

to such notice of Default.

 

In the case of an Event of Default arising from certain

events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action

or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 30%

in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable.

 

Any Noteholder Direction provided by any one or more

Directing Holders must be accompanied by a Position Representation, which representation, in the case of a Default Direction shall be

deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated.

In addition, each Directing Holder must, at the time of providing a Noteholder Direction, make a Verification Covenant. In any case in

which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the

Beneficial Owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation and Verification

Covenant in delivering its direction to the Trustee.

 

A- 10

 

 

If, following the delivery of a Noteholder Direction,

but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder

was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that the Issuers have initiated

litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its

Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure

period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically

reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’

Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default

shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction

shall be automatically reinstituted and any remedy stayed until such time as the Issuers provide the Trustee with an Officers’ Certificate

that the Verification Covenant has been satisfied; provided that the Issuers shall promptly deliver such Officers’ Certificate

to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced

by the delivery to the Trustee of the Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant)

shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the participation of

such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient

to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default

shall be deemed never to have occurred, acceleration shall be voided and the Trustee shall be deemed not to have received such Noteholder

Direction or any notice of such Default or Event of Default.

 

Notwithstanding anything in the preceding two paragraphs

to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy

or similar direction shall not require compliance with the foregoing paragraphs.

 

Holders may not enforce the Supplemental Indenture

or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal

amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to

the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default

relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

 

A- 11

 

 

The Holders of a majority in aggregate principal

amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default

or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment

of interest on, or the principal of, the Notes. Any time period in the Base Indenture or the Supplemental Indenture to cure any actual

or alleged Default or Event of Default with respect to the Notes may be extended or stayed by a court of competent jurisdiction to the

extent such actual or alleged Default or Event of Default is the subject of litigation.

 

The Issuers are required to deliver to the Trustee

annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or

Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what

action the Issuers are taking or propose to take with respect thereto.

 

13.            TRUSTEE

DEALINGS WITH ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services

for any Issuer or its Affiliates, and may otherwise deal with any Issuer or its Affiliates, as if it were not the Trustee.

 

14.            NO

RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator, member or stockholder of the Issuers, as such, shall not have any

liability for any obligations of the Issuers under the Notes or the Supplemental Indenture or for any claim based on, in respect of, or

by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and

release are part of the consideration for the issuance of the Notes.

 

15.            GOVERNING

LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE AND THE SUPPLEMENTAL INDENTURE WITHOUT

GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION

WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF

NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

 

16.            AUTHENTICATION.

This Note shall not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.

 

17.            ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants

by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A

(= Uniform Gifts to Minors Act).

 

18.            ADDITIONAL

RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under

the Supplemental Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in

the Registration Rights Agreement.

 

A- 12

 

 

19.            CUSIP

NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused

CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No

representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and

reliance may be placed only on the other identification numbers placed thereon.

 

The Issuers will furnish to any Holder upon written

request and without charge a copy of the Supplemental Indenture, the Base Indenture and/or the Registration Rights Agreement, as applicable.

Requests may be made to the Issuers:

 

400 Washington Blvd.


Stamford, Connecticut 06902


Attention: Corporate Secretary

 

A- 13

 

 

ASSIGNMENT FORM

 

To assign this Note, fill in the form

below:

 

(I) or (we) assign and transfer this

Note to:

 

 
 

(Insert assignee’s legal name)
 

 

_________________________________________________________________________________________________________________________

(Insert assignee’s soc. sec. or

tax I.D. no.)

 

_________________________________________________________________________________________________________________________

 

_________________________________________________________________________________________________________________________

 

_________________________________________________________________________________________________________________________

 

_________________________________________________________________________________________________________________________

(Print or type assignee’s

name, address and zip code)

 

and irrevocably appoint ________________________________________________

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

 

Date:______________________________

 

Your Signature: _____________________________________________________

(Sign exactly as your name appears on

the face of this Note)

 

Signature Guarantee*:________________________________________________

 

* Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).

 

A- 14

 

 

OPTION OF HOLDER TO ELECT PURCHASE

 

If you want to elect to have this Note purchased

by the Issuers pursuant to Section 4.11 or 4.16 of the Supplemental Indenture, check the appropriate box below:

 

¨
Section 4.11           ¨
Section 4.16

 

If you want to elect to have only part of the Note

purchased by the Issuers pursuant to Section 4.11 or Section 4.16 of the Supplemental Indenture, state the amount you elect

to have purchased:

 

$ _______________________

 

Date:____________________

 

Your Signature:_____________________________________________________


(Sign exactly as your name appears on the face of this Note)

 

Tax Identification No.: _______________________________________________

 

Signature Guarantee*: _______________________________________________

 

* Participant in a recognized Signature Guarantee Medallion Program

(or other signature guarantor acceptable to the Trustee).

 

A- 15

 

 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL

NOTE*

 

The following exchanges of a part of this Global

Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note

for an interest in this Global Note, have been made:

 

Date of Exchange

 

Amount of


decrease in


Principal Amount


of this Global


Note

 

Amount of


increase in


Principal Amount


of this Global


Note

 

Principal Amount




of this Global


Note following


such decrease (or


increase)

 

Signature of


authorized officer


of Trustee or Note


Custodian

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 

A- 16

 

 

EXHIBIT B

 

FORM OF CERTIFICATE OF TRANSFER

 

CCO Holdings, LLC


CCO Holdings Capital Corp.


400 Washington Blvd.


Stamford, Connecticut 06902

 

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


311 South Wacker Drive 

Suite 6200B, Floor 62 

Mailbox #44


Chicago, Illinois


60606


Attention: Corporate Trust Administration

 

Re: CCO

Holdings, LLC and CCO Holdings Capital Corp.

¨    [7.000%

Senior Notes due 2033] [7.375% Senior Notes due 2036] (CUSIP [               ])

(the “ Notes ”)

 

Reference is hereby made to the Indenture, dated

as of May 23, 2019, among CCO Holdings, LLC (“ CCO Holdings ”), CCO Holdings Capital Corp. (together with

CCO Holdings, the “ Issuers ”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented

by the Eleventh Supplemental Indenture dated as of January 13, 2026 (the “ Supplemental Indenture ”). Capitalized

terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.

 

___________________ (the “ Transferor ”)

owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_____________________________

in such Note[s] or interests (the “ Transfer ”), to ___________________________ (the “ Transferee ”),

as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

 

[CHECK ALL THAT APPLY]

 

¨              1.

Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Definitive Note Pursuant to Rule 144A.

The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended

(the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive

Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive

Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such

Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting

the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the

United States. Upon consummation of the proposed Transfer in accordance with the terms of the Supplemental Indenture, the transferred

beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed

on the Rule 144A Global Note and/or the Definitive Note and in the Supplemental Indenture and the Securities Act.

 

B- 1

 

 

¨               2.

Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation

S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,

the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at

the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf

reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or

through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows

that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention

of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction

is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer

in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will be subject to

the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive

Note and in the Supplemental Indenture and the Securities Act. If the Transfer of the beneficial interest occurs prior to the expiration

of the 40-day distribution compliance period set forth in Regulation S, the transferred beneficial interest will be held immediately

thereafter through Euroclear or Clearstream.

 

¨               3.

Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to any provision of the Securities

Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable

to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities

Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies

that (check one):

 

¨               (i) such

Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

 

¨               (ii) such

Transfer is being effected to the Issuers or a subsidiary thereof; or

 

¨               (iii) such

Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus

delivery requirements of the Securities Act; or

 

¨               (iv) such

Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of

the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has

not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the

transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements

of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D