Exhibit 4.5


 


EXECUTION VERSION


 


CHARTER COMMUNICATIONS OPERATING, LLC


 


and


 


CHARTER COMMUNICATIONS OPERATING CAPITAL
CORP.,


 


as Issuers,


 


CCO HOLDINGS, LLC


 


and


 


THE SUBSIDIARY GUARANTORS PARTY HERETO,


 


as Note Guarantors,


 


and


 


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


 


as Trustee and Collateral Agent


 





 



 


FIFTEENTH
SUPPLEMENTAL INDENTURE


 


Dated as of October 24, 2019


 





 



 


4.800% Senior Secured Notes due 2050


 






     


     


    

 


CROSS-REFERENCE TABLE*


 





 


	Trust Indenture

Act Section	Indenture 

Section
	310 (a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
	311 (a)	7.11
	(b)	7.11
	(c)	N.A.
	312 (a)	2.05
	(b)	12.03
	(c)	12.03
	313 (a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06; 7.07
	(c)	7.06; 12.02
	(d)	7.06
	314 (a)	4.04; 12.02; 12.04
	(b)	N.A.
	(c)(1)	12.04
	(c)(2)	12.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	12.05
	(f)	N.A.
	315 (a)	7.01; 7.02
	(b)	7.05; 12.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
	316 (a) (last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.12
	317 (a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
	318 (a)	12.01
	(b)	N.A.
	(c)	12.01


 


N.A. means not applicable.


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


 






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TABLE OF CONTENTS


 


	 	Page
	ARTICLE 1
	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 
	Section 1.01   Definitions	2
	Section 1.02   Other Definitions	8
	 	 
	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	10
	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	15
	Section 2.08   Outstanding Notes	15
	Section 2.09   Treasury Notes	15
	Section 2.10   Temporary Notes	15
	Section 2.11   Cancellation	16
	Section 2.12   Defaulted Interest	16
	Section 2.13   CUSIP Numbers	16
	Section 2.14   FATCA	16
	 	 
	Article 3 
	 
	REDEMPTION AND PREPAYMENT
	 	 
	Section 3.01   Notices to Trustee	17
	Section 3.02   Selection of Notes to Be Redeemed	17
	Section 3.03   Notice of Redemption	17
	Section 3.04   Effect of Notice of Redemption	18
	Section 3.05   Deposit of Redemption Price	19
	Section 3.06   Notes Redeemed in Part	19
	Section 3.07   Optional Redemption	19
	Section 3.08   Mandatory Redemption	20



 






    -ii-


     


    

 


	Article 4
	 
	COVENANTS
	 	 
	Section 4.03   Reports	20
	 	 
	Article 5 
	 
	SUCCESSORS
	 
	Article 6 
	 
	DEFAULTS AND REMEDIES
	 	 
	Section 6.01   Events of Default	21
	Section 6.02   Acceleration	22
	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	24
	 
	Article 10 
	 
	GUARANTEE
	 
	Article 11 
	 
	[Reserved.]
	 
	Article 12
	 
	 MISCELLANEOUS
	 	 
	Section 12.13   Table of Contents, Headings, etc	26
	Section 12.16   Supplemental Indenture Controls	26



 






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	Section 12.17   Submission to Jurisdiction	26
	 
	Article 13 
	 
	SATISFACTION AND DISCHARGE
	 	 
	Section 13.03   Satisfaction and Discharge of Supplemental Indenture	27
	Section 13.04   Application of Trust Money	28
	 
	Article 14 
	 
	COLLATERAL



 






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FIFTEENTH SUPPLEMENTAL INDENTURE dated as of October 24, 2019
(the “Supplemental Indenture”) among Charter Communications Operating, LLC, a Delaware limited liability company
(and any successor Person thereto, “CCO”), Charter Communications Operating Capital Corp., a Delaware corporation
(“Capital Corp” and, together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited
liability company (“CCO Holdings”), the subsidiary guarantors party hereto (together with CCO Holdings, the
 “Note Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors
in such capacity, the “Trustee”) and as collateral agent (together with its successors in such capacity, the
 “Collateral Agent”).


 


WHEREAS, the Issuers, CCO Safari II, LLC, a Delaware limited
liability company, the Trustee and the Collateral Agent have previously executed and delivered an Indenture, dated as of July 23,
2015 (the “Base Indenture”), providing for the issuance from time to time of one or more series of senior secured
debt securities of the Issuers;


 


WHEREAS, Section 9.01 of the Base Indenture provides that the
Issuers, the Note Guarantors and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other things,
establish the form or terms of any series of Notes (as defined in the Base Indenture) as permitted by Section 2.01 hereof and Section
9.01 of the Base Indenture;


 


WHEREAS, clause (13) of Section 9.01 of the Base Indenture provides
that the Issuers, the Note Guarantors, the Trustee and the Collateral Agent may enter into a supplemental indenture changing or
eliminating any provision of the Base Indenture; provided, that any such change shall become effective only when there are
no outstanding Notes (as defined in the Base Indenture) of such series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provisions;


 


WHEREAS, the Issuers and the Note Guarantors are entering into
this Supplemental Indenture to, among other things, establish the form and terms of the Issuers’ new series of 4.800% senior
secured notes due 2050 (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’ “4.800% Senior Secured Notes due 2050”
as a separate series of Notes (as defined in the Base Indenture) and such parties further agree that this Supplemental Indenture
affects the Issuers’ 4.800% Senior Secured Notes due 2050 only and not any other series of Notes (as defined in the Base
Indenture).


 






    


     


    

 


Article
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


		Section 1.01	Definitions. 



 


The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context of this Supplemental Indenture otherwise requires) for all purposes of this Supplemental
Indenture and of any indenture supplemental hereto that governs the Notes have the respective meanings specified in this Section
1.01. All other terms used in this Supplemental Indenture that are defined in the Base Indenture or the TIA, either directly or
by reference therein (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise
requires), have the respective meanings assigned to such terms in the Base Indenture or the TIA, as the case may be, as in force
at the date of this Supplemental Indenture as originally executed. For the avoidance of doubt, the term “Indebtedness for
Borrowed Money” as used herein shall not include any obligations under any lease.


 


“Accounting Change” has the meaning assigned
to such term in the definition of “GAAP.”


 


“Additional Notes” means Notes issued pursuant
to the terms of this Supplemental Indenture in addition to Initial Notes (other than any Notes issued in respect of Initial Notes
pursuant to Sections 2.06, 2.07, 2.10 or 3.06 of this Supplemental Indenture or Section 9.05 of the Base Indenture).


 


The Notes issued pursuant to this Supplemental Indenture shall,
for the avoidance of doubt, constitute “Additional Notes” as defined in the Indenture for the purposes of the Collateral
Agreement, dated May 18, 2016, by and among CCO, Capital Corp, the Collateral Agent and the other grantors party thereto from time
to time, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Applicable Premium” means with respect to
a Note the greater of (x) 1.0% of the principal amount of such Note and (y) 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 40 basis points; over


 


(b) the outstanding principal amount of such Note; in each case,
as calculated by the Issuers 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 of United States Treasury securities with a constant maturity (as compiled and published in the
Federal Reserve Statistical Release H.15 with respect to each applicable day during such week (or, if such statistical release
is not so published or available, any publicly available source of similar market data selected by the Issuers 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 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.


 






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“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.


 


“Collateral Agent” has the meaning assigned
to it in the preamble to this Supplemental Indenture.


 


“Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit
A-1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.


 


“Depositary” means, with respect to the Global
Notes, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed
as depositary hereunder and having become such pursuant to the applicable provision of this Supplemental Indenture.


 


“Derivative Instrument” with respect to a
Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person
or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in
the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value
and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes
and/or the creditworthiness of the Issuers (the “Performance References”).


 


“GAAP” means generally accepted accounting
principles in the United States in effect on July 23, 2015; provided that at any time
after the Issue Date, the Issuers may elect to establish that GAAP shall mean the GAAP as in effect on a date that is on or after
the Issue Date and on or prior to the date of such election; provided that any such election, once made, shall be irrevocable.
At any time after the Issue Date, the Issuers may elect to apply International Financial Reporting Standards (“IFRS”)
accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean
IFRS (except as otherwise provided in this Indenture), including as to the ability of the Issuers to make an election pursuant
to the previous sentence; provided that any such election, once made, shall be irrevocable; provided, further, that
any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters
ended prior to the Issuers’ election to apply IFRS shall remain as previously calculated or determined in accordance with
GAAP; provided, further again, that the Issuers may only make such election if they also elect to report any subsequent
financial reports required to be made by the Issuers, including pursuant to Section 13 or Section 15(d) of the Exchange Act and
the covenants set forth under “Reports,” in IFRS. The Issuers shall give notice of any such election made in accordance
with this definition to the Trustee and the Holders.


 






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If there occurs a change in IFRS or GAAP, as the case may be,
and such change would cause a change in the method of calculation of any standards, terms or measures (including all computations
of amounts and ratios) used in this Indenture (an “Accounting Change”), then the Issuers may elect that such
standards, terms or measures shall be calculated as if such Accounting Change had not occurred.


 


“Global Note” means a permanent Global Note
substantially in the form of Exhibit A-1 hereto that bears the Global Note Legend and that has the “Schedule of Exchanges
of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing the Initial Notes or any Additional Notes.


 


“Global Note Legend” means the legend set
forth in Section 2.06(f) which is required to be placed on all Global Notes issued under this Supplemental Indenture.


 


“IFRS” has the meaning assigned to such term
in the definition of “GAAP.”


 


“Indenture” means the Base Indenture, as
supplemented by this Supplemental Indenture and as further amended or supplemented from time to time with respect to the Notes.


 


“Initial Notes” means the Notes issued on
the Issue Date (and any Notes issued in respect thereof pursuant to Section 2.06, 2.07, 2.10 or 3.06 of this Supplemental Indenture
or Section 9.05 of the Base Indenture).


 


“Issue Date” means October 24, 2019.


 


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


 


“Long Derivative Instrument” means a Derivative
Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease,
with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery
obligations under which generally increase, with negative changes to the Performance References.


 


“Moody’s” means Moody’s Investors
Service, Inc. or any successor to the rating agency business thereof.


 


“Net Short” means, with respect to a Holder
or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of
the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it
is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in
the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to any Issuer immediately prior to such date of determination.


 






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“Note” or “Notes” has
the meaning assigned to it in the preamble and includes the Initial Notes and any Additional Notes.


 


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


 


“Par Call Date” means September 1, 2049.


 


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


 


“Prospectus” means the base prospectus, dated
December 22, 2017, as supplemented by the preliminary prospectus supplement, dated October 15, 2019, as supplemented or amended
by the free writing prospectus, dated October 15, 2019, and the final prospectus supplement, dated October 15, 2019, relating to
the offering by the Issuers of $1,500,000,000 aggregate principal amount of Initial Notes.


 


“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.


 


“S&P” means S&P Global Ratings or
any successor to the rating agency business thereof.


 


“Screened Affiliate” means any Affiliate
of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not
a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of
such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuers or
their Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that
is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not
influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such
Holder in connection with its investment in the Notes.


 


“Short Derivative Instrument” means a Derivative
Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase,
with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery
obligations under which generally decrease, with negative changes to the Performance References.


 


“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.


 






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


 


“Existing Secured Notes” means the previously
issued debt securities of the Issuers outstanding on the Issue Date.


 


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 April 26, 2019, 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; provided that this Supplemental
Indenture shall not constitute the Credit Agreement.


 


With respect to the Notes only, the definition of “Designated
Parent Companies” in the Base Indenture is hereby replaced with the following:


 


“Designated Parent Companies” means Charter
Communications, Inc., CCH II, CCH and CCHC.


 


With respect to the Notes only, the definition of “Existing
TWC Notes” in the Base Indenture is hereby replaced with the following:


 


“Existing TWC Notes” means any debt securities
of Time Warner Cable, LLC or any of its Subsidiaries (other than debt securities held by Time Warner Cable, LLC or any of its Subsidiaries)
outstanding on the Issue Date.


 


With respect to the Notes only, the definition of “Permitted
Liens” in the Base Indenture is hereby replaced with the following:


 


“Permitted Liens” means:


 


(1)         Liens Incurred by Subsidiaries of CCO to secure Indebtedness For Borrowed Money of such Subsidiaries to CCO or to one or more other Subsidiaries of CCO;




 


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




 






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(3)         Liens (excluding for the avoidance of doubt, any Liens securing the Existing TWC Notes) affecting property of a Person existing at the time it becomes a Subsidiary of CCO or at the time it merges into or consolidates with CCO or a Subsidiary of CCO or at the time of a sale, lease or other disposition of all or substantially all of the properties of such Person to CCO or any of its Subsidiaries;




 


(4)         Liens (excluding for the avoidance of doubt, any Liens securing the Existing TWC Notes) on property or assets existing at the time of the acquisition thereof or incurred to secure payment of all or a part of the purchase price thereof or to secure indebtedness incurred prior to, at the time of, or within 18 months after the acquisition thereof for the purpose of financing all or part of the purchase price thereof, in a principal amount not exceeding 110% of the purchase price;




 


(5)         Liens on any property 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 For Borrowed Money secured by the Lien so extended, renewed or replaced (plus an amount equal to any premiums, accrued interest, fees and expenses payable in connection therewith); provided, however, that such extension, renewal or replacement Lien is limited to all or a part of the same assets that were covered by the Lien extended renewed or replaced (plus improvements on such assets and any Liens on assets that could have secured the Indebtedness For Borrowed Money pursuant to written agreements and instruments existing at the time);




 


(8)         with respect to the Notes, 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 For Borrowed Money in an aggregate principal amount not exceeding at the time such Lien is issued, created or assumed the greater of (a) 15% of the Consolidated Net Worth of CCO and (b) $7 billion; 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.




 


With respect to the Notes only, the definition of “Wholly
Owned Subsidiary” in the Base Indenture is hereby replaced with the following:


 






    7


     


    

 


“Wholly Owned Subsidiary” means, as to any
Person, any other Person all of the Equity Interests of which (other than (i) directors’ qualifying shares required
by law or (ii) in the case of CC VIII, LLC, the CCVIII Interest (as defined in the Credit Agreement)) are owned by such Person
directly or through other Wholly Owned Subsidiaries or a combination thereof.


 


		Section 1.02	Other Definitions.



 


	Term	 	Defined
 in Section	 
	“Authentication Order”	 	 	2.02	 
	“Default Direction”	 	 	6.02	 
	“Directing Holder”	 	 	6.02	 
	“DTC”	 	 	2.03	 
	“Noteholder Direction”	 	 	6.02	 
	“Paying Agent”	 	 	2.03	 
	“Position Representation”	 	 	6.02	 
	“Registrar”	 	 	2.03	 
	“series”	 	 	2.01	 
	“Verification Covenant”	 	 	6.02	 




 


Article
2



THE NOTES


 


With respect to the Notes only, Article 2 of the Base Indenture
is hereby replaced with the following:


 


		Section 2.01	Form and Dating. 



 


 (a)         General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1. 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.


 






    8


     


    

 


 (b)         Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1, 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-1, 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 to be initially represented by one or more Global Notes.




 


		Section 2.02	Execution and Authentication. 



 


Two Officers shall sign the Notes for each Issuer by manual
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 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 $1,500,000,000
and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each
case specified in clauses (i) and (ii) above, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication
Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which
the Notes are to be authenticated, whether such Notes are to be Initial Notes or Additional Notes and whether the Notes are to
be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request.
The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture is unlimited.


 


On the Issue Date, the Issuers will issue Initial Notes in the
form of one or more Global Notes, as provided in Section 2.01(c). Any Additional Notes shall also be issued in the form of one
or more Global Notes, as provided in Section 2.01(c).


 


The Trustee may appoint an authenticating agent acceptable to
the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference
in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.


 






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		Section 2.03	Registrar and Paying Agent. 



 


The Issuers shall maintain an office or agency in the Borough
of Manhattan, the City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). Until otherwise designated
by the Issuers, the Issuers’ office or agency in New York shall be the office of the Trustee maintained for such purpose.
The Registrar shall keep the Register of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any
Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to
the Issuers. The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Supplemental Indenture,
which shall incorporate any applicable terms of the TIA. The Issuers shall notify the Trustee in writing of the name and address
of any Agent not a party to this Supplemental Indenture. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


The Issuers initially appoint The Depository Trust Company (“DTC”)
to act as Depositary with respect to the Global Notes.


 


The Issuers initially appoint the Trustee to act as the Registrar
and Paying Agent and to act as custodian with respect to the Global Notes.


 


		Section 2.04	Paying Agent to Hold Money in Trust. 



 


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


 


		Section 2.05	Holder Lists. 



 


The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
 § 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of Holders, and the Issuers shall otherwise comply with
TIA § 312(a).


 






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		Section 2.06	Transfer and Exchange.



 


(a)      Transfer
and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the
Issuers for Definitive Notes if:




 


 (i)       the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary;




 


 (ii)       the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; or




 


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




 


Upon the occurrence of any of the preceding events in (i), (ii)
or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall
be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b) and (c).


 


 (b)      Transfer and Exchange of Beneficial Interests in the Global Notes.




 


The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture and the Applicable
Procedures. Transfers of beneficial interests in the Global Notes also shall require compliance with subparagraph (i) below, as
well as one or more of the other following subparagraphs, as applicable:


 


 (i)       The transferor of beneficial interest in Global Notes must deliver to the Registrar either:




 


 (A)       (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or




 






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 (B)       (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (a) above.




 


Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in this Supplemental Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(g).


 


 (c)       Transfer or Exchange of Beneficial Interests for Definitive Notes.




 


 (i)         Beneficial Interests in Global Notes to Definitive Notes. If any Holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(i), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.




 


 (d)       Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.




 


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




 


 (e)      Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):




 


 (i)       Definitive Notes to another Definitive Note. A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of another Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof.




 






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




 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (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.


 


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




 






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(h)       General Provisions Relating to Transfers and Exchanges.


 


(i)              
To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.


 


(ii)             
No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).


 


(iii)              
The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)             
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental
Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(v)             
The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding
interest payment date.


 


(vi)              
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem
and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall
be affected by notice to the contrary.


 


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


 


(viii)           
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by facsimile.


 


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


 


(x)             
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any
Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if
and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


(xi)              
Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.


 








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		Section 2.07	Replacement Notes.



 


If any mutilated Note is surrendered to the Trustee or the Issuers
and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and
the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements
are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss
that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note.


 


Every replacement Note is an additional legally binding obligation
of the Issuers and shall be entitled to all of the benefits of this Supplemental Indenture equally and proportionately with all
other Notes duly issued hereunder.


 


		Section 2.08	Outstanding Notes.



 


The Notes outstanding at any time are all the Notes authenticated
by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee in accordance with the provisions of this Supplemental Indenture, and those described in this Section
2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.


 


If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.


 


If the principal amount of any Note is considered paid under
Section 4.01 of the Base Indenture, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other than an Issuer, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then
on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


		Section 2.09	Treasury Notes.



 


In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person directly or indirectly
controlled by or under direct or indirect common control with the Issuers or, if the TIA is applicable to this Supplemental Indenture,
to the extent required by the TIA, any person controlling the Issuers, shall be considered as though not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.


 


		Section 2.10	Temporary Notes.



 


Until certificates representing Notes are ready for delivery,
the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for
temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and
the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.


 






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Holders of temporary Notes shall be entitled to all of the benefits
of this Supplemental Indenture.


 


		Section 2.11	Cancellation.



 


The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Issuers may not issue new Notes
to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.


 


		Section 2.12	Defaulted Interest.



 


If the Issuers default in a payment of interest on the Notes,
the Issuers shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, which interest on defaulted interest shall accrue until the defaulted interest is deemed paid hereunder, to the Persons
who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 of the
Base Indenture. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each
Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date and payment
date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee
in the name and at the expense of the Issuers) shall mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.


 


		Section 2.13	CUSIP Numbers.



 


The Issuers in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission
of such numbers. The Issuers will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


		Section 2.14	FATCA.



 


The Issuers hereby agree (i) to give notice to the Trustee upon
becoming aware that any payment under the Indenture will be treated as a withholdable payment, as such term is used in Sections
1471-1474 of the U.S. Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder (“Applicable
Law”); and (ii) that the Trustee shall be entitled to make any withholding or deductions from payments under the Indenture
(and shall not be required to pay any additional amounts with respect to any such withholding or deduction on or in respect of
the Notes) to the extent necessary to comply with Applicable Law.


 






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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,
(x) if the Notes are held in definitive form, the Notes shall be selected for redemption by lot, and (y) if the Notes are held
in global form, the Notes shall be selected for redemption by the depositary in accordance with their applicable procedures.


 


In the event of partial redemption by lot, the particular Notes
to be redeemed shall be selected, unless otherwise provided herein, not less than 15 nor more than 30 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for redemption.


 


The Trustee shall promptly notify the Issuers in writing of
the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to
be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof;
except that if all of a Holder’s Notes are to be redeemed, the entire outstanding amount of Notes held by such Holder, even
if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Supplemental Indenture
that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 


		Section 3.03	Notice of Redemption.



 


At least 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;


 






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(d)              
the name and address of the Paying Agent;


 


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


 


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


 


(g)              
the paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption
are being redeemed;


 


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


 


(i)                
any conditions to the Issuers’ obligations to redeem the Notes as contemplated by Section 3.04; and


 


(j)                
the CUSIP number, if any.


 


At the Issuers’ request, the Trustee shall give the notice
of redemption in the Issuers’ name and at its expense; provided, however, that the Issuers shall have delivered
to the Trustee, at least 30 days prior to the redemption date (or such shorter period as to which the Trustee may agree in its
sole discretion), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.


 


		Section 3.04	Effect of Notice of Redemption.



 


Once notice of redemption is transmitted in accordance with
Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price; provided
that any redemption or notice of any redemption may, at the Issuers’ discretion, be given prior to the completion of a transaction
or event (including an equity offering, other offering, issuance of indebtedness, a Change of Control or other transaction or event)
and any redemption notice (including the amount of Notes redeemed and conditions precedent applicable to different amounts of Notes
redeemed) may, in the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to,
completion of the related transaction or event. Any such redemption may be partial as a result of only some of the conditions being
satisfied.


 


If such redemption or notice is subject to satisfaction of one
or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the redemption date may be delayed
until such time (including more than 30 days after the date the notice of redemption was mailed or delivered, including by electronic
transmission) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption
may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived
by the Issuers in their sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Issuers
may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect
to such redemption may be performed by another Person.


 






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		Section 3.05	Deposit of Redemption Price.



 


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


 


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


 


		Section 3.06	Notes Redeemed in Part.



 


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


 


		Section 3.07	Optional Redemption.



 


(a)              
Except as set forth in Section 3.07(c), the Issuers shall not have the option to redeem Notes pursuant to this Section 3.07(a)
prior to the Par Call Date of the Notes. On or after the Par Call Date for the Notes, 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 the Notes
on a record date to receive the related interest payment on the related interest payment date).


 


(b)              
[Reserved.]


 


(c)              
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 each Holder of the
Notes to be redeemed, 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 the Notes on a record date to receive
the related interest payment on the related interest payment date).


 






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(d)              
[Reserved.]


 


Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06.


 


		Section 3.08	Mandatory Redemption.



 


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


 


Article
4 


 


COVENANTS


 


With respect to the Notes only, the Issuers hereby agree to
expressly subject themselves to the provisions of Article 4 of the Base Indenture.


 


With respect to the Notes only, Section 4.03 of the Base Indenture
is hereby replaced with the following:


 


		Section 4.03	Reports.



 


CCO shall file with the Trustee, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required
to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days
after the same is so required to be filed with the Commission. CCO shall also comply with the other provisions of Trust Indenture
Act Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee
is entitled to rely exclusively on Officers’ Certificates).


 


Notwithstanding anything to the contrary set forth above, for
so long as the Issuers are direct or indirect majority-owned subsidiaries of any Parent (or other Person which, directly or indirectly,
owns a majority of the outstanding common equity interests of CCO), if such Parent (or other Person which, directly or indirectly,
owns a majority of the outstanding common equity interests of CCO) has furnished the Holders of the Notes or filed electronically
with the Commission the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly
or indirectly, owns a majority of the outstanding common equity interests of CCO) and such reports include a brief explanation
(or such explanation is otherwise made available to the Holders) of the material differences between the financial statements of
such Parent and that of CCO, then the Issuers shall be deemed to be in compliance with this covenant.


 


Any information filed with the Commission and available at www.SEC.gov
or made available on any Parent’s website shall be deemed transmitted, filed and delivered as required under this Section
4.03.


 






    20


     


    

 


Article
5



SUCCESSORS


 


With respect to the Notes only, the Issuers hereby agree to
expressly subject themselves to the provisions of Article 5 of the Base Indenture.


 


Article
6



DEFAULTS AND REMEDIES


 


With respect to the Notes only, the Issuers hereby agree to
expressly subject themselves to the provisions of Article 6 of the Base Indenture.


 


With respect to the Notes only, Section 6.01 of the Base Indenture
is hereby replaced with the following:


 


		Section 6.01	Events of Default.



 


Except where otherwise indicated by the context
or where the term is otherwise defined for a specific purpose, the term “Event of Default”
as used in this Indenture with respect to the Notes shall mean one of the following described events:


 


(1)              
default in the payment of interest on the Notes when due, continued for 30 consecutive days;


 


(2)              
default in payment of principal of any Note when due at maturity, upon optional redemption, upon required purchase, upon
declaration of acceleration or otherwise;


 


(3)              
the failure by the Issuers or any Note Guarantor to comply for 90 days after notice with its covenants or other agreements
(other than those described in the immediately preceding clauses (1) and (2) above), provided that a default under this
clause (3) will not constitute an Event of Default with respect to the Notes until the Trustee or the Holders of 30% in principal
amount of the outstanding Notes notify the Issuers of the default and the Issuers do not cure such default within the time specified
after receipt of such notice; provided, further, that a notice of default may not be given with respect to any action taken,
and reported publicly or to Holders, more than two years prior to such notice of default;


 


(4)              
(I) any Issuer or any Subsidiary Guarantor that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy
Code:


 


(a)  
commences a voluntary case,


 


(b)  
consents to the entry of an order for relief against it in an involuntary case,


 


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


 






    21


     


    

 


(d)  
makes a general assignment for the benefit of its creditors; or


 


(II) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Code that:


 


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


 


(b)  
appoints a custodian of an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary or for all or substantially
all of the property of an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary; or


 


(c)  
orders the liquidation of an Issuer or a Subsidiary Guarantor that is a Significant Subsidiary, and the order or
decree remains unstayed and in effect for 60 consecutive days.


 


(5)              
any Note Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary (or Note Guarantees of any group
of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) ceases to be in full force and effect
(other than in accordance with the terms of such Note Guarantee and/or this Indenture) or any Note Guarantor denies or disaffirms
its obligations under its Note Guarantee; and


 


(6)              
a material portion of the Collateral ceases to be subject to the Liens of the Security Documents (other than in accordance
with the terms of this Indenture and the Security Documents) or any Issuer or Subsidiary Guarantor denies or disaffirms its obligations
under the Security Documents to which it is party.


 


With respect to the Notes only, Section 6.02 of the Base Indenture
is hereby replaced with the following:


 


		Section 6.02	Acceleration.



 


If an Event of Default arising from Section
6.01(4) with respect to CCO occurs and is continuing, the principal of and accrued but unpaid interest on all outstanding Notes
shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders of the Notes.


 


If any other Event of Default with respect
to the Notes occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 30% in principal amount
of the then outstanding Notes by notice to the Issuers and the Trustee may declare the Notes to be due and payable. Upon such a
declaration, such principal and interest shall be due and payable immediately. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration
and its consequences with respect to the Notes if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except non-payment of principal, interest or premium that has become due solely because of the acceleration)
have been cured or waived. Any time period in this Indenture to cure any actual or alleged Default or Event of Default with respect
to the Notes may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event
of Default is the subject of litigation.


 






    22


     


    

 


Any notice of Default, notice of acceleration
or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder
Direction”) provided by any one or more Holders (each, a “Directing Holder”) must be accompanied by
a written representation from each such Holder to the Issuers and the Trustee that such Holder is not (or, in the case such Holder
is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position
Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default (a “Default
Direction”), shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases
to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction,
covenant to provide the Issuers with such other information as the Issuers may reasonably request from time to time in order to
verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification
Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant
required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled
to rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.


 


If, following the delivery of a Noteholder
Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe
a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that
the Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was,
at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable
Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect
to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination
of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration
of the Notes, the Issuers provide to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy
its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with
respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and
any remedy stayed until such time as the Issuers provide the Trustee with an Officers’ Certificate that the Verification
Covenant has been satisfied; provided that the Issuers shall promptly deliver such Officers’ Certificate to the Trustee
upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced
by the delivery to the Trustee of the Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification
Covenant) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the
participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would
have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the
effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not
to have received such Noteholder Direction or any notice of such Default or Event of Default.


 






    23


     


    

 


Notwithstanding anything in the preceding
two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as
the result of a bankruptcy or similar direction shall not require compliance with the foregoing paragraphs.


 


The Trustee shall have no obligation to monitor
or determine whether a Holder is Net Short and can rely conclusively on the Officers’ Certificates delivered by the Issuers
and determinations made by a court of competent jurisdiction.


 


Article
7



TRUSTEE


 


With respect to the Notes only, the Issuers hereby agree to
expressly subject themselves to the provisions of Article 7 of the Base Indenture.


 


Article
8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


With respect to the Notes only, the Issuers hereby agree to
expressly subject themselves to the provisions of Article 8 of the Base Indenture.


 


Article
9 


 


AMENDMENT, SUPPLEMENT
AND WAIVER


 


With respect to the Notes only, the Issuers hereby agree to
expressly subject themselves to the provisions of Article 9 of the Base Indenture.


 


With respect to the Notes only, Section 9.01 of the Base Indenture
is hereby replaced with the following:


 


		Section 9.01	Without Consent of Holders of Notes.



 


Notwithstanding Section 9.02 of this
Indenture, the Issuers, the Trustee and the Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement,
any Note Guarantee, any Security Document or the Notes without the consent of any Holder of a Note:


 


(1)              
to cure any ambiguity, omission, mistake, defect or inconsistency;


 


(2)              
to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under
the Indenture or the Security Documents;


 


(3)              
to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated
Notes are described in Section 163(f)(2)(B) of the Code);


 






    24


     


    

 


(4)              
to add Guarantees with respect to the Notes or to add additional Collateral to secure the Notes and the Note Guarantees;


 


(5)              
to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender
any right or power conferred upon the Issuers or any Note Guarantor;


 


(6)              
to make any change that would provide any additional rights or benefits to Holders of any series or that does not
adversely affect the legal rights under this Indenture of any such Holder;


 


(7)              
to conform the text of the Indenture, the Notes, any Note Guarantee, the Intercreditor Agreement or any Security
Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other
offering document applicable to such Notes as the time of the initial sale thereof;


 


(8)              
to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided,
however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation
of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect
the rights of Holders to transfer Notes;


 


(9)              
to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents,
the Indenture or the Intercreditor Agreement;


 


(10)          
to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral
Agent thereunder pursuant to the requirements thereof;


 


(11)          
to release a Note Guarantor pursuant to the terms of Article 10;


 


(12)          
to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination
shall not be effective with respect to any outstanding Notes of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision; or


 


(13)          
to change or eliminate any provisions of this Indenture or the Notes to eliminate the effect of any Accounting Change
or in the application thereof as described in the last paragraph of the definition of “GAAP.”


 


The consent of the Holders of the Notes
is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment.


 


Upon the request of the Issuers accompanied
by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel pursuant to Section
9.06, the Trustee and the Collateral Agent shall join with the Issuers and any Note Guarantors in the execution of any amended
or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall not be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.


 






    25


     


    

 


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.


 






    26


     


    

 


Article
13



SATISFACTION AND DISCHARGE


 


With respect to the Notes only, the following are hereby added
as Sections 13.03 and 13.04 to Article 13 of the Base Indenture:


 


		Section 13.03	Satisfaction and Discharge of Supplemental Indenture



 


This Supplemental Indenture shall cease to be of further effect
(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 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


 






    27


     


    

 


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


 


Notwithstanding the satisfaction and discharge of this Supplemental
Indenture pursuant to this Article 13, the obligations of the Issuers to the Trustee under Section 7.07 of the Base Indenture,
and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 13.03, the obligations
of the Trustee under Section 13.04 shall survive such satisfaction and discharge.


 


		Section 13.04	Application of Trust Money.



 


All money deposited with the Trustee pursuant to Section 13.03
shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Supplemental Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been deposited with the Trustee.


 


Article
14



COLLATERAL


 


With respect to the Notes only, Section 14.03(4) of the Base
Indenture is replaced with the following:


 


(4)        as
to any property or asset constituting Collateral that is sold or otherwise disposed of by the Issuers or any Note Guarantor, directly
or indirectly, in a transaction not prohibited by this Indenture at the time of such sale or disposition;


 


[Signatures on following page]


 






    28


     


    

 


Dated as of October 24, 2019


 


	 	CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer
	 	 
	 	 
	 	By:	/s/ Jessica M. Fischer
	 	 	Name:	Jessica M. Fischer
	 	 	Title:	Senior Vice President - Finance and Corporate Treasurer
	 	 	 	 
	 	CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer
	 	 
	 	 
	 	By:	/s/ Jessica M. Fischer
	 	 	Name:	Jessica M. Fischer
	 	 	Title:	Senior Vice President - Finance and Corporate Treasurer
	 	 	 	 
	 	EACH OF THE NOTE GUARANTORS LISTED ON SCHEDULE I HERETO, as a Note Guarantor
	 	 
	 	 
	 	By:	/s/ Jessica M. Fischer
	 	 	Name:	Jessica M. Fischer
	 	 	Title:	Senior Vice President - Finance and Corporate Treasurer




 


[Signature Page to the Supplemental Indenture]




 









     


     


    

 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 
	 	 
	 	By:	/s/ Karen Yu
	 	 	Name:	Karen Yu
	 	 	Title:	Vice President
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
	 	 
	 	 
	 	By:	/s/ Karen Yu
	 	 	Name:	Karen Yu
	 	 	Title:	Vice President




 


[Signature Page to the Supplemental Indenture]


 






     


     


    

 


SCHEDULE I


 


Note Guarantors


 


CCO Holdings, LLC


Bresnan Broadband Holdings, LLC


Bresnan Broadband of Colorado, LLC


Bresnan Broadband of Montana, LLC


Bresnan Broadband of Utah, LLC


Bresnan Broadband of Wyoming, 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


CC Fiberlink, LLC


CC Systems, LLC


CC VI Fiberlink, LLC


CC VII Fiberlink, LLC


CCO Fiberlink, LLC


CCO NR Holdings, LLC


CCO Transfers, LLC


Charter Advanced Services (MN), LLC


Charter Advanced Services (MO), LLC


Charter Advanced Services VIII (MN), LLC


Charter Communications Entertainment I, LLC


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 – Tennessee, LLC


Charter Fiberlink CA-CCO, LLC


Charter Fiberlink CC VIII, LLC


Charter Fiberlink CCO, LLC


Charter Fiberlink CT-CCO, LLC


 






    I-1


     


    

 


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 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 Leasing Holding Company, LLC


Charter Procurement Leasing, LLC


DukeNet Communications, LLC


Falcon Cable Communications, LLC


Helicon Partners I, L.P.


Marcus Cable Associates, L.L.C.


Spectrum Advanced Services, LLC


Spectrum Gulf Coast, LLC


Spectrum Mid-America, LLC


Spectrum Mobile, LLC


Spectrum Mobile Equipment, LLC


Spectrum New York Metro, LLC


Spectrum NLP, LLC


Spectrum Northeast, LLC


Spectrum Oceanic, LLC


Spectrum Originals, LLC


Spectrum Originals Development, LLC


Spectrum Pacific West, LLC


Spectrum Reach, LLC


Spectrum RSN, LLC


Spectrum Security, LLC


Spectrum Southeast, LLC


Spectrum TV Essentials, LLC


Spectrum Wireless Holdings, LLC


TC Technology 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


 






    I-2


     


    

 


Time Warner Cable Information Services (Hawaii), LLC


Time Warner Cable Information Services (Idaho), LLC


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, LLC


TWC Administration LLC


TWC Communications, LLC


TWC Media Blocker LLC


TWC SEE Holdco LLC


TWC/Charter Los Angeles Cable Advertising, LLC


TWCIS Holdco LLC


 






    I-3


     


    

 





EXHIBIT A-1


 


[THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (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


 





 



 




1               Include
Global Note Legend, if applicable.


 






    A-1-1


     


    

 





[Face of Note]


CUSIP NO. [               ]



4.800% Senior Secured Notes due 2050



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 March 1, 2050


 


Interest Payment Dates: March 1 and September 1


 


Record Dates: February 15 and August 15


 


Subject to Restrictions set forth in this Note.








 






    A-1-1


     


    

 


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:  	 




 






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This is one of the Notes referred to


in the within-mentioned Supplemental Indenture:


 


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


as Trustee


 


	By:	 	 
	 	Authorized Signatory	 




 


Dated: [                  ]  


 









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[Back of Note]


 


4.800% Senior Secured Notes due 2050


 


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 4.800% Senior Secured Notes due 2050 of the Issuers.


 


1.       INTEREST.
The Issuers promise to pay interest on the principal amount of this Note at the rate of 4.800% per annum from the Issue Date until
maturity. The Issuers will pay interest semi-annually in arrears on March 1 and September 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 March 1, 2020. The Issuers shall pay
interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1.00% per annum in excess of the rate then in effect; they shall pay interest (including
post-petition interest in any proceeding under the Bankruptcy Code) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.


 


2.       METHOD
OF PAYMENT. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at
the close of business on February 15 and August 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.


 






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4.       INDENTURE.
The Issuers issued the Notes under an Indenture dated as of July 23, 2015 (the “Base Indenture”), among CCO
Safari II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and The Bank of New York
Mellon Trust Company, N.A., as Trustee and Collateral Agent, as supplemented by the Fifteenth Supplemental Indenture dated as of
October 24, 2019 (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 September 1, 2049 (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].


 


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.


 






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


 


11.       AMENDMENT,
SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee,
the Security Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, any existing Default or compliance with any provision
of the Supplemental Indenture or the Notes may be waived, including by way of amendment, with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Issuers, the Trustee
and the Collateral Agent may amend or supplement the Supplemental Indenture, the Intercreditor Agreement, any Note Guarantee, any
Security Document, or the Notes (i) to cure any ambiguity, omission, mistake, defect or inconsistency, (ii) to provide for the
assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Supplemental Indenture or the
Security Documents, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that
the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add Guarantees with respect to the Notes or
to add additional Collateral to secure the Notes and the Note Guarantees, (v) to add to the covenants of the Issuers or any Note
Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note
Guarantor, (vi) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect
the legal rights under this Supplemental Indenture of any such Holder, (vii) to conform the text of the Supplemental Indenture,
the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to any provision under the heading “Description
of Notes” in the Prospectus, (viii) to make any amendment to the provisions of the Supplemental Indenture relating to the
transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not
result in notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment
does not materially and adversely affect the rights of Holders to transfer Notes; (ix) to release Collateral from the Lien under
the Security Document when permitted or required by the Security Documents, the Supplemental Indenture or the Intercreditor Agreement,
(x) to evidence and provide for the acceptance and appointment under the Supplemental Indenture of a successor Trustee or Collateral
Agent thereunder pursuant to the requirements thereof, (xi) to release a Note Guarantor pursuant to the terms of Article 10 of
the Indenture, or (xii) to make any amendment to the provisions of the Indenture or the Notes to eliminate the effect of any Accounting
Change or in the application thereof as described in the last paragraph of the definition of “GAAP.”


 






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12.       DEFAULTS
AND REMEDIES. Each of the following is an Event of Default: (i) default in the payment of interest on the Notes when due, continued
for 30 consecutive days on the Notes, (ii) default in payment of principal of any Note when due at maturity, upon optional redemption,
upon required purchase, upon declaration of acceleration or otherwise, (iii) the failure by the Issuers or any Note Guarantor to
comply for 90 days after notice with its covenants or other agreements (other than those described in the immediately preceding
clauses (i) and (ii) above), provided that a default under this clause (iii) will not constitute an Event of Default with
respect to the Notes until the Trustee or the Holders of 30% in principal amount of the outstanding Notes notify the Issuers of
the default and the Issuers do not cure such default within the time specified after receipt of such notice, provided, further,
that a notice of default may not be given with respect to any action taken, and reported publicly or to Holders, more than two
years prior to such notice of default, (iv) (I) the Issuers or any Subsidiary Guarantor that is a Significant Subsidiary pursuant
to or within the meaning of the Bankruptcy Code: (a) commences a voluntary case, (b) consents to the entry of an order for relief
against it in an involuntary case, (c) consents to the appointment of a custodian of it or for all or substantially all of its
property, or (d) makes a general assignment for the benefit of its creditors; or (II) a court of competent jurisdiction enters
an order or decree under the Bankruptcy Code that (a) is for relief against the Issuers or a Subsidiary Guarantor that is a Significant
Subsidiary in an involuntary case; (b) appoints a custodian of the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary
or for all or substantially all of the property of the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary; or (c)
orders the liquidation of the Issuers or a Subsidiary Guarantor that is a Significant Subsidiary, and the order or decree remains
unstayed and in effect for 60 consecutive days; (v) any Note Guarantee of any Subsidiary Guarantor that is a Significant Subsidiary
(or Note Guarantees of any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) ceases
to be in full force and effect (other than in accordance with the terms of such Note Guarantee and/or this Indenture) or any Note
Guarantor denies or disaffirms its obligations 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.


 


If an Event of Default arising from (vi)
above with respect to CCO occurs and is continuing the principal of and accrued but unpaid interest on all outstanding Notes shall
ipso facto become due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes.


 


If any other Event of Default with respect
to the Notes occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 30% in principal amount
of the then outstanding Notes by notice to the Issuers and the Trustee may declare the Notes to be due and payable immediately.
The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf
of all of the Holders rescind an acceleration and its consequences with respect to such Notes if the rescission would not conflict
with any judgment or decree and if all existing Events of Default (except non-payment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived. Any time period in the Indenture to cure any actual or
alleged default or Event of Default with respect to the Notes may be extended or stayed by a court of competent jurisdiction to
the extent such actual or alleged default or Event of Default is the subject of litigation.


 






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Any Noteholder Direction provided by any
one or more Directing Holders must be accompanied by a Position Representation, which representation, in the case of a Default
Direction shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the
Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, make a Verification
Covenant. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required
hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely
on such Position Representation and Verification Covenant in delivering its direction to the Trustee.


 


If, following the delivery of a Noteholder
Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe
a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that
the Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was,
at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable
Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect
to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination
of a court of competent jurisdiction on such matter.


 


If, following the delivery of a Noteholder
Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’ Certificate stating that
a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically
stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be
automatically reinstituted and any remedy stayed until such time as the Issuers provide the Trustee with an Officers’ Certificate
that the Verification Covenant has been satisfied; provided that the Issuers shall promptly deliver such Officers’
Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation
(as evidenced by the delivery to the Trustee of the Officers’ Certificate stating that a Directing Holder failed to satisfy
its Verification Covenant) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and
if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder
Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab
initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee
shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.


 






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Notwithstanding anything in the preceding
two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as
the result of a bankruptcy or similar direction shall not require compliance with the foregoing paragraphs.


 


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


 


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


 


c/o Charter Communications, Inc.

400 Atlantic Street, 10th Floor

Stamford, Connecticut 06901

Attention: Corporate Secretary

Telecopier No.: (314) 965-6440


 









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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(i) or (we) assign and transfer this Note to:	 






 


 (Insert assignee’s legal name)


 


 


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


 


 


 


 


 


 


 


 


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


 


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


 


	Date:	 	



  


	Your Signature:		



(Sign exactly as your name appears on the face of this
Note)


 


	Signature Guarantee*:		



 


 


* Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).


 






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SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE*


 


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


 


	Date of Exchange	 	Amount 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	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









  



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