Form 8-K

8-K — CHARTER COMMUNICATIONS, INC. /MO/

Accession: 0001104659-26-098363

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0001091667

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623401d1_8k.htm (Primary)

EX-4.2 — EXHIBIT 4.2 (tm2623401d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2623401d1_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2623401d1_ex99-1.htm)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 18,

2026

Charter Communications, Inc.

CCO Holdings, LLC

CCO Holdings Capital Corp.

(Exact

name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation

or organization)

001-33664

84-1496755

001-37789

86-1067239

333-112593-01

20-0257904

(Commission File Number)

(I.R.S. Employer Identification Number)

400 Washington Blvd.

Stamford, Connecticut 06902

(Address of principal executive offices including

zip code)

(203) 905-7801

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

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

¨ Soliciting

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

¨ Pre-commencement

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

¨ Pre-commencement

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

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class A Common Stock, $.001 Par Value

CHTR

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK

0001271833

Co-Registrant Amendment Flag

false

Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-08-18

Incorporate State Country Code

Delaware

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

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Co-Registrant AddressLine1

400 Washington Blvd.

Co-Registrant City or Town

Stamford

Co-Registrant State

Connecticut

Co-Registrant Postal Zip code

06901

Co-Registrant City area code

203

Co-Registrant Local Phone number

905-7801

Co-Registrant Emerging Growth Company

false

Co-Registrant CIK

0001271834

Co-Registrant Amendment Flag

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Co-Registrant Form Type

8-K

Co-Registrant DocumentPeriodEndDate

2026-08-18

Incorporate State Country Code

Delaware

Co-Registrant Written Communications

false

Co-Registrant Solicitating Materials

false

Co-Registrant PreCommencement Tender Offer

false

Co-Registrant PreCommencement Issuer Tender Offer

false

Co-Registrant AddressLine1

400 Washington Blvd.

Co-Registrant City or Town

Stamford

Co-Registrant State

Connecticut

Co-Registrant Postal Zip code

06901

Co-Registrant City area code

203

Co-Registrant Local Phone number

905-7801

Co-Registrant Emerging Growth Company

false

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Issuance of 6.050% Senior Secured Notes

due 2032, 6.600% Senior Secured Notes due 2034, 6.950% Senior Secured Notes due 2036 and 7.850% Senior Secured Notes due 2056

On August 18, 2026 (the “Closing Date”),

Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”)

issued (i) $1,750,000,000 aggregate principal amount of 6.050% Senior Secured Notes due 2032 (the “2032 Notes”), (ii) $1,000,000,000

aggregate principal amount of 6.600% Senior Secured Notes due 2034 (the “2034 Notes”), (iii) $1,000,000,000 aggregate principal

amount of 6.950% Senior Secured Notes due 2036 (the “2036 Notes”) and (iv) $1,000,000,000 aggregate principal amount of 7.850%

Senior Secured Notes due 2056 (the “2056 Notes,” and together with the 2032 Notes, the 2034 Notes and the 2036 Notes, the

“Notes”). The offering and sale of the Notes were made pursuant to an automatic shelf registration statement on Form S-3 filed

with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2026 and a prospectus supplement dated August 6,

2026.

In connection therewith, the Issuers entered

into the below agreements.

Secured Notes Indenture

On the Closing Date, the Issuers, CCO Holdings,

LLC (the “Parent Guarantor”) and the Subsidiary Guarantors entered into a supplemental indenture with the Trustee and Collateral

Agent in connection with the issuance of the Notes and the terms thereof (the “Twenty-Eighth Supplemental Indenture”). The

Twenty-Eighth Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the Issuers, CCO Safari

II, LLC, the Trustee and the Collateral Agent (the “Base Indenture” and, together with the Twenty-Eighth Supplemental Indenture,

the “Indenture”) providing for the issuance of senior secured notes of the Issuers generally.

The Indenture provides, among other things,

that interest is payable on each series of the Notes on each February 15 and August 15, commencing February 15, 2027. At any time and

from time to time prior to January 15, 2032, the Issuers may redeem the outstanding 2032 Notes in whole or in part at a redemption price

equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including,

the redemption date, plus a make-whole premium. On or after January 15, 2032, the Issuers may redeem some or all of the outstanding 2032

Notes at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest on

the principal amount being redeemed to, but not including, the redemption date. At any time and from time to time prior to December 15,

2033, the Issuers may redeem the outstanding 2034 Notes in whole or in part at a redemption price equal to 100% of the principal amount

thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date, plus a make-whole

premium. On or after December 15, 2033, the Issuers may redeem some or all of the outstanding 2034 Notes at a redemption price equal to

100% of the principal amount of the 2034 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed

to, but not including, the redemption date. At any time and from time to time prior to May 15, 2036, the Issuers may redeem the outstanding

2036 Notes in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on

the principal amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after May 15, 2036, the

Issuers may redeem some or all of the outstanding 2036 Notes at a redemption price equal to 100% of the principal amount of the 2036 Notes

to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. At

any time and from time to time prior to February 15, 2056, the Issuers may redeem the outstanding 2056 Notes in whole or in part at a

redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed

to, but not including, the redemption date, plus a make-whole premium. On or after February 15, 2056, the Issuers may redeem some or all

of the outstanding 2056 Notes at a redemption price equal to 100% of the principal amount of the 2056 Notes to be redeemed, plus accrued

and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The Notes are senior secured obligations

of the Issuers. The Notes are guaranteed on a senior secured basis by the Parent Guarantor and all of the subsidiaries of the Issuers

that guarantee the obligations of CCO under its credit agreement (collectively, the “Guarantors”). The Notes and the guarantees

are secured by a pari passu, first priority security interest, subject to certain permitted liens, in the Issuers’ and the

Guarantors’ assets that secure obligations under the credit agreement.

The terms of the Indenture, among other things,

limit the ability of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.

The Indenture provides for customary events

of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest;

breach of other covenants or agreements in the Indenture; failure of certain guarantees to be enforceable; cessation of a material portion

of the collateral subject to liens or disaffirmation of obligations under the security documents establishing the security interest in

the collateral securing the Notes; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee

or the holders of at least 30% in aggregate principal amount of the then outstanding Notes of a series may declare all the Notes of such

series to be due and payable immediately.

For a complete description of the Indenture

and the Notes, please refer to copies of the Twenty-Eighth Supplemental Indenture, the form of the 2032 Notes, the form of the 2034 Notes,

the form of the 2036 Notes and the form of the 2056 Notes filed herewith as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6, respectively. The foregoing

descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full

text of those documents. Defined terms used in this Item 1.01 but not otherwise defined herein shall have the meanings ascribed to such

terms in the Base Indenture.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION

UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information under the heading “Secured Notes Indenture”

in Item 1.01 above is incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE.

On the Closing Date, the Issuers completed the issuance and sale of

the Notes. The press release announcing the closing of the issuance and sale of the Notes is furnished herewith as Exhibit 99.1.

The furnishing of the attached press release is not an admission as

to the materiality of any information therein. The information contained in the press release is summary information that is intended

to be considered in the context of more complete information included in the Company’s filings with the SEC and other public announcements

that the Company has made and may make from time to time by press release or otherwise.

The information in this Item 7.01 of this Current Report on Form 8-K

and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as

amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not

be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless

of any general incorporation language in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number

Description

4.1*

Indenture, dated as of July 23, 2015, among Charter Communications Operating, LLC, Charter Communications

Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral

agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Charter Communications, Inc. on July 27,

2015).

4.2

Twenty-Eighth Supplemental Indenture, dated as of August 18, 2026, among Charter Communications

Operating, LLC, Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto

and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

4.3

Form of 6.050% Senior Secured Notes due 2032 (included in

Exhibit 4.2 hereto).

4.4

Form of 6.600% Senior Secured Notes due 2034 (included in

Exhibit 4.2 hereto).

4.5

Form of 6.950% Senior Secured Notes due 2036 (included in

Exhibit 4.2 hereto).

4.6

Form of 7.850% Senior Secured Notes due 2056 (included in

Exhibit 4.2 hereto).

5.1

Legal Opinion of Kirkland & Ellis LLP.

23.1

Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto).

99.1

Press release dated August 18, 2026, announcing the closing of the sale of the 6.050% Senior Secured

Notes due 2032, 6.600% Senior Secured Notes due 2034, 6.950% Senior Secured Notes due 2036 and 7.850% Senior Secured Notes due 2056.

104

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

Incorporated by reference and not filed herewith.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp.

has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

CHARTER COMMUNICATIONS, INC.,

Registrant

By:

/s/ Kevin D. Howard

Name:

Kevin D. Howard

Title:

Executive Vice President, Chief Accounting Officer and Controller

Date: August 18, 2026

CCO HOLDINGS, LLC,

Registrant

By:

/s/ Kevin D. Howard

Name:

Kevin D. Howard

Title:

Executive Vice President, Chief Accounting Officer and Controller

Date: August 18, 2026

CCO HOLDINGS CAPITAL CORP.,

Registrant

By:

/s/ Kevin D. Howard

Name:

Kevin D. Howard

Title:

Executive Vice President, Chief Accounting Officer and Controller

Date: August 18, 2026

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2623401d1_ex4-2.htm · Sequence: 2

Exhibit 4.2

Execution Version

CHARTER COMMUNICATIONS OPERATING, LLC

and

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.,

as Issuers,

CCO HOLDINGS, LLC

and

THE SUBSIDIARY GUARANTORS PARTY HERETO,

as Note Guarantors,

and

The Bank

of New York Mellon TRUST COMPANY, N.A.,

as Trustee and Collateral Agent

TWENTY-EIGHTH

SUPPLEMENTAL INDENTURE

Dated as of August 18, 2026

6.050% Senior Secured Notes due 2032

6.600% Senior Secured Notes due 2034

6.950% Senior Secured Notes due 2036

7.850% Senior Secured Notes due 2056

CROSS-REFERENCE TABLE*

Trust Indenture

Act Section

Indenture

Section

310

(a)(1)

7.10

(a)(2)

7.10

(a)(3)

N.A.

(a)(4)

N.A.

(a)(5)

7.10

(b)

7.10

(c)

N.A.

311

(a)

7.11

(b)

7.11

(c)

N.A.

312

(a)

2.05

(b)

12.03

(c)

12.03

313

(a)

7.06

(b)(1)

N.A.

(b)(2)

7.06; 7.07

(c)

7.06; 12.02

(d)

7.06

314

(a)

4.04; 12.02; 12.04

(b)

N.A.

(c)(1)

12.04

(c)(2)

12.04

(c)(3)

N.A.

(d)

N.A.

(e)

12.05

(f)

N.A.

315(a)

7.01; 7.02

(b)

7.05; 12.02

(c)

7.01

(d)

7.01

(e)

6.11

316

(a) (last sentence)

2.09

(a)(1)(A)

6.05

(a)(1)(B)

6.04

(a)(2)

N.A.

(b)

6.07

(c)

2.12

317

(a)(1)

6.08

(a)(2)

6.09

(b)

2.04

318(a)

12.01

(b)

N.A.

(c)

12.01

N.A. means not applicable.

* This Cross Reference Table is not part of this Twenty-Eighth Supplemental Indenture.

-i-

TABLE OF CONTENTS

Page

Article 1

DEFINITIONS

AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Article 2

THE

NOTES

Section 2.01

Form and Dating

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money in Trust

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

Section 2.13

CUSIP Numbers

Section 2.14

FATCA

Article 3

REDEMPTION

AND PREPAYMENT

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes to Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption Price

Section 3.06

Notes Redeemed in Part

Section 3.07

Optional Redemption

Section 3.08

Mandatory Redemption

-ii-

Article 4

COVENANTS

Section 4.03

Reports

Article 5

SUCCESSORS

Article 6

DEFAULTS

AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Article 7

TRUSTEE

Article 8

LEGAL

DEFEASANCE AND COVENANT DEFEASANCE

Article 9

AMENDMENT,

SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders of Notes

Article 10

GUARANTEE

Article 11

[RESERVED]

Article 12

MISCELLANEOUS

Section 12.13

Table of Contents, Headings, etc.

Section 12.16

Supplemental Indenture Controls

Section 12.17

Submission to Jurisdiction

-iii-

Article 13

SATISFACTION

AND DISCHARGE

Section 13.03

Satisfaction and Discharge of Supplemental

Indenture

Section 13.04

Application of Trust Money

Article 14

COLLATERAL

SECTION 2

GRANT

OF SECURITY INTEREST

-iv-

TWENTY-EIGHTH SUPPLEMENTAL INDENTURE dated as of August 18, 2026

(the “Supplemental Indenture”) among Charter Communications Operating, LLC, a Delaware limited liability company (and

any successor Person thereto, “CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (“Capital

Corp” and, together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited liability company (“CCO

Holdings”), the subsidiary guarantors party hereto (together with CCO Holdings, the “Note Guarantors”) and

The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors in such capacity, the “Trustee”)

and as collateral agent (together with its successors in such capacity, the “Collateral Agent”).

WHEREAS, the Issuers, CCO Safari II, LLC, a Delaware limited liability

company, the Trustee and the Collateral Agent have previously executed and delivered an Indenture, dated as of July 23, 2015 (the

“Base Indenture”), providing for the issuance from time to time of one or more series of senior secured debt securities

of the Issuers;

WHEREAS, Section 9.01 of the Base Indenture provides that the

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

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

of the Base Indenture;

WHEREAS, clause (13) of Section 9.01 of the Base Indenture provides

that the Issuers, the Note Guarantors, the Trustee and the Collateral Agent may enter into a supplemental indenture changing or eliminating

any provision of the Base Indenture; provided, that any such change shall become effective only when there are no outstanding

Notes (as defined in the Base Indenture) of such series created prior to the execution of such supplemental indenture which is entitled

to the benefit of such provisions;

WHEREAS, the Issuers and the Note Guarantors are entering into this

Supplemental Indenture to, among other things, establish the form and terms of (i) the Issuers’ new series of 6.050% senior

secured notes due 2032 (the “2032 Notes”), (ii) the Issuers’ new series of 6.600% senior secured notes

due 2034 (the “2034 Notes”), (iii) the Issuers’ new series of 6.950% senior secured notes due 2036 (the

“2036 Notes”) and (iv) the Issuers’ new series of 7.850% senior secured notes due 2056 (the “2056

Notes” and together with the 2032 Notes, the 2034 Notes and the 2036 Notes, the “Notes”), pursuant to the

Base Indenture, as modified by this Supplemental Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery

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

or performed.

NOW, THEREFORE, in consideration of the agreements and obligations

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

Guarantors, the Trustee and the Collateral Agent, for the benefit of each other and for the equal and ratable benefit of the Holders,

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

of the Base Indenture and there is hereby established the Issuers’ “6.050% Senior Secured Notes due 2032,” the Issuers’

“6.600% Senior Secured Notes due 2034,” the Issuers’ “6.950% Senior Secured Notes due 2036” and the Issuers’

“7.850% Senior Secured Notes due 2056”, in each case, as a separate series of Notes (as defined in the Base Indenture) and

such parties further agree that this Supplemental Indenture affects the Issuers’ 6.050% Senior Secured Notes due 2032, 6.600% Senior

Secured Notes due 2034, 6.950% Senior Secured Notes due 2036 and 7.850% Senior Secured Notes due 2056 only and not any other series of

Notes (as defined in the Base Indenture).

Article 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01      Definitions.

The terms defined in this Section 1.01 (except as herein otherwise

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

and of any indenture supplemental hereto that governs the Notes have the respective meanings specified in this Section 1.01. All

other terms used in this Supplemental Indenture that are defined in the Base Indenture or the TIA, either directly or by reference therein

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

meanings assigned to such terms in the Base Indenture or the TIA, as the case may be, as in force at the date of this Supplemental Indenture

as originally executed. For the avoidance of doubt, the term “Indebtedness for Borrowed Money” as used herein shall not include

any obligations under any lease.

“Accounting Change” has the meaning assigned to

such term in the definition of “GAAP.”

“Additional Notes” means Notes issued pursuant

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

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

The Notes issued pursuant to this Supplemental Indenture shall, for

the avoidance of doubt, constitute “Additional Notes” as defined in the Indenture for the purposes of the Collateral Agreement,

dated May 18, 2016, by and among CCO, Capital Corp, the Collateral Agent and the other grantors party thereto from time to time,

as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Base Indenture” has the meaning assigned to it

in the preamble to this Supplemental Indenture.

“Capital Corp” has the meaning assigned to it in

the preamble to this Supplemental Indenture.

“CCO” has the meaning assigned to it in the preamble

to this Supplemental Indenture.

“CCO Holdings” has the meaning assigned to it in

the preamble to this Supplemental Indenture.

“CoBank” means CoBank, ACB, a federally chartered

instrumentality of the United States.

“CoBank Equities” means any of CCO’s stock,

patronage refunds issued in the form of stock or otherwise constituting allocated units, patronage surplus (including any such surplus

accrued by CoBank for the account of CCO) and other equities in CoBank acquired in connection with, or because of the existence of, CCO’s

patronage loan from CoBank (or its affiliate), and the proceeds of any of the foregoing.

“Collateral Agent” has the meaning assigned to

it in the preamble to this Supplemental Indenture.

“Definitive Note” means a certificated Note registered

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

Exhibit A-2, Exhibit A-3, or Exhibit A-4, as applicable, hereto except that such Note shall not bear

the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Global

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

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

“Derivative Instrument” with respect to a Person,

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

of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than

a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which

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

the Issuers (the “Performance References”).

“Electronic Means” shall mean the following communications

methods: e-mail secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued

by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Euroclear”

means Euroclear Bank S.A./N.V.

“GAAP” means generally accepted accounting principles

in the United States in effect on July 23, 2015; provided that at any time after the

Issue Date, the Issuers may elect to establish that GAAP shall mean the GAAP as in effect on a date that is on or after the Issue Date

and on or prior to the date of such election; provided that any such election, once made, shall be irrevocable. At any time after

the Issue Date, the Issuers may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles

in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise

provided in this Indenture), including as to the ability of the Issuers to make an election pursuant to the previous sentence; provided

that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture

that requires the application of GAAP for periods that include fiscal quarters ended prior to the Issuers’ election to apply IFRS

shall remain as previously calculated or determined in accordance with GAAP; provided, further again, that the Issuers may only

make such election if they also elect to report any subsequent financial reports required to be made by the Issuers, including pursuant

to Section 13 or Section 15(d) of the Exchange Act and the covenants set forth under “Reports,” in IFRS. The

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

If there occurs a change in IFRS or GAAP, as the case may be, and

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

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

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

“Global Note” means a permanent Global Note substantially

in the form of Exhibit A-1, Exhibit A-2, Exhibit A-3, or Exhibit A-4, as applicable, hereto

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

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

Notes.

“Global Note Legend” means the legend set forth

in Section 2.06(f) which is required to be placed on all Global Notes issued under this Supplemental Indenture.

“IFRS” has the meaning assigned to such term in

the definition of “GAAP.”

“Indenture” means the Base Indenture, as supplemented

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

“Initial Notes” means the Notes issued on the Issue

Date (and any Notes issued in respect thereof pursuant to Section 2.06, 2.07, 2.10 or 3.06 of this Supplemental Indenture or Section 9.05

of the Base Indenture).

“Issue Date” means August 18, 2026.

“Issuers” means collectively, CCO and Capital Corp,

as the context requires.

“Junior Lien Intercreditor Agreement” means a customary

intercreditor agreement in form reasonably satisfactory to the Administrative Agent, Collateral Agent and CCO, pursuant to which, inter

alia, any Lien that is intended to be subordinated to the Lien securing the Notes Obligations, is so subordinated.

“Long Derivative Instrument” means a Derivative

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

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

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

“Material Subsidiary” means any Person that is

a Domestic Subsidiary if, at the end of the most recent fiscal quarter of CCO, the aggregate amount, determined in accordance with GAAP

consistently applied, of securities of, loans and advances to, and other Investments in, such Person held by CCO and its Subsidiaries

exceeded 10% of CCO’s Consolidated Net Worth. A Securitization Subsidiary shall not be considered a Material Subsidiary.

“Net Short” means, with respect to a Holder or

beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the

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

is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014

ISDA Credit Derivatives Definitions) to have occurred with respect to any Issuer immediately prior to such date of determination.

“Note” or “Notes” has the meaning

assigned to it in the preamble and includes the Initial Notes and any Additional Notes.

“Note Guarantors” has the meaning assigned to it

in the preamble to this Supplemental Indenture.

“Notes Obligations” means Obligations in respect

of the Notes or any Note Guarantee.

“Par Call Date” means (i) with respect to

the 2032 Notes, January 15, 2032, (ii) with respect to the 2034 Notes, December 15, 2033, (iii) with respect to the

2036 Notes, May 15, 2036 and (iv) with respect to the 2056 Notes, February 15, 2056.

“Performance References” has the meaning assigned

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

“Prospectus” means the base prospectus, dated July 27,

2026, as supplemented by the preliminary prospectus supplement, dated August 6, 2026, as supplemented or amended by the free writing

prospectus, dated August 6, 2026, and the final prospectus supplement, dated August 6, 2026 relating to the offering by the

Issuers of $4,750,000,000 aggregate principal amount of Initial Notes.

“Permitted Securitization

Financing” means any financing arrangement or factoring of Securitization Assets by CCO or any Subsidiary or any securitization

facility of any Securitization Subsidiary of CCO, in each case, the obligations of which are non-recourse (except for Standard Securitization

Undertakings) to CCO or any Subsidiary (other than any Securitization Subsidiary) in connection therewith.

“Register” means a register in which, subject to

such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of the Notes and of transfers and exchanges

of such Notes which the Issuers shall cause to be kept at the appropriate office of the Registrar in accordance with Section 2.03.

“Screened Affiliate” means any Affiliate of a Holder

(i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened

Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder

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

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

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

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

in the Notes.

“Securitization Assets” means accounts receivable,

loans, mortgages, royalties, other rights to payment, supporting obligations therefor, proceeds therefrom and other related assets customarily

disposed of or pledged in connection with non-recourse receivables financings or factorings or securitization facilities (as determined

in good faith by CCO).

“Securitization Subsidiary”

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

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

those related to such Permitted Securitization Financing.

“Short Derivative Instrument” means a Derivative

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

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

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

“Standard Securitization

Undertakings” means representations, warranties, covenants (including repurchase obligations) and indemnities entered into

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

financings or factoring or securitization financings.

“Supplemental Indenture” has the meaning assigned

to it in the preamble to this Supplemental Indenture.

“Treasury Rate” means, with respect to any redemption

date, the yield determined by the Issuers in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuers after 4:15 p.m.,

New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal

Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that

appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve

System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H. 15”)

under the caption “U.S. government securities - Treasury constant maturities-Nominal” (or any successor caption or heading)

(“H.15 TCM”). In determining the Treasury Rate, the Issuers shall select, as applicable: (1) the yield for the Treasury

constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining

Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields

- one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury

constant maturity on H.15 immediately longer than the Remaining Life - and shall interpolate to the applicable Par Call Date on a straight-line

basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no

such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity

on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15

shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity

from the redemption date.

If on the third business day preceding the redemption date H.15 TCM

is no longer published, the Issuers shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent

yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury

security maturing on, or with a maturity that is closest to, the applicable Par Call Date. If there is no United States Treasury security

maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant

from such Par Call Date, one with a maturity date preceding such Par Call Date and one with a maturity date following such Par Call Date,

the Issuers shall select the United States Treasury security with a maturity date preceding such Par Call Date. If there are two or more

United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the

criteria of the preceding sentence, the Issuers shall select from among these two or more United States Treasury securities the United

States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury

securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual

yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed

as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three

decimal places.

The Issuer’s actions and determinations in determining the redemption

price shall be conclusive and binding for all purposes, absent manifest error.

“Trustee” has the meaning assigned to it in the

preamble to this Supplemental Indenture.

With respect to the Notes only, the following definition is added

to Section 1.01 of the Base Indenture:

“Existing Secured Notes” means the previously issued

debt securities of the Issuers outstanding on the date hereof.

With respect to the Notes only, the definition of “Credit Agreement”

in the Base Indenture is hereby replaced with the following:

“Credit Agreement” means the Amended and Restated

Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, as amended by Amendment No. 1

on October 24, 2019, as amended by Amendment No. 2 on May 26, 2022, as amended by Amendment No. 3 on February 10,

2023, as amended by Amendment No. 4 on March 23, 2023, as amended by Amendment No. 5 on December 7, 2023, as amended

by Amendment No. 6 on December 3, 2024 and as amended by Amendment No. 7 on May 6, 2026, by and among CCO Holdings,

LLC, a Delaware limited liability company, as holdings, CCO, as the borrower, the lenders party thereto, Bank of America, N.A., as administrative

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

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

or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement

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

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

group of lenders; provided that this Supplemental Indenture shall not constitute the Credit Agreement.

With respect to the Notes only, the definition of “Designated

Parent Companies” in the Base Indenture is hereby replaced with the following:

“Designated Parent Companies” means Charter Communications, Inc.,

CCH II, CCH and CCHC.

With respect to the Notes only, the definition of “Existing

TWC Notes” in the Base Indenture is hereby replaced with the following:

“Existing TWC Notes” means any debt securities

of Time Warner Cable, LLC or any of its Subsidiaries (other than debt securities held by Time Warner Cable, LLC or any of its Subsidiaries)

outstanding on the Issue Date.

With respect to the Notes only, the definition of “Permitted

Liens” in the Base Indenture is hereby replaced with the following:

“Permitted Liens”

means:

(1)           Liens

Incurred by Subsidiaries of CCO to secure Indebtedness For Borrowed Money of such Subsidiaries to CCO or to one or more other Subsidiaries

of CCO;

(2)           Liens

existing on the Issue Date (other than Liens securing obligations under the Credit Agreement, the Notes, the Existing Secured Notes or

the Existing TWC Notes);

(3)           Liens

(excluding for the avoidance of doubt, any Liens securing the Existing TWC Notes) affecting property of a Person existing at the time

it becomes a Subsidiary of CCO or at the time it merges into or consolidates with CCO or a Subsidiary of CCO or at the time of a sale,

lease or other disposition of all or substantially all of the properties of such Person to CCO or any of its Subsidiaries;

(4)           Liens

(excluding for the avoidance of doubt, any Liens securing the Existing TWC Notes) on property or assets existing at the time of the acquisition

thereof or incurred to secure payment of all or a part of the purchase price thereof or to secure indebtedness incurred prior to, at

the time of, or within 18 months after the acquisition thereof for the purpose of financing all or part of the purchase price thereof,

in a principal amount not exceeding 110% of the purchase price;

(5)           Liens

on any property (including, for the avoidance of doubt, any fixed or capital assets) to secure all or part of the cost of acquisition

thereof, improvements thereon or construction thereon or indebtedness incurred to provide funds for such purpose in a principal amount

not exceeding 110% of the cost of such acquisitions, improvements or construction;

(6)           Liens

on shares of stock, indebtedness or other securities or assets of a Person that is not a Subsidiary of CCO;

(7)           any

extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens described

in clauses (2), (3), (4), (5), (6), (9), (10), (11), (12), (13), (14), (15), (16), (17) and (18) (it being understood that any such Liens

described in clause (10) extended, renewed or replaced shall still be deemed outstanding for the purposes of such clause (10) and

permitted thereunder), of this definition, for amounts not exceeding the principal amount of the Indebtedness For Borrowed Money secured

by the Lien so extended, renewed or replaced (plus an amount equal to any premiums, accrued interest, fees and expenses payable in connection

therewith); provided, however, that such extension, renewal or replacement Lien is limited to all or a part of the same

assets that were covered by the Lien extended renewed or replaced (plus improvements on such assets and any Liens on assets that could

have secured the Indebtedness For Borrowed Money pursuant to written agreements and instruments existing at the time);

(8)           with

respect to the Notes of each series, Liens securing Obligations in respect of the Notes of each series and the Note Guarantees thereof

and Liens in favor of the Trustee;

(9)           Liens

resulting from progress payments or partial payments under United States government contracts or subcontracts;

(10)         Liens

arising or existing in connection with Indebtedness For Borrowed Money in an aggregate principal amount not exceeding at the time such

Lien is issued, created or assumed the greater of (a) 15% of the Consolidated Net Worth of CCO and (b) $7 billion;

(11)         Liens

securing the Increased Amount of Indebtedness For Borrowed Money so long as the Lien securing such Indebtedness For Borrowed Money was

permitted under this Indenture;

(12)         Liens

arising under or in connection with any sale and leaseback transaction;

(13)         deposits

made to secure the performance of bids, tenders, trade contracts, leases, statutory or regulatory obligations, surety and appeal bonds,

bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of

business, in each case excluding obligations for borrowed money;

(14)         junior

Liens on assets constituting Collateral under the Security Documents securing indebtedness of CCO, any Issuer or any Guarantor, which

Lien shall be subordinated to the Liens securing the Notes Obligations pursuant to a Junior Lien Intercreditor Agreement;

(15)         CoBank’s

Liens (including the right of setoff) in the CoBank Equities and in any cash patronage;

(16)         Liens

incurred by CCO Holdings, the Issuers or any Note Guarantor to secure Indebtedness For Borrowed Money of such entity to and/or in favor

of any Issuer, any Note Guarantor or one or more Subsidiaries of any Issuer or Note Guarantor;

(17)         Liens

on Equity Interests, Indebtedness or other securities or assets of a Person that is not a Subsidiary of any Issuer; and

(18)         Liens

in connection with grants or subsidies from Governmental Authorities

With respect to the Notes only, the definition of “Wholly Owned

Subsidiary” in the Base Indenture is hereby replaced with the following:

“Wholly Owned Subsidiary” means, as to any Person,

any other Person all of the Equity Interests of which (other than (i) directors’ qualifying shares required by law or (ii) in

the case of CC VIII, LLC, the CCVIII Interest (as defined in the Credit Agreement)) are owned by such Person directly or through other

Wholly Owned Subsidiaries or a combination thereof.

Section 1.02      Other

Definitions.

Term

Defined

in Section

“Authentication Order”

2.02

“Default Direction”

6.02

“Directing Holder”

6.02

“DTC”

2.03

“Noteholder Direction”

6.02

“Paying Agent”

2.03

“Position Representation”

6.02

“Registrar”

2.03

“series”

2.01

“Verification Covenant”

6.02

Article 2

THE NOTES

With respect to the Notes only, Article 2 of the Base Indenture

is hereby replaced with the following:

Section 2.01      Form and

Dating.

(a)       General.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form of (i) in the case of the 2032

Notes, Exhibit A-1, (ii) in the case of the 2034 Notes, Exhibit A-2, (iii) in the case of the 2036

Notes, Exhibit A-3, and (iv) in the case of the 2056 Notes, Exhibit A-4. The Notes are each a separate “series”

of Notes for the purposes of the Base Indenture and this Supplemental Indenture. The Notes may have notations, legends or endorsements

required by law, stock exchange rule or usage or this Supplemental Indenture. Each Note shall be dated the date of its authentication.

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

The terms and provisions contained in the Notes shall constitute,

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

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

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

govern and be controlling.

(b)       Global

Notes. Notes issued in global form shall be substantially in the form of (i) in the case of the 2032 Notes, Exhibit A-1,

(ii) in the case of the 2034 Notes, Exhibit A-2, (iii) in the case of the 2036 Notes, Exhibit A-3,

and (iv) in the case of the 2056 Notes, Exhibit A-4, including the Global Note Legend thereon and the “Schedule

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

of (i) in the case of the 2032 Notes, Exhibit A-1, (ii) in the case of the 2034 Notes, Exhibit A-2,

(iii) in the case of the 2036 Notes, Exhibit A-3, and (iv) in the case of the 2056 Notes, Exhibit A-4,

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

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

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

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

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

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

Holder thereof as required by Section 2.06.

Initial Notes, Etc. All Initial Notes issued on the Issue Date are to be initially represented by one or more Global Notes.

Section 2.02      Execution

and Authentication.

Two Officers shall sign the Notes for each Issuer by manual signature.

If an Officer whose signature is on a Note no longer holds that office

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

A Note shall not be valid until authenticated by the manual or electronic

signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture.

At any time and from time to time after the execution and delivery

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

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

the 2032 Notes, $1,750,000,000, (b) in the case of the 2034 Notes, $1,000,000,000, (c) in the case of the 2036 Notes, $1,000,000,000

and (d) in the case of the 2056 Notes, $1,000,000,000, and (ii) Additional Notes from time to time for original issue in aggregate

principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon a written order of the

Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the

amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, whether such Notes are to be

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

Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered

under this Supplemental Indenture is unlimited.

On the Issue Date, the Issuers will issue Initial

Notes in the form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes shall also be issued in the

form of one or more Global Notes, as provided in Section 2.01(c).

The Trustee may appoint an authenticating agent acceptable to the

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

Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights

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

Section 2.03      Registrar

and Paying Agent.

The Issuers shall maintain an office or agency in the Borough of Manhattan,

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

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

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

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

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

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

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

into an appropriate agency agreement with any Agent not a party to this Supplemental Indenture, which shall incorporate any applicable

terms of the TIA. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Supplemental

Indenture. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”)

to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Registrar

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

Section 2.04      Paying

Agent to Hold Money in Trust.

Principal of, premium, if any, and interest on the Notes will be payable

at the office of the Paying Agent or, at the option of the Issuers, payment of interest may be made by check mailed to Holders at their

respective addresses set forth in the Register; provided, all payments of principal, premium, if any, and interest with respect

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

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

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

shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium,

if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. While any such

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

a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer

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

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

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

Section 2.05      Holder

Lists.

The Trustee shall preserve in as current a form as is reasonably practicable

the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a).

If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each interest payment

date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably

require of the names and addresses of Holders, and the Issuers shall otherwise comply with TIA § 312(a).

Section 2.06      Transfer

and Exchange.

(a)       Transfer

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

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

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

if:

(i)           the

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

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

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

(ii)          the

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

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

(iii)         there

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

Upon the occurrence of any of the preceding events in (i), (ii) or

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

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

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

and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided

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

(c).

(b)       Transfer

and Exchange of Beneficial Interests in the Global Notes.

The transfer and exchange of beneficial interests in the Global Notes

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

Transfers of beneficial interests in the Global Notes also shall require compliance with subparagraph (i) below, as well as one

or more of the other following subparagraphs, as applicable:

(i)           The

transferor of beneficial interest in Global Notes must deliver to the Registrar either:

(A)         (1) a

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

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

to be transferred or exchanged; and (2) instructions given in accordance with the Applicable Procedures containing information regarding

the Participant account to be credited with such increase; or

(B)         (1) a

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

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

and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive

Note shall be registered to effect the transfer or exchange referred to in (a) above.

Upon satisfaction of all of the requirements for transfer

or exchange of beneficial interests in Global Notes contained in this Supplemental Indenture and the Notes or otherwise applicable under

the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g).

or Exchange of Beneficial Interests for Definitive Notes.

(i)           Beneficial

Interests in Global Notes to Definitive Notes. If any Holder of a beneficial interest in a Global Note proposes to exchange such

beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form

of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(i), the Trustee shall cause the aggregate

principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Issuers shall execute

and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal

amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(i) shall be registered

in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the

Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive

Notes to the Persons in whose names such Notes are so registered.

(d)       Transfer

and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

(i)           Definitive

Notes to Beneficial Interests in Global Notes. A Holder of a Definitive Note may exchange such Note for a beneficial interest in

a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global

Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note

and increase or cause to be increased the aggregate principal amount of one of the Global Notes.

(e)       Transfer

and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to

such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by

its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and

information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)           Definitive

Notes to another Definitive Note. A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof in

the form of another Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive

Notes pursuant to the instructions from the Holder thereof.

(f)        Global

Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,

AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS

MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN

WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE

DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE

TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN

PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY (570 WASHINGTON BOULEVARD, JERSEY CITY, NEW JERSEY) (“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.

(g)       Cancellation

and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if

any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a

beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall

be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the

Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery

thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement

shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h)       General

Provisions Relating to Transfers and Exchanges.

(i)           To

permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive

Notes upon the Issuers’ order or at the Registrar’s request.

(ii)          No

service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration

of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge

payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer

pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).

(iii)         The

Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part.

(iv)         All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the

valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the

Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)          The

Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest

payment date.

(vi)         Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii)        The

Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

(viii)       All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to

effect a registration of transfer or exchange may be submitted by electronic mail.

(ix)         Each

Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or

assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal

or state securities law.

(x)           The

Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed

under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers

between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such

certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms

of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements

hereof.

(xi)         Neither

the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Section 2.07      Replacement

Notes.

If any mutilated Note is surrendered to the Trustee or the Issuers

and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and the

Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.

If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the

Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may

suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.

Every replacement Note is an additional legally binding obligation

of the Issuers and shall be entitled to all of the benefits of this Supplemental Indenture equally and proportionately with all other

Notes duly issued hereunder.

Section 2.08      Outstanding

Notes.

The Notes outstanding at any time are all the Notes authenticated

by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global

Note effected by the Trustee in accordance with the provisions of this Supplemental Indenture, and those described in this Section 2.08

as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate

of the Company holds the Note.

If a Note is replaced pursuant to Section 2.07, it ceases to

be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01

of the Base Indenture, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate

of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that

date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09      Treasury

Notes.

In determining whether the Holders of the required principal amount

of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person directly or indirectly controlled

by or under direct or indirect common control with the Issuers or, if the TIA is applicable to this Supplemental Indenture, to the extent

required by the TIA, any person controlling the Issuers, shall be considered as though not outstanding, except that for the purposes

of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible

Officer of the Trustee knows are so owned shall be so disregarded.

Section 2.10      Temporary

Notes.

Until certificates representing Notes are ready for delivery, the

Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall

be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes

and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate

Definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits

of this Supplemental Indenture.

Section 2.11      Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation.

The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.

The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation

and shall dispose of such canceled Notes in its customary manner. The Issuers may not issue new Notes to replace Notes that they have

paid or that have been delivered to the Trustee for cancellation.

Section 2.12      Defaulted

Interest.

If the Issuers default in a payment of interest on the Notes, the

Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest,

which interest on defaulted interest shall accrue until the defaulted interest is deemed paid hereunder, to the Persons who are Holders

on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 of the Base Indenture. The

Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the

proposed payment. The Issuers shall fix or cause to be fixed each such special record date and payment date; provided that no

such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before

the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the

Issuers) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount

of such interest to be paid.

Section 2.13      CUSIP

Numbers.

The Issuers in issuing the Notes may use “CUSIP” numbers

(if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to

Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as

printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers

printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will promptly

notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.14      FATCA.

The Issuers hereby agree (i) to give notice to the Trustee upon

becoming aware that any payment under the Indenture will be treated as a withholdable payment, as such term is used in Sections 1471-1474

of the U.S. Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder (“Applicable Law”);

and (ii) that the Trustee shall be entitled to make any withholding or deductions from payments under the Indenture (and shall not

be required to pay any additional amounts with respect to any such withholding or deduction on or in respect of the Notes) to the extent

necessary to comply with Applicable Law.

Article 3

REDEMPTION AND PREPAYMENT

With respect to the Notes only, Article 3 of the Base Indenture

is hereby replaced with the following:

Section 3.01      Notices

to Trustee.

If the Issuers elect to redeem Notes pursuant to the optional redemption

provisions of Section 3.07, it shall furnish to the Trustee, at least 10 days but not more than 60 days before a redemption date,

an Officers’ Certificate setting forth (i) the clause of this Supplemental Indenture pursuant to which the redemption shall

occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price; provided

that the Issuers shall notify the Trustee 5 days prior to any such redemption, which notice period may be waived by the Trustee.

Section 3.02      Selection

of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed at any time, (x) if

the Notes are held in definitive form, the Notes shall be selected for redemption by lot, and (y) if the Notes are held in global

form, the Notes shall be selected for redemption by the depositary in accordance with their applicable procedures.

In the event of partial redemption by lot, the particular Notes to

be redeemed shall be selected, unless otherwise provided herein, not less than 15 nor more than 30 days prior to the redemption date

by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuers in writing of the Notes

selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes

and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of a

Holder’s Notes are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000,

shall be redeemed. Except as provided in the preceding sentence, provisions of this Supplemental Indenture that apply to Notes called

for redemption also apply to portions of Notes called for redemption.

Section 3.03      Notice

of Redemption.

At least 10 days but not more than 60 days before a redemption date,

the Issuers shall transmit or cause to be transmitted, a notice of redemption to each Holder whose Notes are to be redeemed at its registered

address.

The notice shall identify the Notes to be redeemed and shall state:

(a)       the

redemption date;

(b)       the

redemption price;

any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption

date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation

of the original Note;

(d)       the

name and address of the Paying Agent;

(e)       that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)        that,

unless the Issuers default in making such redemption payment, interest on Notes called for redemption and redeemed ceases to accrue on

and after the redemption date;

(g)       the

paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption are being

redeemed;

(h)       that

no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes;

(i)        any

conditions to the Issuers’ obligations to redeem the Notes as contemplated by Section 3.04; and

(j)        the

CUSIP number, if any.

At the Issuers’ request, the Trustee shall give the notice of

redemption in the Issuers’ name and at its expense; provided, however, that the Issuers shall have delivered to the

Trustee, at least 30 days prior to the redemption date (or such shorter period as to which the Trustee may agree in its sole discretion),

an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice

as provided in the preceding paragraph.

Section 3.04      Effect

of Notice of Redemption.

Once notice of redemption is transmitted in accordance with Section 3.03,

Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price; provided that any

redemption or notice of any redemption may, at the Issuers’ discretion, be given prior to the completion of a transaction or event

(including an equity offering, other offering, issuance of indebtedness, a Change of Control or other transaction or event) and any redemption

notice (including the amount of Notes redeemed and conditions precedent applicable to different amounts of Notes redeemed) may, in the

Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction

or event. Any such redemption may be partial as a result of only some of the conditions being satisfied.

If such redemption or notice is subject to satisfaction of one or

more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed until such

time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission)

as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption may not occur

and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers

in their sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Issuers may provide in such

notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be

performed by another Person.

Section 3.05      Deposit

of Redemption Price.

At or prior to 10:00 a.m., New York City time, on the redemption date,

the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest

on all Notes to be redeemed on such date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with

the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued interest

on, all Notes to be redeemed.

If the Issuers comply with the provisions of the preceding paragraph,

on and after the redemption date, interest shall cease to accrue on the Notes of a series or the portions thereof called for redemption.

If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and

unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any

Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the

preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the

extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01

of the Base Indenture.

Section 3.06      Notes

Redeemed in Part.

No Notes of $2,000 principal amount or less shall be redeemed in part.

Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon the Issuers’ written request, the Trustee

shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the

Note surrendered.

Section 3.07      Optional

Redemption.

(a)       Except

as set forth in Section 3.07(c), the Issuers shall not have the option to redeem Notes pursuant to this Section 3.07(a) prior

to the Par Call Date of the Notes. On or after the Par Call Date for the Notes of a series, the Issuers may redeem the Notes of such

series, in whole or in part, at the Issuers’ option, on at least 10 days’ but not more than 60 days’ prior mailed or

electronically delivered (or otherwise transmitted in accordance with DTC’s procedures) notice to the Holders thereof, at a redemption

price equal to 100% of the principal amount of the Notes of such series to be redeemed plus accrued and unpaid interest on the principal

amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of Notes of such series on a record

date to receive the related interest payment on the related interest payment date).

(b)       [Reserved.]

to the applicable Par Call Date with respect to each series of the Notes, the Issuers may redeem outstanding Notes, in whole or in part,

at the Issuers’ option, at any time or from time to time, on at least 10 days’ but not more than 60 days’ prior mailed

or electronically delivered (or otherwise transmitted in accordance with DTC’s procedures) notice to each Holder of the Notes of

such series to be redeemed, at a redemption price expressed as a percentage of principal amount equal to the greater of:

(i)           the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)

at the applicable Treasury Rate plus (i)(a) in the case of the 2032 Notes, 30 basis points, (b) in the case of the 2034 Notes,

35 basis points, (c) in the case of the 2036 Notes, 35 basis points and (d) in the case of the 2056 Notes, 40 basis points,

and less (ii) unpaid interest accrued to the date of redemption, and

(ii)           100%

of the principal amount of the notes to be redeemed,

plus, in either case, accrued and unpaid

interest on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of the Notes

of such series on a record date to receive the related interest payment on the related interest payment date).

(d)       [Reserved.]

Any redemption pursuant to this Section 3.07 shall be made pursuant

to the provisions of Section 3.01 through 3.06.

Section 3.08      Mandatory

Redemption.

The Issuers shall not be required to make mandatory redemption payments

with respect to the Notes.

Article 4

COVENANTS

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 4 of the Base Indenture.

With respect to the Notes only, Section 4.03 of the Base Indenture

is hereby replaced with the following:

Section 4.03      Reports.

CCO shall file with the Trustee, and transmit to Holders, such information,

documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the

manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required

to be filed with the Commission. CCO shall also comply with the other provisions of Trust Indenture Act Section 314(a). 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

each Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’

Certificates).

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 common equity interests of CCO), if such Parent (or other Person which, directly or indirectly, owns a

majority of the outstanding common equity interests of CCO) has furnished the Holders of the Notes or filed electronically with the Commission

the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a

majority of the outstanding common equity interests of CCO) and such reports include a brief explanation (or such explanation is otherwise

made available to the Holders) of the material differences between the financial statements of such Parent and that of CCO, then the

Issuers shall be deemed to be in compliance with this covenant.

Any information filed with the Commission and available at www.SEC.gov

or made available on any Parent’s website shall be deemed transmitted, filed and delivered as required under this Section 4.03.

Article 5

SUCCESSORS

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 5 of the Base Indenture.

Article 6

DEFAULTS AND REMEDIES

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 6 of the Base Indenture.

With respect to the Notes only, Section 6.01 of the Base Indenture

is hereby replaced with the following:

Section 6.01      Events

of Default.

Except where otherwise indicated by the context or where the term

is otherwise defined for a specific purpose, the term “Event of Default” as used in this Indenture with respect to

each series of Notes shall mean one of the following described events:

(1) default in the payment of interest on

such series of Notes, as applicable, when due, continued for 30 consecutive days;

(2) default in payment of principal of any

Note of such series of Notes when due at maturity, upon optional redemption, upon required purchase, upon declaration of acceleration

or otherwise;

(3) the failure by the Issuers or any Note

Guarantor to comply for 90 days after notice with its covenants or other agreements (other than those described in the immediately preceding

clauses (1) and (2) above), provided that a default under this clause (3) will not constitute an Event of Default

with respect to the each series of Notes until the Trustee or the Holders of 30% in principal amount of the outstanding Notes of such

series notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such notice;

provided, further, 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;

(4) (I) any Issuer or any Subsidiary

Guarantor that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Code:

(a)   commences

a voluntary case,

(b)   consents

to the entry of an order for relief against it in an involuntary case,

to the appointment of a custodian of it or for all or substantially all of its property, or

(d)   makes

a general assignment for the benefit of its creditors; or

(II) a court of competent jurisdiction enters

an order or decree under any Bankruptcy Code that:

(a)   is

for relief against an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary in an involuntary case;

(b)   appoints

a custodian of an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary or for all or substantially all of the property of

an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary; or

the liquidation of an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary, and the order or decree remains unstayed and

in effect for 60 consecutive days.

(5) any

Note Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary (or Note Guarantees of any group of Subsidiary Guarantors

that, taken together, would constitute a Significant Subsidiary) ceases to be in full force and effect (other than in accordance with

the terms of such Note Guarantee and/or this Indenture) or any Note Guarantor denies or disaffirms its obligations in writing under its

Note Guarantee; and

(6) a

material portion of the Collateral ceases to be subject to the Liens of the Security Documents (other than in accordance with the terms

of this Indenture and the Security Documents) or any Issuer or Subsidiary Guarantor denies or disaffirms its obligations in writing under

the Security Documents to which it is party.

With respect to the Notes only, Section 6.02 of the Base Indenture

is hereby replaced with the following:

Section 6.02      Acceleration.

If an Event of Default arising from Section 6.01(4) with

respect to CCO occurs and is continuing, the principal of and accrued but unpaid interest on all outstanding Notes of the applicable

series shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or

any Holders of such series of Notes.

If any other Event of Default with respect to each series of the Notes

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 of such series by notice to the Issuers and the Trustee may declare such series of the Notes to be due and payable. Upon such a

declaration, such principal and interest shall be due and payable immediately. The Holders of a majority in aggregate principal amount

of such series of the Notes then outstanding by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration

and its consequences with respect to such series of the Notes if the rescission would not conflict with any judgment or decree and if

all existing Events of Default (except non-payment of principal, interest or premium that has become due solely because of the acceleration)

have been cured or waived. Any time period in this Indenture to cure any actual or alleged Default or Event of Default with respect to

each series of 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.

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 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 applicable series of

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 of the applicable series, 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 of the applicable

series, 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 of the applicable series

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 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.

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, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 7 of the Base Indenture.

Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 8 of the Base Indenture.

Article 9

AMENDMENT, SUPPLEMENT AND WAIVER

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 9 of the Base Indenture.

With respect to the Notes only, Section 9.01 of the Base Indenture

is hereby replaced with the following:

Section 9.01      Without

Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Issuers,

the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement, any Note Guarantee, any Security

Document or the Notes without the consent of any Holder of a Note:

(1) to

cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to

provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security

Documents;

(3) to

provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are

issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are

described in Section 163(f)(2)(B) of the Code);

(4) to

add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees;

(5) to

add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power

conferred upon the Issuers or any Note Guarantor;

(6) to

make any change that would provide any additional rights or benefits to Holders of any series or that does not adversely affect the legal

rights under this Indenture of any such Holder;

(7) to

conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description

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

such Notes as the time of the initial sale thereof;

(8) to

make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however,

that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities

Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders

to transfer Notes;

(9) to

release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the

Intercreditor Agreement;

(10) to

evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant

to the requirements thereof;

(11) to release

a Note Guarantor pursuant to the terms of Article 10;

(12) to change

or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall not be effective with

respect to any outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the

benefit of such provision; or

(13) to change

or eliminate any 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.”

The consent of the Holders of the Notes is not necessary to approve

the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Upon the request of the Issuers accompanied by a resolution of their

respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee

and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section 9.06, the Trustee and the

Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended or supplemental indenture authorized

or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained,

but the Trustee and the Collateral Agent shall not be obligated to enter into such amended or supplemental indenture that affects its

own rights, duties or immunities under this Indenture or otherwise.

Article 10

GUARANTEE

With respect to the Notes only, the Issuers and the Note Guarantors

hereby agree to expressly subject themselves to the provisions of Article 10 of the Base Indenture.

Article 11

[RESERVED]

Article 12

MISCELLANEOUS

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 12 of the Base Indenture.

The first paragraph of Section 12.02 of the Base Indenture is

hereby replaced with the following:

Any notices or other communications required or permitted hereunder

shall be in writing and shall be sufficiently given if made by hand delivery, first class mail (registered or certified, return receipt

requested), electronic transmission or overnight air courier guaranteeing next day delivery, and addressed as follows:

If to the Issuers:

Charter Communications Operating,

LLC

Charter Communications Operating

Capital Corp.

c/o Charter Communications, Inc.

400 Washington Blvd.

Stamford, Connecticut 06902

Attention: General Counsel

Electronic Mail: jamal.haughton@charter.com

With a copy to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Email: cnagler@kirkland.com

Attention: Christian O. Nagler,

P.C.

If to the Trustee:

The Bank of New York Mellon Trust

Company, N.A.

500 Ross Street, 12th

Floor

AIM 154-1275

Pittsburgh, Pennsylvania 15262

Email: andrew.joyce @bny.com

Attention: Corporate Trust Administration

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 related Security Documents

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.

With respect to the Notes only, the following Sections 12.16 and 12.17

are hereby added to Article 12 of the Base Indenture:

Section 12.16    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.

Section 12.17    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 Supplemental 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

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 13 of the Base Indenture.

With respect to the Notes only, the following are hereby added as

Sections 13.03 and 13.04 to Article 13 of the Base Indenture:

Section 13.03      Satisfaction

and Discharge of Supplemental Indenture

This Supplemental Indenture shall cease to be of further effect with

respect to a series of Notes (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 of such series 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 of such series 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,

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 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 with respect to such series of Notes; 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 of the Base Indenture,

and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 13.03,

the obligations of the Trustee under Section 13.04 shall survive such satisfaction and discharge.

Section 13.04      Application

of Trust Money.

All money deposited with the Trustee pursuant to Section 13.03

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 for whose payment such money has been deposited with the Trustee.

Article 14

COLLATERAL

With respect to the Notes only, the Issuers hereby agree to expressly

subject themselves to the provisions of Article 14 of the Base Indenture.

With respect to the Notes only, Section 14.03(4) of the

Base Indenture is replaced with the following:

(4)       as

to any property or asset constituting Collateral that is sold or otherwise disposed of by the Issuers or any Note Guarantor, directly

or indirectly, in a transaction not prohibited by this Indenture at the time of such sale or disposition;

SECTION 2

GRANT OF SECURITY INTEREST

With respect to the Notes only, the following is hereby added to the

end of Section 2.1 to Exhibit F of the Base Indenture as a new paragraph:

The Collateral granted to the Notes shall be the

same as and no greater than the collateral granted to the Existing Secured Notes.

[Signatures on following page]

Dated as of August 18, 2026

CHARTER COMMUNICATIONS

OPERATING, LLC, as an Issuer

By:

/s/

Jeffrey B. Murphy

Name:

Jeffrey B. Murphy

Title:

Senior Vice President, Corporate Finance and Development

CHARTER COMMUNICATIONS

OPERATING CAPITAL CORP., as an Issuer

By:

/s/ Jeffrey B. Murphy

Name:

Jeffrey B. Murphy

Title:

Senior Vice President, Corporate Finance and Development

EACH OF THE NOTE

GUARANTORS LISTED ON SCHEDULE I HERETO, as a Note Guarantor

By:

/s/ Jeffrey B. Murphy

Name:

Jeffrey B. Murphy

Title:

Senior Vice President, Corporate Finance and Development

[Signature Page to the Supplemental Indenture]

THE BANK OF NEW

YORK MELLON TRUST COMPANY, N.A., as Trustee

By:

/s/ Terence Rawlins

Name:

Terence Rawlins

Title:

Vice President

THE BANK OF NEW

YORK MELLON TRUST COMPANY, N.A., as Collateral Agent

By:

/s/ Terence Rawlins

Name:

Terence Rawlins

Title:

Vice President

[Signature Page to the Supplemental Indenture]

SCHEDULE I

Note Guarantors

CCO Holdings, LLC

Bresnan Broadband Holdings, LLC

CCO NR Holdings, LLC

Charter Communications ASC, LLC

Charter Communications, LLC

Charter Communications SSC, LLC

Charter Communications VI HoldCo, LLC

Charter Communications VI, L.L.C.

Charter Distribution, LLC

Charter Leasing Holding Company, LLC

Charter Procurement Leasing, LLC

DukeNet Communications, LLC

Spectrum Advanced Services, LLC

Spectrum Gulf Coast, LLC

Spectrum Mid-America, LLC

Spectrum Mobile Equipment, LLC

Spectrum Mobile, LLC

Spectrum New York Metro, LLC

Spectrum NLP, LLC

Spectrum Northeast, LLC

Spectrum Oceanic, LLC

Spectrum Originals Development, LLC

Spectrum Originals, LLC

Spectrum Pacific West, LLC

Spectrum Reach, LLC

Spectrum RSN, LLC

Spectrum Southeast, LLC

Spectrum Sunshine State, LLC

Spectrum TV Essentials, LLC

Spectrum Wireless Holdings, LLC

Time Warner Cable Enterprises LLC

Time Warner Cable, LLC

TWC Administration LLC

TWC Communications, LLC

TWC SEE Holdco LLC

I-1

EXHIBIT A-1

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE 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 INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT

TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT

TO SECTION 2.11 OF THE 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 (570 WASHINGTON BOULEVARD,

JERSEY CITY, NEW JERSEY) (“DTC”), TO THE ISSUERS OR THEIR 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.

A-1

[Face of Note]

CUSIP NO. [ ]

6.050% Senior Secured Notes due 2032

No. [ ]

$[              ]

Charter Communications Operating, LLC

and

Charter Communications Operating Capital Corp.

promise to pay to [ ] or to registered

assigns the principal amount of [ ] DOLLARS on February 15, 2032

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Subject to Restrictions set forth in this Note.

A-2

IN WITNESS WHEREOF, the Issuers have caused this

instrument to be duly executed.

Dated: [              ]

CHARTER COMMUNICATIONS OPERATING, LLC

By:

Name:

Title:

By:

Name:

Title:

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

By:

Name:

Title:

By:

Name:

Title:

A-3

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: [              ]

A-4

[Back of Note]

6.050% Senior Secured Notes due 2032

Capitalized terms used herein shall have the meanings assigned to

them in the Supplemental Indenture referred to below unless otherwise indicated. For the purposes of this Note, “Notes” shall

refer to the 6.050% Senior Secured Notes due 2032 of the Issuers.

1.             INTEREST.

The Issuers promise to pay interest on the principal amount of this Note at the rate of 6.050% per annum from the Issue Date until maturity.

The Issuers will pay interest semi-annually in arrears on February 15 and August 15 of each year (each, an “Interest

Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. 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 February 15, 2027. The Issuers shall pay interest (including post-petition

interest in any proceeding under the Bankruptcy Code) 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 the Bankruptcy Code) 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 comprised 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 February 1 and August 1 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.

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4.             INDENTURE.

The Issuers issued the Notes under an Indenture dated as of July 23, 2015 (the “Base Indenture”), among CCO Safari

II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and The Bank of New York Mellon Trust

Company, N.A., as Trustee and Collateral Agent, as supplemented by the Twenty-Eighth Supplemental Indenture dated as of August 18,

2026 (the “Supplemental Indenture”), among Charter Communications Operating, LLC, Charter Communications Operating

Capital Corp., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent. The

terms of the Notes include those stated in the Supplemental Indenture and those made part of the Supplemental Indenture by reference

to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and

Holders are referred to the Supplemental Indenture and such Act 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)           Except

as set forth in paragraph 5(b) below, the Issuers shall not have the option to redeem the Notes pursuant to this paragraph 5 prior

to January 15, 2032 (the “Par Call Date”). On or after the Par Call Date, the Issuers may redeem the Notes, in

whole or in part, at the Issuers’ option, on at least 10 days’ but not more than 60 days’ prior mailed or electronically

delivered (or otherwise transmitted in accordance with DTC’s procedures) notice to the Holders thereof, at a redemption price equal

to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to,

but not including, the redemption date (subject to the rights of Holders of Notes on a record date to receive the related interest payment

on the related interest payment date).

(b)           At

any time and from time to time prior to the Par Call Date, the Issuers may redeem outstanding Notes, in whole or in part, at the Issuers’

option, at any time or from time to time, on at least 10 days’ but not more than 60 days’ prior mailed or electronically

delivered (or otherwise transmitted in accordance with DTC’s procedures) notice to the Holders thereof, at a redemption price expressed

as a percentage of principal amount equal to the greater of:

(i)        the

sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming

the notes matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)

at the applicable Treasury Rate plus 30 basis points less unpaid interest accrued to the date of redemption, and

(ii)       100%

of the principal amount of the notes to be redeemed,

plus, in either case, accrued and unpaid interest

on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders of the Notes of such

series on a record date to receive the related interest payment on the related interest payment date).

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6.             MANDATORY

REDEMPTION. The Issuers shall not be required to make mandatory redemption payments with respect to the Notes.

7.             [Reserved].

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, the Intercreditor Agreement, any Note Guarantee, the

Security Documents 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). Subject to certain exceptions, any existing Default or compliance with any provision of the Supplemental

Indenture or the Notes 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, the Trustee and the Collateral Agent may amend

or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any Security Document, or the Notes (i) to

cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the

obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the Security Documents, (iii) to provide for

uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered

form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of

the Code), (iv) to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees,

(v) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any

right or power conferred upon the Issuers or any Note Guarantor, (vi) to make any change that would provide any additional rights

or benefits to Holders or that does not adversely affect the legal rights under this Supplemental Indenture of any such Holder, (vii) to

conform the text of the Supplemental Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to

any provision under the heading “Description of Notes” in the Prospectus, (viii) to make any amendment to the provisions

of the Supplemental Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance

with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable

securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to

release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Supplemental Indenture

or the Intercreditor Agreement, (x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture

of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant

to the terms of Article 10 of the Indenture, or (xii) to make any amendment to the provisions of the 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.”

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12.           DEFAULTS

AND REMEDIES. Each of the following is an Event of Default: (i) default in the payment of interest on the Notes when due, continued

for 30 consecutive days on the Notes, (ii) default in payment of principal of any Note when due at maturity, upon optional redemption,

upon required purchase, upon declaration of acceleration or otherwise, (iii) the failure by the Issuers or any Note Guarantor to

comply for 90 days after notice with its covenants or other agreements (other than those described in the immediately preceding clauses

(i) and (ii) above), provided that a default under this clause (iii) will not constitute an Event of Default with

respect to the Notes until the Trustee or the Holders of 30% in principal amount of the outstanding Notes notify the Issuers of the default

and the Issuers do not cure such default within the time specified after receipt of such notice, provided, further, 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, (iv) (I) the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary pursuant to or within

the meaning of the Bankruptcy Code: (a) commences a voluntary case, (b) consents to the entry of an order for relief against

it in an involuntary case, (c) consents to the appointment of a custodian of it or for all or substantially all of its property,

or (d) makes a general assignment for the benefit of its creditors; or (II) a court of competent jurisdiction enters an order

or decree under the Bankruptcy Code that (a) is for relief against the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary

in an involuntary case; (b) appoints a custodian of the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary or for

all or substantially all of the property of the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary; or (c) orders

the liquidation of the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary, and the order or decree remains unstayed and

in effect for 60 consecutive days; (v) any Note Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary (or Note

Guarantees of any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) ceases to be in full

force and effect (other than in accordance with the terms of such Note Guarantee and/or this Indenture) or any Note Guarantor denies

or disaffirms its obligations in writing under its Note Guarantee; and (vi) a material portion of the Collateral ceases to be subject

to the Liens of the Security Documents (other than in accordance with the terms of this Indenture and the Security Documents) or any

Issuer or Subsidiary Guarantor denies or disaffirms its obligations in writing under the Security Documents to which it is party.

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If an Event of Default arising from (iv) above with respect to

CCO occurs and is continuing the principal of and accrued but unpaid interest on all outstanding Notes shall ipso facto become due and

payable without any declaration or other act on the part of the Trustee or any Holders of the Notes.

If any other Event of Default with respect to the Notes 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 the Notes to be due and payable immediately. The Holders of a majority in aggregate

principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration

and its consequences with respect to such Notes if the rescission would not conflict with any judgment or decree and if all existing

Events of Default (except non-payment of principal, interest or premium that has become due solely because of the acceleration) have

been cured or waived. Any time period in the 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.

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.

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.

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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 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.

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).

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18.           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 and/or the Base Indenture, as applicable. Requests may be made to the Issuers:

c/o Charter Communications, Inc.

400 Washington Boulevard

Stamford, Connecticut 06902

Attention: Corporate Secretary

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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).

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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

decrease in

Principal Amount

of this Global

Note

Amount

increase in

Principal Amount

of this Global

Note

Principal

Amount

of this Global

Note following

such decrease (or

increase)

Signature

authorized officer

of Trustee or

Note Custodian

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EXHIBIT A-2