EX-4.3



 Exhibit 4.3 
  

 
 CHARTER COMMUNICATIONS OPERATING, LLC,

 CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. 

as Issuers, 
 CCO HOLDINGS, LLC,

 THE SUBSIDIARY GUARANTORS PARTY HERETO, 

as Note Guarantors, 
 and 

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

as Trustee and Collateral Agent 
  

 
 FIFTH
SUPPLEMENTAL INDENTURE 
 Dated as of April 20, 2017 
  

 
 5.375% Senior
Secured Notes due 2047 
  
  







 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)
	  	11.03
		 	 (c)
	  	11.03
	313	 	 (a)
	  	7.06
		 	 (b)(1)
	  	N.A.
		 	 (b)(2)
	  	7.06; 7.07
		 	 (c)
	  	7.06; 11.02
		 	 (d)
	  	7.06
	314	 	 (a)
	  	4.04; 11.02;
11.04
		 	 (b)
	  	N.A.
		 	 (c)(1)
	  	11.04
		 	 (c)(2)
	  	11.04
		 	 (c)(3)
	  	N.A.
		 	 (d)
	  	N.A.
		 	 (e)
	  	11.05
		 	 (f)
	  	N.A.
	315	 	 (a)
	  	7.01; 7.02
		 	 (b)
	  	7.05; 11.02
		 	 (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)
	  	11.01
		 	 (b)
	  	N.A.
		 	 (c)
	  	11.01

 N.A. means not applicable. 
  

	*	This Cross Reference Table is not part of this Fifth Supplemental Indenture. 


  
 -i- 








 TABLE OF CONTENTS 

Page 
  

							
	ARTICLE 1	  			
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
			
	 Section 1.01
	 	Definitions	  	 	2	 
	 Section 1.02
	 	Other Definitions	  	 	7	 
		
	ARTICLE 2	  			
		
	THE NOTES	  			
			
	 Section 2.01
	 	Form and Dating	  	 	8	 
	 Section 2.02
	 	Execution and Authentication	  	 	9	 
	 Section 2.03
	 	Registrar and Paying Agent	  	 	9	 
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	 	10	 
	 Section 2.05
	 	Holder Lists	  	 	10	 
	 Section 2.06
	 	Transfer and Exchange	  	 	11	 
	 Section 2.07
	 	Replacement Notes	  	 	24	 
	 Section 2.08
	 	Outstanding Notes	  	 	24	 
	 Section 2.09
	 	Treasury Notes	  	 	24	 
	 Section 2.10
	 	Temporary Notes	  	 	25	 
	 Section 2.11
	 	Cancellation	  	 	25	 
	 Section 2.12
	 	Defaulted Interest	  	 	25	 
	 Section 2.13
	 	CUSIP Numbers	  	 	25	 
	 Section 2.14
	 	FATCA	  	 	25	 
		
	ARTICLE 3	  			
		
	REDEMPTION AND PREPAYMENT	  			
			
	 Section 3.01
	 	Notices to Trustee	  	 	26	 
	 Section 3.02
	 	Selection of Notes to Be Redeemed	  	 	26	 
	 Section 3.03
	 	Notice of Redemption	  	 	27	 
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	28	 
	 Section 3.05
	 	Deposit of Redemption Price	  	 	28	 
	 Section 3.06
	 	Notes Redeemed in Part	  	 	28	 
	 Section 3.07
	 	Optional Redemption	  	 	29	 
	 Section 3.08
	 	Mandatory Redemption	  	 	29	 
	 Section 3.09
	 	[Reserved.]	  			
	 Section 3.10
	 	[Reserved.]	  			


  
 -ii- 









							
	ARTICLE 4	  			
		
	COVENANTS	  			
			
	 Section 4.03
	 	Reports	  	 	29	 
		
	ARTICLE 5	  			
		
	SUCCESSORS	  			
		
	ARTICLE 6	  			
		
	DEFAULTS AND REMEDIES	  			
		
	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	  	 	30	 
		
	ARTICLE 10	  			
		
	GUARANTEE	  			
		
	ARTICLE 11	  			
		
	[RESERVED.]	  			
		
	ARTICLE 12	  			
		
	MISCELLANEOUS	  			
			
	 Section 12.13
	 	Table of Contents, Headings, etc	  	 	33	 
	 Section 12.16
	 	Supplemental Indenture Controls	  	 	33	 
	 Section 12.17
	 	Submission to Jurisdiction	  	 	33	 


  
 -iii- 








 ARTICLE 13 

SATISFACTION AND DISCHARGE 
  

							
	 Section 13.03
	 	Satisfaction and Discharge of Supplemental Indenture	  	 	34	 
	 Section 13.04
	 	Application of Trust Money	  	 	35	 


  
 -iv- 








 FIFTH SUPPLEMENTAL INDENTURE dated as of April 20, 2017 (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 (and together with its successors in such capacity, the “Trustee”) and as 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 CCO and Capital Corp;  

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, 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 the Issuers’ new series of 5.375% senior secured notes due 2047 (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’
“5.375% Senior Secured Notes due 2047,” as a separate series of Notes (as defined in the Base Indenture) and such parties further agree that this Supplemental Indenture affects the Issuers’ Notes 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. 

“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. 
 “Applicable Premium” means with respect to a Note the greater of
(A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of:  

(a) the present value at such redemption date of (i) 100% of the principal amount of such Note on the Par Call Date, plus (ii) all
required interest payments due on such Note to and including the Par Call Date (excluding accrued but unpaid interest to the redemption date), computed upon the redemption date using a discount rate equal to the Applicable Treasury Rate at such
redemption date plus 35 basis points; over 
 (b) the outstanding principal amount of such Note; in each case, as calculated by the Issuer
or on behalf of the Issuers by such Person as the Issuers shall designate. 
 “Applicable Treasury Rate” with
respect to a Note means, as of any redemption date, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior
to the redemption date) of the yield to maturity United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 with respect to each applicable day during such week (or, if such
statistical release is not so published or available, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from the redemption date to the Par Call Date for such Note; provided,
however, that if the period from the redemption date to such Par Call Date  

  
 2 








 
is not equal to the constant maturity of a United States Treasury security for which such an average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year,
the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. 

“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. 

“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 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. 

“Exchange Notes” means any notes issued in exchange for Notes pursuant to the Registration Rights Agreement or similar
agreement. 
 “Exchange Offer” means the offer of the Issuers to issue and deliver to Holders of Notes that
are not prohibited by law or policy of the SEC from participating in such offer in exchange for such Notes, a like aggregate principal amount of Exchange Notes.  

“Exchange Offer Registration Statement” means a registration statement relating to the Exchange Offer as provided in
the Registration Rights Agreement. 
 “Global Note Legend” means the legend set forth in
Section 2.06(g)(ii) which is required to be placed on all Global Notes issued under this Supplemental Indenture. 

“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). 

  
 3 








 “Initial Purchasers” means Citigroup Global Markets Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, UBS Securities LLC, Goldman, Sachs & Co., RBC Capital Markets, LLC, Mizuho Securities USA Inc.,
SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., Morgan Stanley & Co. LLC, TD Securities (USA) LLC, Credit Agricole Securities (USA) Inc., SMBC Nikko Securities
America, Inc., J.P. Morgan Securities LLC, LionTree Advisors LLC, Lebenthal & Co., LLC, Mischler Financial Group, Inc., Samuel A. Ramirez & Company, Inc. and The Williams Capital Group, L.P. 

“Issue Date” means April 20, 2017. 

“Issuers” means collectively, CCO and Capital Corp, as the context requires. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of any
Additional Notes for use by such Holders in connection with any Exchange Offer. 
 “Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 
 “Note” or
“Notes” has the meaning assigned to it in the preamble and includes the Initial Notes, any Additional Notes and any Exchange Notes. 

“Note Guarantors” has the meaning assigned to it in the preamble to this Supplemental Indenture. 

“Offering Memorandum” means the final offering memorandum, dated March 30, 2017, relating to the offering by the
Issuers of $1,250,000,000 aggregate principal amount of Initial Notes. 
 “Par Call Date” means
November 1, 2046. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i)(A)
to be placed on all Additional Notes issued under this Supplemental Indenture except where otherwise permitted by the provisions of this Supplemental Indenture. 

“Register” means a register in which, subject to such reasonable regulations as it may prescribe, the Issuers shall
provide for the registration of the Notes and of transfers and exchanges of such Notes which the Issuers shall cause to be kept at the appropriate office of the Registrar in accordance with Section 2.03. 

“Registration Rights Agreement” means (1) with respect to the Notes issued on the Issue Date, the Registration
Rights Agreement, to be dated the Issue Date, among the Issuers, the Note Guarantors and the Initial Purchasers and (2) with respect to any Additional Notes, any registration rights agreement between the Issuers and the other parties thereto
relating to the registration by the Issuers of such Additional Notes under the Securities Act.  

  
 4 








 “Regulation S Global Note” means a Global Note substantially in the form
of Exhibit A, hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Legend deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in an initial
denomination equal to the outstanding principal amount of any Additional Notes initially sold in reliance on Rule 903 of Regulation S. 

“Regulation S Legend” means the legend set forth in Section 2.06(g)(iii) which is required to be placed on all
Regulation S Global Notes issued under this Supplemental Indenture. 
 “Rule 144A Global Note” means a Global
Note substantially in the form of Exhibit A, hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in an
initial denomination equal to the outstanding principal amount of any Additional Notes initially sold in reliance on Rule 144A. 

“Shelf Registration Statement” means a “shelf” registration statement providing for the registration and the
sale on a continuous or delayed basis of any Additional Notes as may be provided in the Registration Rights Agreement. 

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., or
any successor to the rating agency business thereof. 
 “Special Interest” means all additional interest
owing on the Notes pursuant to the Registration Rights Agreement. 
 “Supplemental Indenture” has the meaning
assigned to it in the preamble to this Supplemental Indenture. 
 “Trustee” has the meaning assigned to it in
the preamble to this Supplemental Indenture. 
 “Unrestricted Global Note” means a permanent Global Note
substantially in the form of Exhibit A, hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in
the name of the Depositary, representing the Initial Notes or any Additional Notes that do not bear the Private Placement Legend.  

With respect to the Notes only, the following definition is added to Section 1.01 of the Base Indenture: 

“Existing Secured Notes” means the Issuers’ previously issued $15.5 billion aggregate principal amount of debt
securities under the Base Indenture which do not constitute the same “series” of debt securities as the Notes. 

  
 5 








 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 Credit Agreement, dated as of
March 18, 1999, as amended and restated as of May 18, 2016, among CCO Holdings, LLC, CCO, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto together with the related documents thereto
(including any term loans and revolving loans thereunder, any guarantees and security documents), as further amended, 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. 
 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 Inc. or any of its Subsidiaries (other than
debt securities held by Time Warner Cable Inc. 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 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 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; 

  
 6 








 (5) Liens on any property to secure all or part of the cost of improvements or construction
thereon or indebtedness incurred to provide funds for such purpose in a principal amount not exceeding 110% of the cost of such 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) and (11) (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 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 pursuant to written agreements and instruments existing at the time); 
 (8) with respect to
the Notes, Liens securing Obligations in respect of the Notes 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 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; and 

(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. 
 Section 1.02 Other Definitions. 

 

					
	Term	  	 Defined

in Section
	 
	 “Authentication Order”
	  	 	2.02	 
	 “DTC”
	  	 	2.03	 
	 “Paying Agent”
	  	 	2.03	 
	 “Registrar”
	  	 	2.03	 
	 “series”
	  	 	2.01	 


  
 7 








 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 Exhibit A. The
Notes are 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 Exhibit A, 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: Exhibit A, without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Each Global Note shall represent such
outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06.  

(c) Form of Initial Notes, Etc. All Initial Notes issued on the Issue Date are being or will be offered and sold by the Initial
Purchasers only (i) to QIBs (in which case they will be evidenced by one or more Rule 144A Global Notes) or (ii) in reliance on Regulation S under the Securities Act (in which case they will be evidenced by one or more Regulation S Global
Notes). 
 (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream (or, in each case, equivalent documents setting
forth the procedures of Euroclear and Clearstream) shall be applicable to transfers of beneficial interests in Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 

  
 8 








 Section 2.02 Execution and Authentication. 

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

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be
valid. 
 A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature
shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. 
 At any time and from time to
time after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue
in the aggregate principal amount of 1,250,000,000, (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers and (iii) Exchange Notes from time to time for issue in exchange for a
like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”).
Such Authentication Order shall specify the amount 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, Additional Notes or Exchange Notes and whether the Notes
are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental
Indenture is unlimited. 
 On the Issue Date, the Issuers will issue Initial Notes in the form of one or more Rule 144A Global Notes
and/or one or more Regulation S Global Notes, as provided in Section 2.01(c). Any Notes offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) thereunder or Rule 144A shall be
issued as one or more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or more Regulation S Global Notes. 

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 

  
 9 








 
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 (including Special Interest, if any) on the Notes will be payable at the office of the
Paying Agent or, at the option of the Issuers, payment of interest (including Special Interest, if any) may be made by check mailed to Holders at their respective addresses set forth in the Register; provided, all payments of principal,
premium, if any, and interest (including Special Interest, if any) with respect to the Notes represented by one or more Global Notes registered in the name or held by the Depositary shall be made by wire transfer of immediately available funds to
accounts specified by the Holder prior to 10:00 a.m., New York time, on each due date of the principal and interest on any Note. The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold
in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest (including Special Interest, if any) on the Notes, and shall notify the Trustee of any default by the
Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary) shall have no further liability for the money. If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes. 

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). 

  
 10 








 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),
(c) or (f). 
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. 

The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the
provisions of this Supplemental Indenture and the Applicable Procedures. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.
Prior to the expiration of the 40-day distribution compliance period set forth in Regulation S, beneficial interests in any Regulation S Global Notes may be held only through Euroclear or Clearstream unless transferred in accordance with
Section 2.06(b)(iii)(B). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as
applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted
Global Note may be transferred to Persons who take delivery thereof 

  
 11 








 
in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(B) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to
be credited with such increase; or 
 (C) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(D) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (A) above. 
 Upon consummation of
an Exchange Offer by the Issuers in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Supplemental Indenture
and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h). 

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global
Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the
following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and 

  
 12 








 (B) if the transferee will take delivery in the form of a beneficial interest in
the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and: 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement
and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the relevant Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

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

 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) such exchange or transfer is effected after the expiration of the 40-day
distribution compliance period set forth in Regulation S and the Registrar receives the following: 
 (1) if the Holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(i) thereof; or 
 (2) if the Holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 If any such
transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

  
 13 








 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of
Beneficial Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form
of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item
(2)(i) thereof (provided that any such beneficial interest in Regulation S Global Note shall not be so exchangeable until after the expiration of the 40-day distribution compliance period set forth in Regulation S); 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C)
if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(i) thereof; 

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from
the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3)(iv) thereof, if applicable; 
 (F) if such beneficial interest is being transferred to the
Issuers, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or 

  
 14 








 (G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the
Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest
in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement
and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the
distribution of the relevant Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

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

 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) such exchange or transfer is effected after the expiration of the 40-day
distribution compliance period set forth in Regulation S and the Registrar receives the following: 
 (1) if the Holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(ii) thereof; or 
 (2) if the Holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; 

  
 15 








 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iii)
Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend. 
 (d)
Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. 
 (i) Restricted Definitive Notes to
Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted
Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(ii) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C)
if such Restricted Definitive Note is being transferred to a Non- U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof; 

  
 16 








 (D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(i) thereof; 

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable; 
 (F) if such Restricted Definitive Note is being
transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or 

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(iii) thereof, 
 the Trustee
shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of subparagraph (A) above, the appropriate Restricted Global Note, in the case of subparagraph (B) above, the
Rule 144A Global Note or, in the case of subparagraph (C) above, the Regulation S Global Note. 
 (ii) Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
 (A) such
exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

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

 (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or 
 (D) such exchange or transfer is effected after the expiration of the 40-day
distribution compliance period set forth in Regulation S and the Registrar receives the following: 

  
 17 








 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(iii) thereof; or 

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii),
the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to
the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of Persons who take 

  
 18 








 
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be
made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by
the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the relevant
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) any such transfer is
effected pursuant to a Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such
transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

(D) such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in
Regulation S and the Registrar receives the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  
 19 








 and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive
Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f)
Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall
authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable
Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a distribution of the relevant Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for
exchange in the relevant Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the relevant Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. 
 (g)
Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Supplemental Indenture:

 (i) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes
issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 THE NOTE (OR ITS
PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTES EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 

  
 20 








 
THE HOLDER OF THE NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE
THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (II) TO CCO, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE EVIDENCED HEREBY. 
 (B) Notwithstanding the
foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) shall not bear the Private Placement Legend. 
 (ii) Global Note Legend. Each Global Note shall
bear a legend in substantially the following form: 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 

  
 21 








 
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO EACH ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS
MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

(iii) Regulation S Legend. Each Regulation S Global Note should bear a legend in substantially the following form: 

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have
been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

  
 22 








 (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 (including Special Interest, if any) on such Notes and for all other purposes, and none of
the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
 (vii) The Trustee shall authenticate
Global Notes and Definitive Notes in accordance with the provisions of Section 2.02. 
 (viii) All certifications,
certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 

(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the
transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law. 

(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global
Note) other than to require delivery of such certificates and 

  
 23 








 
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 

  
 24 








 
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 (including Special Interest, if any) on the Notes, the Issuers shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, which interest on defaulted interest shall accrue until the defaulted interest is deemed paid hereunder, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 of the Base Indenture. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such interest to be paid. 
 Section 2.13 CUSIP
Numbers. 
 The Issuers in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the 

  
 25 








 
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 15 days but not more than 30 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, if the Notes are held in definitive form, the Trustee shall select the Notes for
redemption, on a pro rata basis, by lot or in accordance with any other method as the Trustee shall deem appropriate, 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 Issuer 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 

  
 26 








 
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 15 days but not more than 30 days before a redemption date, the Issuers shall transmit or cause to be transmitted, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered address. 
 The notice shall identify the Notes to be redeemed
and shall state: 
 (a) the redemption date; 

(b) the redemption price; 
 (c)
if any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion
shall be issued upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption and redeemed ceases to accrue
on and after the redemption date; 
 (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. 

  
 27 








 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 subject to one or more conditions precedent, including, but not limited to, completion
of an equity offering, other offering, Incurrence of Indebtedness for Borrowed Money, or other corporate transaction or event and notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial as a result
of only some of the conditions being satisfied; provided, however, that any such conditions precedent shall be set forth in the notice of redemption and that such notice shall state that, in the Issuers’ discretion, the redemption
date may be delayed until such time 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. 

Section 3.05 Deposit of Redemption Price. 

At or prior to 10:00 a.m., New York City time, on the redemption date, the Issuers shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption price of and accrued interest (including Special Interest, if any) on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the
Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued interest (including Special Interest, if any) on, all Notes to be redeemed. 

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the
Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest (including Special Interest, if any) shall be
paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the
preceding paragraph, interest (including Special Interest, if any) shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Notes and in Section 4.01 of the Base Indenture. 
 Section 3.06 Notes Redeemed in Part. 

No Notes of $2,000 principal amount or less shall be redeemed in part. Upon surrender of a Note that is redeemed in part, the Issuers shall
issue and, upon the Issuers’ written request, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

  
 28 








 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, the Issuers may redeem the Notes, in whole or in part, at the Issuers’ option, on at least 15 days, but not more than 30 days, prior 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) [Reserved.] 

(c) At any time and from time to time prior to the Par Call Date 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 15 days, but not more than 30 days, prior notice to the Holders thereof, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium plus
accrued but unpaid interest to, but excluding, 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). 

(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
Securities Exchange Act of 1934 shall be filed with the Trustee within 

  
 29 








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

With respect to any Notes that have not been exchanged for notes in a transaction registered under the Securities Act of 1933, as amended, CCO
shall provide the Trustee and the Holders of the Notes with (i) annual consolidated financial statements of CCO audited by CCO’s independent public accountants within 90 days after the end of each Fiscal Year of CCO and (ii) unaudited
quarterly consolidated financial statements (including a balance sheet, income statement and cash flow statement for the fiscal quarter or quarters then ended and the corresponding fiscal quarter or quarters from the prior year) within 45 days of
the end of each of the first three fiscal quarters of each Fiscal Year of CCO. Such annual and quarterly financial statements will be prepared in accordance with GAAP. 

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 the outstanding common equity interests of CCO)
has furnished the Holders of the Notes or filed electronically with the Securities and Exchange Commission (the “SEC”) 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
SEC 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.


  
 30 








 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 shall apply the provisions of Article 8 of the Base Indenture. 

ARTICLE 9 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
 With respect to the Notes only, the Issuers shall apply 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 to: 

(1) 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; 

  
 31 








 (6) 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 issue
Exchange Notes and related Note Guarantees as provided for in the Registration Rights Agreement relating to the Notes; 

(12) to release a Note Guarantor pursuant to the terms of Article 10; or 

(13) 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. 

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.


  
 32 








 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, 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. 

  
 33 








 ARTICLE 13 

SATISFACTION AND DISCHARGE 

With respect to the Notes only, the following is 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 (except as to any surviving rights of registration of transfer or exchange of
Notes herein expressly provided for), and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Supplemental Indenture, when 

(1) either 
 (a) all Notes
theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or 

(b) all such Notes not theretofore delivered to the Trustee for cancellation 

(i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Issuers, 
 and the Issuers, in the case of (i),
(ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest (including Special Interest, if any) to the date of such deposit (in the case of Notes which have become due and payable) or to the maturity or redemption thereof, as the case may
be; 
 (2) the Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers; and 

(3) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Supplemental Indenture have been complied with. 

  
 34 








 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 (including
Special Interest, if any) for whose payment such money has been deposited with the Trustee. 
 [Signatures on following page] 

  
 35 








 Dated as of April 20, 2017 

 

					
	CHARTER COMMUNICATIONS OPERATING,
	    LLC, as an Issuer
		
	By:	 	/s/ Thomas M. Degnan
		 	Name:	 	Thomas M. Degnan
		 	Title:	 	Senior Vice President - Finance and Corporate Treasurer


  

					
	CHARTER COMMUNICATIONS OPERATING
	CAPITAL CORP., as an Issuer
		
	By:	 	/s/ Thomas M. Degnan
		 	Name:	 	Thomas M. Degnan
		 	Title:	 	Senior Vice President - Finance and Corporate Treasurer


  

					
	THE NOTE GUARANTORS LISTED ON
	SCHEDULE I HERETO, as guarantors
		
	By:	 	/s/ Thomas M. Degnan
		 	Name:	 	Thomas M. Degnan
		 	Title:	 	Senior Vice President - Finance and Corporate Treasurer


 [Signature Page to the Fifth Supplement Indenture] 







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

		
	By:	 	/s/ Lawrence M. Kusch
		 	Name:	 	Lawrence M. Kusch
		 	Title:	 	Vice President


  

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

		
	By:	 	/s/ Lawrence M. Kusch
		 	Name:	 	Lawrence M. Kusch
		 	Title:	 	Vice President


 [Signature Page to the Fifth Supplement Indenture] 







 SCHEDULE I 

Note Guarantors 
 CCO Holdings, LLC 

Adcast North Carolina Cable Advertising, LLC 
 Alabanza LLC 

America’s Job Exchange LLC 
 American Cable Entertainment
Company, LLC 
 Athens Cablevision, LLC 
 BHN Home Security
Services, LLC 
 BHN Spectrum Investments, LLC 
 Bresnan
Broadband Holdings, LLC 
 Bresnan Communications, LLC 
 Bresnan
Digital Services, LLC 
 Bresnan Microwave of Montana, LLC 

Bright House Networks Information Services (Alabama), LLC 
 Bright
House Networks Information Services (California), LLC 
 Bright House Networks Information Services (Florida), LLC 

Bright House Networks Information Services (Indiana), LLC 
 Bright
House Networks Information Services (Michigan), LLC 
 Bright House Networks, LLC 

Cable Equities Colorado, LLC 
 Cable Equities of Colorado
Management LLC 
 CC 10, LLC 
 CC Fiberlink, LLC 

CC Michigan, LLC 
 CC Systems, LLC 

CC V Holdings, LLC 
 CC VI Fiberlink, LLC 

CC VI Operating Company, LLC 
 CC VII Fiberlink, LLC 

CC VIII Fiberlink, LLC 
 CC VIII Holdings, LLC 

CC VIII Operating, LLC 
 CC VIII, LLC 

CCO Fiberlink, LLC 
 CCO Holdco Transfers VII, LLC 

CCO LP, LLC 
 CCO NR Holdings, LLC 

CCO Purchasing, LLC 
 CCO SoCal I, LLC 

CCO SoCal II, LLC 
 CCO SoCal Vehicles, LLC 

CCO Transfers, LLC 

  
 I-1 








 Charter Advanced Services (AL), LLC 

Charter Advanced Services (CA), LLC 
 Charter Advanced Services
(CO), LLC 
 Charter Advanced Services (CT), LLC 
 Charter
Advanced Services (GA), LLC 
 Charter Advanced Services (IL), LLC 

Charter Advanced Services (IN), LLC 
 Charter Advanced Services
(KY), LLC 
 Charter Advanced Services (LA), LLC 
 Charter
Advanced Services (MA), LLC 
 Charter Advanced Services (MD), LLC 

Charter Advanced Services (MI), LLC 
 Charter Advanced Services
(MN), LLC 
 Charter Advanced Services (MO), LLC 
 Charter
Advanced Services (MS), LLC 
 Charter Advanced Services (MT), LLC 

Charter Advanced Services (NC), LLC 
 Charter Advanced Services
(NE), LLC 
 Charter Advanced Services (NH), LLC 
 Charter
Advanced Services (NV), LLC 
 Charter Advanced Services (NY), LLC 

Charter Advanced Services (OH), LLC 
 Charter Advanced Services
(OR), LLC 
 Charter Advanced Services (PA), LLC 
 Charter
Advanced Services (SC), LLC 
 Charter Advanced Services (TN), LLC 

Charter Advanced Services (TX), LLC 
 Charter Advanced Services
(UT), LLC 
 Charter Advanced Services (VA), LLC 
 Charter
Advanced Services (VT), LLC 
 Charter Advanced Services (WA), LLC 

Charter Advanced Services (WI), LLC 
 Charter Advanced Services
(WV), LLC 
 Charter Advanced Services (WY), LLC 
 Charter
Advanced Services VIII (MI), LLC 
 Charter Advanced Services VIII (MN), LLC 

Charter Advanced Services VIII (WI), LLC 
 Charter Advertising of
Saint Louis, LLC 
 Charter Cable Operating Company, LLC 

Charter Cable Partners, LLC 
 Charter Communications Entertainment
I, LLC 
 Charter Communications Entertainment II, LLC 
 Charter
Communications Entertainment, LLC 
 Charter Communications of California, LLC 

Charter Communications Properties LLC 
 Charter Communications
Ventures, LLC 

  
 I-2 








 Charter Communications VI, L.L.C. 

Charter Communications VII, LLC 
 Charter Communications, LLC 

Charter Distribution, LLC 
 Charter Fiberlink – Alabama, LLC

 Charter Fiberlink – Georgia, LLC 
 Charter Fiberlink
– Illinois, LLC 
 Charter Fiberlink – Maryland II, LLC 

Charter Fiberlink – Michigan, LLC 
 Charter Fiberlink –
Missouri, LLC 
 Charter Fiberlink – Nebraska, LLC 

Charter Fiberlink – Pennsylvania, LLC 
 Charter Fiberlink
– Tennessee, LLC 
 Charter Fiberlink AR-CCVII, LLC 

Charter Fiberlink CA-CCO, LLC 
 Charter Fiberlink CC VIII, LLC

 Charter Fiberlink CCO, LLC 
 Charter Fiberlink CT-CCO, LLC

 Charter Fiberlink LA-CCO, LLC 
 Charter Fiberlink MA-CCO, LLC

 Charter Fiberlink MS-CCVI, LLC 
 Charter Fiberlink NC-CCO,
LLC 
 Charter Fiberlink NH-CCO, LLC 
 Charter Fiberlink
NV-CCVII, LLC 
 Charter Fiberlink NY-CCO, LLC 
 Charter
Fiberlink OH-CCO, LLC 
 Charter Fiberlink OR-CCVII, LLC 

Charter Fiberlink SC-CCO, LLC 
 Charter Fiberlink TX-CCO, LLC 

Charter Fiberlink VA-CCO, LLC 
 Charter Fiberlink VT-CCO, LLC 

Charter Fiberlink WA-CCVII, LLC 
 Charter Helicon, LLC 

Charter Home Security, LLC 
 Charter Leasing Holding Company, LLC

 Charter Leasing of Wisconsin, LLC 
 Charter RMG, LLC 

Charter Stores FCN, LLC 
 Charter Video Electronics, LLC 

DukeNet Communications Holdings, LLC 
 DukeNet Communications, LLC

 Falcon Cable Communications, LLC 
 Falcon Community Cable,
L.P. 
 Falcon First Cable of the Southeast, LLC 
 Falcon First,
LLC 
 Falcon Video Communications, L.P. 

  
 I-3 








 Helicon Partners I, L.P. 

Hometown T.V., LLC 
 HPI Acquisition Co. LLC 

ICI Holdings, LLC 
 Insight Blocker LLC 

Insight Capital LLC 
 Insight Communications Company, L.P. 

Insight Communications Midwest, LLC 
 Insight Communications of
Central Ohio, LLC 
 Insight Communications of Kentucky, L.P. 

Insight Interactive, LLC 
 Insight Kentucky Capital, LLC 

Insight Kentucky Partners I, L.P. 
 Insight Kentucky Partners II,
L.P. 
 Insight Midwest Holdings, LLC 
 Insight Midwest, L.P.

 Insight Phone of Indiana, LLC 
 Insight Phone of Kentucky,
LLC 
 Insight Phone of Ohio, LLC 
 Interactive Cable Services,
LLC 
 Interlink Communications Partners, LLC 
 Intrepid
Acquisition LLC 
 Long Beach, LLC 
 Marcus Cable Associates,
L.L.C. 
 Marcus Cable of Alabama, L.L.C. 
 Marcus Cable, LLC

 Midwest Cable Communications, LLC 
 NaviSite LLC 

New Wisconsin Procurement LLC 
 Oceanic Time Warner Cable LLC 

Parity Assets LLC 
 Peachtree Cable TV, L.P. 

Peachtree Cable TV, LLC 
 Renaissance Media LLC 

Rifkin Acquisition Partners, LLC 
 Robin Media Group, LLC 

Scottsboro TV Cable, LLC 
 The Helicon Group, L.P. 

Time Warner Cable Business LLC 
 Time Warner Cable Enterprises LLC

 Time Warner Cable Information Services (Alabama), LLC 
 Time
Warner Cable Information Services (Arizona), LLC 
 Time Warner Cable Information Services (California), LLC 

Time Warner Cable Information Services (Colorado), LLC 
 Time
Warner Cable Information Services (Hawaii), LLC 
 Time Warner Cable Information Services (Idaho), LLC 

  
 I-4 








 Time Warner Cable Information Services (Illinois), LLC 

Time Warner Cable Information Services (Indiana), LLC 
 Time
Warner Cable Information Services (Kansas), LLC 
 Time Warner Cable Information Services (Kentucky), LLC 

Time Warner Cable Information Services (Maine), LLC 
 Time Warner
Cable Information Services (Massachusetts), LLC 
 Time Warner Cable Information Services (Michigan), LLC 

Time Warner Cable Information Services (Missouri), LLC 
 Time
Warner Cable Information Services (Nebraska), LLC 
 Time Warner Cable Information Services (New Hampshire), LLC 

Time Warner Cable Information Services (New Jersey), LLC 
 Time
Warner Cable Information Services (New Mexico) LLC 
 Time Warner Cable Information Services (New York), LLC 

Time Warner Cable Information Services (North Carolina), LLC 

Time Warner Cable Information Services (Ohio), LLC 
 Time Warner
Cable Information Services (Pennsylvania), LLC 
 Time Warner Cable Information Services (South Carolina), LLC 

Time Warner Cable Information Services (Tennessee), LLC 
 Time
Warner Cable Information Services (Texas), LLC 
 Time Warner Cable Information Services (Virginia), LLC 

Time Warner Cable Information Services (Washington), LLC 
 Time
Warner Cable Information Services (West Virginia), LLC 
 Time Warner Cable Information Services (Wisconsin), LLC 

Time Warner Cable International LLC 
 Time Warner Cable Internet
Holdings III LLC 
 Time Warner Cable Internet Holdings LLC 

Time Warner Cable Internet LLC 
 Time Warner Cable Media LLC 

Time Warner Cable Midwest LLC 
 Time Warner Cable New York City
LLC 
 Time Warner Cable Northeast LLC 
 Time Warner Cable
Pacific West LLC 
 Time Warner Cable Services LLC 
 Time Warner
Cable Southeast LLC 
 Time Warner Cable Sports LLC 
 Time
Warner Cable Texas LLC 
 TWC Administration LLC 
 TWC
Communications, LLC 
 TWC Digital Phone LLC 
 TWC Media Blocker
LLC 
 Time Warner Cable, LLC 
 TWC News and Local Programming
Holdco LLC 
 TWC News and Local Programming LLC 
 TWC Regional
Sports Network I LLC 
 TWC Security LLC 
 TWC SEE Holdco LLC


  
 I-5 








 TWC Wireless LLC 

TWC/Charter Dallas Cable Advertising, LLC 
 TWCIS Holdco LLC 

Vista Broadband Communications, LLC 
 Wisconsin Procurement Holdco
LLC 
 TWC/Charter Los Angeles Cable Advertising, LLC 

TWC/Charter Green Bay Cable Advertising, LLC 
 Falcon Cable Media,
a California Limited Partnership 
 Falcon Cable Systems Company II, L.P. 

Falcon Cablevision, a California Limited Partnership 
 Falcon
Community Ventures I Limited Partnership 
 Falcon Telecable, a California Limited Partnership 

Bresnan Broadband of Colorado, LLC 
 Bresnan Broadband of Montana,
LLC 
 Bresnan Broadband of Utah, LLC 
 Bresnan Broadband of
Wyoming, LLC 

  
 I-6 








 EXHIBIT A 

[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 (55 WATER STREET, NEW YORK, NEW YORK) (“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.]1 

[THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THE NOTES 
  
  

	1 	 Include Global Note Legend, if applicable. 



  
 A-1 








 
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
NOTES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) (A) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (II) TO CCO, OR (III)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTES EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE NOTE
EVIDENCED HEREBY.]2 
 [THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]3 
  
  

	2 	Include Private Placement Legend, if applicable. 


	3	Include Regulation S Legend, if applicable. 


  
 A-2 








 [Face of Note] 

CUSIP NO. [         ] 

5.375% Senior Secured Notes due 2047 

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 May 1, 2047 
 Interest Payment Dates: May 1 and November 1 

Record Dates: April 15 and October 15 
 Subject to
Restrictions set forth in this Note. 

  
 A-3 








 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-4 








 Dated:
[                     ]
 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


  
 A-5 








 [Back of Note] 

5.375% Senior Secured Notes due 2047 

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 5.375% Senior Secured Notes due 2047 of the Issuers. 

1. INTEREST. The Issuers promise to pay interest on the principal amount of this Note at the rate of 5.375% per annum from the
Issue Date until maturity. The interest rate on the Notes is subject to increase pursuant to the provisions of the Registration Rights Agreement. The Issuers will pay interest semi-annually in arrears on May 1 and November 1 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 November 1, 2017. 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 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 April 15 and October 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Supplemental Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained for such purpose within or
without the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and interest and premium on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Supplemental Indenture, will
act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

  
 A-6 








 4. INDENTURE. The Issuers issued the Notes under an Indenture dated as of July 23,
2015 (the “Base Indenture”), among the 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 Fifth Supplemental Indenture dated as of April 20, 2017 (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 November 1, 2046 (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 15 days, but not more than 30 days, prior 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 15 days, but not more than 30 days, prior notice to the Holders thereof, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium plus accrued
but unpaid interest up to, but excluding, the redemption date (subject to the rights of Holders of Notes on a record date to receive the related interest payment on the relate interest payment date). 

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

7. [Reserved]. 
 8. [Reserved].


  
 A-7 








 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) 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 Offering Memorandum, (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 

  
 A-8 








 
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 issue Exchange
Notes and related Note Guarantees as provided for in the Registration Rights Agreement relating to the Notes or (xii) to release a Note Guarantor pursuant to the terms of Article X of the Indenture. 

12. DEFAULTS AND REMEDIES. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of
interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes 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, (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 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 under the Security Documents to which it is party. 

In the case of an Event of Default arising from (vi) above with respect to the Issuers, all outstanding Notes shall ipso facto become due
and payable immediately 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. 

  
 A-9 








 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. 
 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 signature of the Trustee or an authenticating agent. 

17. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Supplemental Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement. 

19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

  
 A-10 








 The Issuers will furnish to any Holder upon written request and without charge a copy of the
Supplemental Indenture, the Base Indenture and/or the Registration Rights Agreement, as applicable. Requests may be made to the Issuers: 

c/o Charter Communications, Inc. 

400 Atlantic Street, 10th Floor 

Stamford, Connecticut 06901 

Attention: Corporate Secretary 

Telecopier No.: (314) 965-6440 

  
 A-11 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

(i) or (we) assign and transfer this Note to:
                                         
                                         
                                         
      
 (Insert assignee’s legal name) 

 
  

            (Insert assignee’s soc. sec. or tax I.D. no.) 

 
  
  

 
  

 
  

 

            (Print or type assignee’s name, address and zip code) 

and irrevocably appoint
                                         
                                        to transfer
this Note on the books of the Issuers. The agent may substitute another to act for him. 

Date:                         
            
 Your
Signature:                                       
                                     (Sign exactly as your
name appears on the face of this Note) 
 Signature
Guarantee*:                                       
                      
 * Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  
 A-12 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	 Amount of
decrease in
Principal Amount

of this Global Note
	  	 Amount of
increase in
Principal Amount

of this Global Note
	  	 Principal Amount

of this Global
 Note following

such decrease (or
 increase)
	  	 Signature of
authorized officer

of Trustee or Note Custodian



  
 A-13 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Charter
Communications Operating, LLC and Charter Communications Operating Capital Corp. 
 c/o Charter Communications, Inc. 

400 Atlantic Street, 10th Floor 

Stamford, Connecticut 06901 
 The Bank of New York Mellon Trust
Company, N.A. 
 2 North LaSalle Street, Suite 1020 
 Chicago,
Illinois 60602 
 Facsimile No.: (312) 827-8542 

Attention: Corporate Trust Administration 
 Re:
Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. 
 ☐ 5.375% Senior Secured Notes due 2047
(CUSIP [            ]) (the “Notes”) 

Reference is hereby made to the Indenture, dated as of July 23, 2015 (the “Base Indenture”), among
CCO Safari II, LLC, Charter Communications Operating, LLC (“CCO”), Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”) and collateral agent, as supplemented by the Fifth Supplemental Indenture dated as of April 20, 2017 (the “Supplemental Indenture”) among the
Issuers, the guarantors party thereto and the Trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Base Indenture and/or Supplemental Indenture, as applicable. 

            (the “Transferor”) owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $            in such Note[s] or interests (the
“Transfer”), to             (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that: 
 [CHECK ALL THAT APPLY] 

☐    1. Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Definitive
Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one
or more accounts with respect to which such Person exercises sole  

  
 B-1 








 
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Rule 144A Global Note and/or the Definitive Note and in the Supplemental Indenture and the Securities Act. 

☐      2. Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive
Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to
a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside
the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Supplemental Indenture and the Securities Act. If the Transfer of the beneficial interest occurs prior
to the expiration of the 40-day distribution compliance period set forth in Regulation S, the transferred beneficial interest will be held immediately thereafter through Euroclear or Clearstream. 

☐      3. Check and complete if Transferee will take delivery of a beneficial interest in a Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

☐      (i) such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act; or 
 ☐      (ii) such Transfer is being effected to the
Issuers or a subsidiary thereof; or 

  
 B-2 








 ☐      (iii) such Transfer is being effected
pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; or 

☐      (iv) such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Supplemental Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor
has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the Definitive Notes and in the Supplemental Indenture and the Securities Act. 

☐      4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note. 
 ☐      (i) Check if Transfer is pursuant to Rule 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Supplemental Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Supplemental Indenture. 

☐      (ii) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Supplemental Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Supplemental Indenture. 

  
 B-3 








 ☐      (iii) Check if Transfer is Pursuant to
Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Supplemental Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Supplemental Indenture. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers. 

 

			
	 
	[Insert Name of Transferor]
		
	By	 	 
		 	Name:
		 	Title:

  

			
	Dated:	 	 


  
 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	 	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)]

  

	 	☐    (a)	a beneficial interest in the: 

  

	 	☐    (i)	Rule 144A Global Note (CUSIP                     ), or 


 

	 	☐    (ii)	Regulation S Global Note (CUSIP                     ), or 


 

	 	☐    (b)	a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	☐    (a)	a beneficial interest in the: 

  

	 	☐    (i)	Rule 144A Global Note (CUSIP                     ), or 


 

	 	☐    (ii)	Regulation S Global Note (CUSIP                     ), or 


 

	 	☐    (iii)	Unrestricted Global Note (CUSIP                     ); or 


 

	 	☐    (b)	a Restricted Definitive Note; or 

  

	 	☐    (c)	an Unrestricted Definitive Note, 

 in accordance with the terms of the Supplemental Indenture. 

  
 B-5 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Charter
Communications Operating, LLC and Charter Communications Operating Capital Corp. 
 c/o Charter Communications, Inc. 

400 Atlantic Street, 10th Floor 

Stamford, Connecticut 06901 
 The Bank of New York Mellon Trust
Company, N.A. 
 2 North LaSalle Street, Suite 1020 
 Chicago,
Illinois 60602 
 Facsimile No.: (312) 827-8542 

Attention: Corporate Trust Administration 
 Re:
Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. 
 ☐ 5.375% Senior Secured Notes due 2047
(CUSIP [             ]) (the “Notes”) 

Reference is hereby made to the Indenture, dated as of July 23, 2015 (the “Base Indenture”), among
CCO Safari II, LLC, Charter Communications Operating, LLC(“CCO”), Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”) and collateral agent, as supplemented by the Fifth Supplemental Indenture dated as of April 20, 2017 (the “Supplemental Indenture”) among the
Issuers, the guarantors party thereto and the Trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Base Indenture and/or Supplemental Indenture, as applicable. 

                     
            (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of
$                                 in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of
Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

☐      (i) Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the 

  
 C-1 








 
transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities
Act”), (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to beneficial interest in an
Unrestricted Global Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes would be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require
registration under the Securities Act. 
 ☐      (ii) Check if Exchange is
from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

☐      (iii) Check if Exchange is from Restricted Definitive Note to beneficial interest in
an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S.
Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities Act. 

☐      (iv) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance 

  
 C-2 








 
with the Securities Act, (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes 
 ☐      (i) Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. If the Exchange is from beneficial interest in a Regulation S Global Note to a Restricted Definitive Note, the Owner further certifies
that it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities Act. Upon
consummation of the proposed Exchange in accordance with the terms of the Supplemental Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Supplemental Indenture and the Securities Act. 

☐      (ii) Check if Exchange is from Restricted Definitive Note to beneficial interest in
a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐Rule 144A Global Note or ☐Regulation S Global Note with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the
Supplemental Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Supplemental Indenture and the Securities
Act. 

  
 C-3 








 This certificate and the statements contained herein are made for your benefit and the benefit of
the Issuers. 
  

	
	 
	[Insert Name of Transferor]


					
		
	By	 	 
		 	Name:	 	
		 	Title:	 	


			
		
	Dated:	 	 


  
 C-4 








 EXHIBIT D 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. 

c/o Charter Communications, Inc. 
 400 Atlantic Street, 10th Floor 
 Stamford, Connecticut 06901 

The Bank of New York Mellon Trust Company, N.A. 
 2 North LaSalle
Street, Suite 1020 
 Chicago, Illinois 60602 
 Facsimile No.:
(312) 827-8542 
 Attention: Corporate Trust Administration 

Re: Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. 

☐    5.375% Senior Secured Notes due 2047 (CUSIP
[             ]) (the “Notes”) 

Reference is hereby made to the Indenture, dated as of July 23, 2015 (the “Base Indenture”), among
CCO Safari II, LLC, Charter Communications Operating, LLC(“CCO”), Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”) and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”) and collateral agent, as supplemented by the Fifth Supplemental Indenture dated as of April 20, 2017 (the “Supplemental Indenture”) among the
Issuers, the guarantors party thereto and the Trustee and collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Base Indenture and/or Supplemental Indenture, as applicable. 

In connection with our proposed purchase of
$                     aggregate principal amount of: 

(i)       ☐      a beneficial interest in a Global Note, or 

(ii)      ☐      a Definitive Note, 

we confirm that: 
 1. We understand
that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Supplemental Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer
the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”). 

  
 D-1 








 2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we
should sell the Notes or any interest therein, we will do so only (a) to the Issuers or any subsidiary thereof, (b) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein),
(c) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of
this letter and an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (d) outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (e) pursuant to the provisions of Rule 144(d) under the Securities Act or (f) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive
Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (a) through (e) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will
bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial
interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

	
	 
	[Insert Name of Transferor]


					
		
	By	 	 
		 	Name:	 	
		 	Title:	 	


			
		
	Dated:	 	 


  
 D-2