Exhibit 4.2


 


 


CHARTER COMMUNICATIONS OPERATING, LLC


 


and


 


CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.,


 


as Issuers,


 


CCO HOLDINGS, LLC


 


and


 


THE SUBSIDIARY GUARANTORS PARTY HERETO,


 


as Note Guarantors,


 


and


 


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


 


as Trustee and Collateral Agent


 


 






 


TWENTY-FIRST
SUPPLEMENTAL INDENTURE


 


Dated as of October 12, 2021


 





 



 


2.250% Senior Secured Notes due 2029


3.500% Senior Secured Notes due 2042


3.950% Senior Secured Notes due 2062


 



    


     


    




 




CROSS-REFERENCE TABLE*


 


	Trust Indenture

Act Section	Indenture 

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


 


N.A. means not applicable.

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


 






    -i-


     


    

 


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	9
	Section
    2.02	Execution
    and Authentication	10
	Section
    2.03	Registrar
    and Paying Agent	11
	Section
    2.04	Paying
    Agent to Hold Money in Trust	12
	Section
    2.05	Holder
    Lists	12
	Section
    2.06	Transfer
    and Exchange	12
	Section
    2.07	Replacement
    Notes	17
	Section
    2.08	Outstanding
    Notes	17
	Section
    2.09	Treasury
    Notes	18
	Section
    2.10	Temporary
    Notes	18
	Section
    2.11	Cancellation	18
	Section
    2.12	Defaulted
    Interest	18
	Section
    2.13	CUSIP
    Numbers	19
	Section
    2.14	FATCA.	19
	 	Article
    3
 
 REDEMPTION AND PREPAYMENT	 
	 	 	 
	Section
    3.01	Notices
    to Trustee	19
	Section
    3.02	Selection
    of Notes to Be Redeemed	19
	Section
    3.03	Notice
    of Redemption	20
	Section
    3.04	Effect
    of Notice of Redemption	21
	Section
    3.05	Deposit
    of Redemption Price	21
	Section
    3.06	Notes
    Redeemed in Part	22
	Section
    3.07	Optional
    Redemption	22
	Section
    3.08	Mandatory
    Redemption	22




 






    -ii-


     


    

 





	 	 	 
	 	Article
    4
 
 COVENANTS	 
	 	 	 
	Section 4.03	Reports	23
		Article
    5
 
 SUCCESSORS	 
	 	 	 
	 	Article 6

    
 DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events
of Default	24
	Section 6.02	Acceleration	25
	 	 	 
	 	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	27
	 	 	 
	 	Article 10

    
 GUARANTEE	 
	 	 	 
	 	Article 11

    
 [RESERVED.]	 
	 	 	 
	 	Article 12

    
 MISCELLANEOUS	 
	 	 	 
	Section 12.13	Table
of Contents, Headings, etc.	31
	Section 12.16	Supplemental
Indenture Controls	31
	Section 12.17	Submission
to Jurisdiction	31


 






    -iii-


     


    

 


	 	Article
    13

    
 SATISFACTION AND DISCHARGE	 
	 	 	 
	Section
    13.03	Satisfaction
    and Discharge of Supplemental Indenture	31
	Section
    13.04	Application
    of Trust Money	32
	 	 	 
	 	Article
    14

    
 COLLATERAL	 
	 	 	 
	 	SECTION
    2	 
	 	 	 
	 	GRANT
    OF SECURITY INTEREST	 




 






    -iv-


     


    

 


TWENTY-FIRST SUPPLEMENTAL INDENTURE dated as of
October 12, 2021 (the “Supplemental Indenture”) among Charter Communications Operating, LLC, a Delaware limited liability
company (and any successor Person thereto, “CCO”), Charter Communications Operating Capital Corp., a Delaware corporation
(“Capital Corp” and, together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited liability
company (“CCO Holdings”), the subsidiary guarantors party hereto (together with CCO Holdings, the “Note Guarantors”)
and The Bank of New York Mellon Trust Company, N.A., as trustee (together with its successors in such capacity, the “Trustee”)
and as collateral agent (together with its successors in such capacity, the “Collateral Agent”).


 


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


 


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


 


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


 


WHEREAS, the Issuers and the Note Guarantors are
entering into this Supplemental Indenture to, among other things, establish the form and terms of (i) the Issuers’ new series of
2.250% senior secured notes due 2029 (the “2029 Notes”), (ii) the Issuers’ new series of 3.500% senior secured
notes due 2042 (the “2042 Notes”) and (iii) the Issuers’ new series of 3.950% senior secured notes due 2062 (the
 “2062 Notes” and together with the 2029 Notes and 2042 Notes, the “Notes”), pursuant to the Base
Indenture, as modified by this Supplemental Indenture; and


 


WHEREAS, all conditions necessary to authorize
the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuers and the Note Guarantors
have been satisfied or performed.


 


NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Issuers, the Note Guarantors, the Trustee and the Collateral Agent, for the benefit of each other and for the
equal and ratable benefit of the Holders, hereby enter into this Supplemental Indenture to, among other things, establish the terms
of the Notes pursuant to Section 2.01 of the Base Indenture and there is hereby established the Issuers’ “2.250% Senior
Secured Notes due 2029,” the Issuers’ “3.500% Senior Secured Notes due 2042” and the Issuers’ 3.950%
Senior Secured Notes due 2062,” in each case, as a separate series of Notes (as defined in the Base Indenture) and such
parties further agree that this Supplemental Indenture affects the Issuers’ 2.250% Senior Secured Notes due 2029, 3.500%
Senior Secured Notes due 2042 and 3.950% Senior Secured Notes due 2062 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 of a series 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 applicable Par Call Date, plus (ii) all required interest payments due on
such Note to and including the applicable 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 (i) with respect
to the 2029 Notes, 15 basis points, (ii) with respect to the 2042 Notes, 25 basis points and (iii) with respect to the 2062 Notes,
30 basis points; over


 






    2


     


    

 


(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 of a series 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 the Notes of such series; 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 actively traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.


 


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


 


“Capital Corp” has the meaning
assigned to it in the preamble to this Supplemental Indenture.


 


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


 


“CCO Holdings” has the meaning
assigned to it in the preamble to this Supplemental Indenture.


 


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


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit
A-1, Exhibit A-2 or Exhibit A-3, as applicable, hereto except that such Note shall not bear the Global Note Legend and
shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


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


 






    3


     


    

 


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


 


“Electronic Means” shall mean
the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for
use in connection with its services hereunder.


 


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


 


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


 


“Global Note” means a permanent
Global Note substantially in the form of Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, hereto that bears
the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that
is deposited with or on behalf of and registered in the name of the Depositary, representing the Initial Notes or any Additional Notes.


 


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


 


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


 






    4


     


    

 


“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 12,
2021.


 


“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.


 


“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 (i) with
respect to the 2029 Notes, November 15, 2028, (ii) with respect to the 2042 Notes, September 1, 2041 and (iii) with respect to the 2062
Notes, December 30, 2061.


 


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


 


“Prospectus” means the base
prospectus, dated December 7, 2020, as supplemented by the preliminary prospectus supplement, dated September 27, 2021, as supplemented
or amended by the free writing prospectus, dated September 27, 2021, and the final prospectus supplement, dated September 27, 2021, relating
to the offering by the Issuers of $4,000,000,000 aggregate principal amount of Initial Notes.


 



    5


     


    





 


“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.


 


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


 


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


 


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


 


“Credit Agreement” means
the Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, as amended as of October 24, 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.


 






    6


     


    

 


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


 


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


 


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


 


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


 


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


 


“Permitted Liens” means:


 


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


 


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


 


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


 


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


 


(5)           Liens
on any property 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


     


    

 


(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 of each series, Liens securing Obligations in respect of the Notes of each series and the Note Guarantees thereof
and Liens in favor of the Trustee;


 


(9)           Liens
resulting from progress payments or partial payments under United States government contracts or subcontracts;


 


(10)         Liens
arising or existing in connection with Indebtedness For Borrowed Money in an aggregate principal amount not exceeding at the time such
Lien is issued, created or assumed the greater of (a) 15% of the Consolidated Net Worth of CCO and (b) $7 billion; 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:


 


“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





 






    8


     


    

 


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) 



 


(a)                 
General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of (i) in the
case of the 2029 Notes, Exhibit A-1, (ii) in the case of the 2042 Notes, Exhibit A-2 and (iii) in the case of the 2062 Notes,
Exhibit A-3. The Notes are each a separate “series” of Notes for the purposes of the Base Indenture and this
Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or this Supplemental
Indenture. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.


 


The terms and provisions contained in the Notes
shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Issuers and the Trustee, by their execution
and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent
any provision of any Note conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture
shall govern and be controlling.


 


(b)                
Global Notes. Notes issued in global form shall be substantially in the form of (i) in the case of the 2029 Notes, Exhibit
A-1, (ii) in the case of the 2042 Notes, Exhibit A-2 and (iii) in the case of the 2062 Notes, Exhibit A-3, including
the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Notes issued
in definitive form shall be substantially in the form of (i) in the case of the 2029 Notes, Exhibit A-1, (ii) in the case of the
2042 Notes, Exhibit A-2 and (iii) in the case of the 2062 Notes, Exhibit A-3, 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.


 






    9


     


    

 


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


 


At any time and from time to time after the execution
and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication;
and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of (a) in the case
of the 2029 Notes, $1,250,000,000, (b) in the case of the 2042 Notes, $1,350,000,000 and (c) in the case of the 2062 Notes, $1,400,000,000,
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.


 






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		Section 2.04	Paying
                                            Agent to Hold Money in Trust.Principal of, premium, if any, and interest on the Notes will
                                            be payable at the office of the Paying Agent or, at the option of the Issuers, payment of
                                            interest may be made by check mailed to Holders at their respective addresses set forth in
                                            the Register; provided, all payments of principal, premium, if any, and interest with
                                            respect to the Notes represented by one or more Global Notes registered in the name or held
                                            by the Depositary shall be made by wire transfer of immediately available funds to accounts
                                            specified by the Holder prior to 10:00 a.m., New York time, on each due date of the principal
                                            and interest on any Note. The Issuers shall require each Paying Agent other than the Trustee
                                            to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders
                                            or the Trustee all money held by the Paying Agent for the payment of principal, premium,
                                            if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuers
                                            in making any such payment. While any such default continues, the Trustee may require a Paying
                                            Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying
                                            Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying
                                            Agent (if other than an Issuer or a Subsidiary) shall have no further liability for the money.
                                            If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
                                            trust fund for the benefit of Holders all money held by it as Paying Agent. Upon any bankruptcy
                                            or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying
                                            Agent for the Notes.



 


		Section 2.05	Holder Lists.The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuers
shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders,
and the Issuers shall otherwise comply with TIA § 312(a).



 


		Section 2.06	Transfer and Exchange.



 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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):


 






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


 


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


 


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


 






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


 


(h)                
General Provisions Relating to Transfers and Exchanges.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


		Section 2.07	Replacement
                                            Notes.



 


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


 


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


 


		Section 2.08	Outstanding
                                            Notes.



 


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


 


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


 


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


 






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


 


		Section 2.09	Treasury
                                            Notes.



 


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


 


		Section 2.10	Temporary
                                            Notes.



 


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


 


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


 


		Section 2.11	Cancellation.



 


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


 


		Section 2.12	Defaulted
                                            Interest.



 


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


 






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	 	Section 2.13	CUSIP Numbers.



 


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


 


	 	Section 2.14	FATCA.



 


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


 


Article
3



REDEMPTION AND PREPAYMENT


 


With respect to the Notes only, Article 3 of the
Base Indenture is hereby replaced with the following:


 


		Section 3.01	Notices
                                            to Trustee.



 


If the Issuers elect to redeem Notes pursuant to
the optional redemption provisions of Section 3.07, it shall furnish to the Trustee, at least 10 days but not more than 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.


 






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


 


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


 


	 	Section 3.03	Notice of Redemption.



 


At least 10 days but not more than 30 days before
a redemption date, the Issuers shall transmit or cause to be transmitted, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.


 


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


 


(a)                 
the redemption date;


 


(b)                
the redemption price;


 


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


 


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


 


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


 


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


 


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


 


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


 






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(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.


 


		Section 3.05	Deposit of Redemption Price.



 


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


 


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


 






    21


     


    

 


		Section 3.06	Notes Redeemed in Part.



 


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


 


		Section 3.07	Optional Redemption.



 


(a)              
Except as set forth in Section 3.07(c), the Issuers shall not have the option to redeem Notes pursuant to this Section 3.07(a)
prior to the Par Call Date of the Notes. On or after the Par Call Date for the Notes of a series, the Issuers may redeem the Notes of
such series, in whole or in part, at the Issuers’ option, on at least 10 days’ but not more than 30 days’ prior notice
to the Holders thereof, at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed plus accrued
and unpaid interest on the principal amount being redeemed to, but not including, the redemption date (subject to the rights of Holders
of Notes of such series on a record date to receive the related interest payment on the related interest payment date).


 


(b)              
[Reserved.]


 


(c)              
Prior to the Par Call Date with respect to each series of the Notes, the Issuers may redeem outstanding Notes, in whole or in part,
at the Issuers’ option, at any time or from time to time, on at least 10 days’ but not more than 30 days’ prior notice
to each Holder of the Notes of such series 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 Notes
of such series on a record date to receive the related interest payment on the related interest payment date).


 


(d)              
[Reserved.]


 


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


 


		Section 3.08	Mandatory Redemption.



 


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


 






    22


     


    

 


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.


 






    23


     


    

 


Article
5



SUCCESSORS


 


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


 


Article
6


 


DEFAULTS AND REMEDIES


 


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


 


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


 


		Section 6.01	Events of Default.



 


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


 


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


 


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


 


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


 


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


 


(a)  
commences a voluntary case,


 


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


 


(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 any Bankruptcy Code that:


 






    24


     


    

 


(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 of the applicable
series shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders of such series of Notes.


 


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


 






    25


     


    

 


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


 


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


 


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


 


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


 






    26


     


    

 


Article
7



TRUSTEE


 


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


 


Article
8



LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


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


 


Article
9 


 


AMENDMENT, SUPPLEMENT AND
WAIVER


 


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


 


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


 


		Section 9.01	Without Consent of Holders of Notes.



 


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


 


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


 


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


 


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


 


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


 






    27


     


    

 


(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.


 






    28


     


    

 


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


 


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


 


Any notices or other communications required or
permitted hereunder shall be in writing and shall be sufficiently given if made by hand delivery, first class mail (registered or certified,
return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, and addressed as follows:


 


If to the Issuers:


 


Charter Communications Operating,
LLC


Charter Communications Operating
Capital Corp.


c/o Charter Communications, Inc.


400 Washington Blvd.


Stamford, Connecticut 06902


Attention: General Counsel


Electronic Mail: rick.dykhouse@charter.com


 


With a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Facsimile No.: (212) 446-4900


Attention: Christian O. Nagler,
Esq.


 


If to the Trustee:


 


The Bank of New York Mellon Trust
Company, N.A.


2 North LaSalle Street, Suite
700


Chicago, Illinois 60602


Facsimile No.: (312) 827-8542


Attention: Corporate Trust Administration


 






    29


     


    

 


With respect to the Notes only, the last paragraph
of Section 12.02 of the Base Indenture is hereby replaced with the following:


 


The Trustee shall have the right to accept and
act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and
related Security Documents and delivered using Electronic Means; provided, however, that the Issuers shall provide to the Trustee an incumbency
certificate listing persons with the authority to provide such Instructions (“Authorized Persons”) and containing specimen
signatures of such Authorized Persons, which incumbency certificate shall be amended by the Issuers whenever a person is to be added or
deleted from the listing. If the Issuers elect to give the Trustee Instructions using Electronic Means and the Trustee in its discretion
elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuers
understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall
conclusively presume that directions that purport to have been sent by an Authorized Person listed on the incumbency certificate provided
to the Trustee have been sent by such Authorized Person. The Issuers shall be responsible for ensuring that only Authorized Person transmit
such Instructions to the Trustee and that the Issuers and all Authorized Person are solely responsible to safeguard the use and confidentiality
of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuers. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuers agree: (i)
to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties and (ii) that it is
fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there
may be more secure methods of transmitting Instructions than the method(s) selected by the Issuers.


 






    30


     


    

 


With respect to the Notes only, Section 12.13 of
the Base Indenture is hereby replaced with the following:


 


		Section 12.13	Table of Contents, Headings, etc.The Table of Contents,
Cross-Reference Table and headings of the Articles and Sections of this Supplemental Indenture and the Base Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Supplemental Indenture or the Base Indenture and shall in
no way modify or restrict any of the terms or provisions. Unless otherwise expressly specified, references in this Supplemental Indenture
to specific Articles, Sections or clauses refer to Articles, Sections and clauses contained in this Supplemental Indenture, unless such
Article, Section or clause is incorporated herein by reference to the Base Indenture or no such Article, Section or clause appears in
this Supplemental Indenture, in which case such references refer to the applicable section of the Base Indenture.



 


With respect to the Notes only, the following Sections
12.16 and 12.17 are hereby added to Article 12 of the Base Indenture:


 


		Section 12.16	Supplemental
Indenture Controls.



 


In case any provision of this Supplemental Indenture
conflicts with any provision of the Base Indenture, the provisions of this Supplemental Indenture shall govern and be controlling, solely
with respect to the Notes.


 


		Section 12.17	Submission
to Jurisdiction.



 


The parties irrevocably submit to the non-exclusive
jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action or proceeding
arising out of or relating to this Supplemental Indenture. To the fullest extent permitted by applicable law, the parties irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any
such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.


 


Article
13



SATISFACTION AND DISCHARGE


 


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


 


		Section 13.03	Satisfaction and Discharge of Supplemental Indenture



 


This Supplemental Indenture shall cease to be of
further effect with respect to a series of Notes (except as to any surviving rights of registration of transfer or exchange of Notes herein
expressly provided for), and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging
satisfaction and discharge of this Supplemental Indenture, when


 


(1)       either:


 






    31


     


    

 


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


 


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


 


(i)              
have become due and payable, or


 


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


 


(iii)              
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Issuers,


 


and the Issuers, in the case of (i),
(ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient
to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the maturity
or redemption thereof, as the case may be;


 


(2)       the
Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers with respect to such series of Notes; and


 


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


 


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


 


		Section 13.04	Application of Trust Money.



 


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


 






    32


     


    

 


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;


 


SECTION 2


 


GRANT OF SECURITY INTEREST


 


With respect to the Notes only, the following is
hereby added to the end of Section 2.1 to Exhibit F of the Base Indenture as a new paragraph:


 


The Collateral granted to the Notes shall be
the same as and no greater than the collateral granted to the Existing Secured Notes.


  


[Signatures on following page]


 






    33


     


    

 


Dated as of October 12, 2021


 


	 	CHARTER COMMUNICATIONS OPERATING, LLC, as an Issuer
	 	  
	 	By:	/s/ Scott A. Shwartz
	 	 	Name:	Scott A. Schwartz
	 	 	Title:	Group Vice President, Corporate Finance and Treasurer
	 	 
	 	CHARTER COMMUNICATIONS OPERATING CAPITAL CORP., as an Issuer
	 	  
	 	By:	/s/ Scott A. Shwartz
	 	 	Name:	Scott A. Schwartz
	 	 	Title:	Group Vice President, Corporate Finance and Treasurer
	 	  
	 	EACH OF THE NOTE GUARANTORS LISTED ON SCHEDULE I HERETO, as a
Note Guarantor
	 	  
	 	By:	/s/ Scott A. Shwartz
	 	 	Name:	Scott A. Schwartz
	 	 	Title:	Group Vice President, Corporate Finance and Treasurer



 


[Signature Page to the Supplemental Indenture]


 






    


     


    

 


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





 


[Signature Page to the Supplemental Indenture]


 






    


     


    

 



 


SCHEDULE I


 


Note Guarantors


 


CCO Holdings, LLC


Bresnan Broadband Holdings, LLC


CCO NR Holdings, LLC


Charter Advanced Services (MO), LLC


Charter Communications VI, L.L.C.


Charter Communications, LLC


Charter Distribution, LLC


Charter Leasing Holding Company, LLC


Charter Procurement Leasing, LLC


DukeNet Communications, LLC


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 Sunshine State, LLC


Spectrum TV Essentials, LLC


Spectrum Wireless Holdings, LLC


TC Technology LLC


Time Warner Cable Enterprises LLC


Time Warner Cable, LLC


TWC Administration LLC


TWC Communications, LLC


TWC SEE Holdco LLC


 






    I-1


     


    

 


EXHIBIT A-1


 


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


 






    A-1


     


    

 


[Face of Note]


CUSIP NO. [        ]


 


2.250% Senior Secured Notes due 2029




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 January 15, 2029


 


Interest Payment Dates: January 15 and July 15


 


Record Dates: January 1 and July 1


 


Subject to Restrictions set forth in this Note.


 






    A-2


     


    

 





IN WITNESS WHEREOF, the Issuers have caused
this instrument to be duly executed.


 


Dated: [               ]


 
	 	CHARTER
    COMMUNICATIONS OPERATING, LLC


	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 


	 	CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.




 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    A-3


     


    

 


This is one of the Notes referred to


in the within-mentioned Supplemental Indenture:


 


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


as Trustee


 


	By:	 	 
	 	Authorized Signatory	 




 


Dated: [                       ] 


 






    A-4


     


    

 


[Back of Note]


 


2.250% Senior Secured Notes due 2029


 


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 2.250% Senior Secured Notes due 2029 of the Issuers.


 


1.       INTEREST.
The Issuers promise to pay interest on the principal amount of this Note at the rate of 2.250% per annum from the Issue Date until maturity.
The Issuers will pay interest semi-annually in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”),
or if any such day is not a Business Day, on the next succeeding Business Day. Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further,
that the first Interest Payment Date shall be January 15, 2022. 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 January 1 and July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and
on or before such Interest Payment Date, except as provided in Section 2.12 of the Supplemental Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained for such purpose
within or without the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to
the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest and premium on all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 


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


 






    A-5


     


    

 


4.       INDENTURE.
The Issuers issued the Notes under an Indenture dated as of July 23, 2015 (the “Base Indenture”), among CCO Safari
II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and The Bank of New York Mellon Trust Company,
N.A., as Trustee and Collateral Agent, as supplemented by the Twenty-First Supplemental Indenture dated as of October 12, 2021 (the “Supplemental
Indenture”), among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., the guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent. The terms of the Notes include those stated
in the Supplemental Indenture and those made part of the Supplemental Indenture by reference to the Trust Indenture Act of 1939, as amended
(15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Supplemental Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Supplemental
Indenture, the provisions of the Supplemental Indenture shall govern and be controlling.


 


5.       OPTIONAL
REDEMPTION.


 


(a)     Except
as set forth in paragraph 5(b) below, the Issuers shall not have the option to redeem the Notes pursuant to this paragraph 5 prior to
November 15, 2028 (the “Par Call Date”). On or after the Par Call Date, the Issuers may redeem the Notes, in whole
or in part, at the Issuers’ option, on at least 10 days’ but not more than 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 10 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 related 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.


 






    A-6


     


    

 


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.”


 


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.


 






    A-7


     


    

 


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.


 


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.


 






    A-8


     


    

 


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


 


13.     TRUSTEE
DEALINGS WITH ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services
for any Issuer or its Affiliates, and may otherwise deal with any Issuer or its Affiliates, as if it were not the Trustee.


 


14.     NO
RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator, member or stockholder of the Issuers, as such, shall not have any
liability for any obligations of the Issuers under the Notes or the Supplemental Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.


 


15.     GOVERNING
LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE AND THE SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.


 


16.     AUTHENTICATION.
This Note shall not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.


 


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


 


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


 


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


 


c/o Charter Communications, Inc.

400 Washington Boulevard

Stamford, Connecticut 06902

Attention: Corporate Secretary


 






    A-9


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


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


 


	 
	(Insert assignee’s legal name)
	 	 	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Print or type assignee’s name, address and zip code)



 


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



 


	 
	Date: ______________________________
	 
	Your Signature: _____________________________________________________
	(Sign exactly as your name appears on the face of this Note)
	 
	Signature Guarantee*: ________________________________________________



 





		 






 


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


 






    A-10


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


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


 


	
    Date of Exchange
	
    Amount of

    decrease in

    Principal Amount

 of this Global

 Note
	
    Amount of

    increase in

    Principal Amount 

of this Global 

Note
	
    Principal Amount


    of this Global

 Note following

 such decrease (or

 increase)
	
    Signature of

    authorized officer

 of Trustee or

 Note Custodian

	 	 	 	 	 


 






    A-11


     


    

 


EXHIBIT A-2


 


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.


 






    A-1


     


    

 


 




 


[Face of Note]


CUSIP NO. [    ]


3.500% Senior Secured Notes due 2042


 


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, 2042


 


Interest Payment Dates: March 1 and September 1


 


Record Dates: February 15 and August 15


 


Subject to Restrictions set forth in this Note.


 






    A-2


     


    

 





IN WITNESS WHEREOF, the Issuers have caused
this instrument to be duly executed.


 


Dated: [    ]  


 


	 	CHARTER COMMUNICATIONS OPERATING, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 








    A-3


     


    

 


This is one of the Notes referred to


in the within-mentioned Supplemental Indenture:


 


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


as Trustee


 


By:   _________________________________________________


Authorized Signatory


 


Dated: [                         ]  


 






    A-4


     


    

 





[Back of Note]


 


3.500% Senior Secured Notes due 2042


 


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 3.500% Senior Secured Notes due 2042 of the Issuers.


 


1.       INTEREST.
The Issuers promise to pay interest on the principal amount of this Note at the rate of 3.500% 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, 2022. 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.


 






    A-5


     


    

 





4.       INDENTURE.
The Issuers issued the Notes under an Indenture dated as of July 23, 2015 (the “Base Indenture”), among CCO Safari
II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and The Bank of New York Mellon Trust Company,
N.A., as Trustee and Collateral Agent, as supplemented by the Twenty-First Supplemental Indenture dated as of October 12, 2021 (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, 2041 (the “Par Call Date”). On or after the Par Call Date, the Issuers may redeem the Notes, in whole
or in part, at the Issuers’ option, on at least 10 days’ but not more than 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 10 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 related 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.


 






    A-6


     


    

 


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.”


 






    A-7


     


    

 


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.


 






    A-8


     


    

 


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.


 






    A-9


     


    

 





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


 


13.       TRUSTEE
DEALINGS WITH ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services
for any Issuer or its Affiliates, and may otherwise deal with any Issuer or its Affiliates, as if it were not the Trustee.


 


14.       NO
RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator, member or stockholder of the Issuers, as such, shall not have any
liability for any obligations of the Issuers under the Notes or the Supplemental Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Notes.


 


15.       GOVERNING
LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE AND THE SUPPLEMENTAL INDENTURE WITHOUT
GIVING EFFECT TO THE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AND THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.


 


16.       AUTHENTICATION.
This Note shall not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.


 


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


 


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.


 






    A-10


     


    

 


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


 





c/o Charter Communications, Inc.

400 Washington Boulevard

Stamford, Connecticut 06902

Attention: Corporate Secretary


 






    A-11


     


    

 





ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


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


_____________________________________


 


(Insert assignee’s legal name)


 


________________________________________________________________________


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


 


________________________________________________________________________


 


________________________________________________________________________


 


________________________________________________________________________


 


________________________________________________________________________


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


 


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


 


Date:______________________________


 


Your Signature: _____________________________________________________


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


 


Signature Guarantee*:________________________________________________


 


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


 






    A-12


     


    

 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


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


 


	
    Date of Exchange
	
    Amount of

    decrease in

    Principal Amount of this Global Note
	
    Amount of

    increase in

    Principal Amount of this Global Note
	
    Principal Amount
    of this Global Note following such decrease (or increase)
	
    Signature of

    authorized officer of Trustee or Note Custodian



 






    A-13


     


    

 





EXHIBIT A-3


 


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.


 









    A-1


     


    

 


[Face of Note]


CUSIP NO. [      ]


 


3.950% Senior Secured Notes due 2062


 


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 June 30, 2062


 


Interest Payment Dates: June 30 and December 30


 


Record Dates: June 15 and December 15


 


Subject to Restrictions set forth in this Note.


 






    A-2


     


    

 





IN WITNESS WHEREOF, the Issuers have caused
this instrument to be duly executed.


 


Dated: [      ]  


 


	 	CHARTER COMMUNICATIONS OPERATING, LLC
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 







    A-3


     


    

 



 





This is one of the Notes referred to


in the within-mentioned Supplemental Indenture:


 


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


as Trustee


 


	By: 	 	 
	 	Authorized Signatory	 



 


Dated: [                              ]  


 






    A-4 


     


    

 





[Back of Note]


 


3.950% Senior Secured Notes due 2062


 


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 3.950% Senior Secured Notes due 2062 of the Issuers.


 


1.       INTEREST.
The Issuers promise to pay interest on the principal amount of this Note at the rate of 3.950% per annum from the Issue Date until maturity.
The Issuers will pay interest semi-annually in arrears on June 30 and December 30 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 June 30, 2022. 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 June 15 and December 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12 of the Supplemental Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Issuers maintained for
such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest and premium on all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 


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


 






    A-5 


     


    

 


4.       INDENTURE.
The Issuers issued the Notes under an Indenture dated as of July 23, 2015 (the “Base Indenture”), among CCO Safari
II, LLC, Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and The Bank of New York Mellon Trust Company,
N.A., as Trustee and Collateral Agent, as supplemented by the Twenty-First Supplemental Indenture dated as of October 12, 2021 (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
December 30, 2061 (the “Par Call Date”). On or after the Par Call Date, the Issuers may redeem the Notes, in whole
or in part, at the Issuers’ option, on at least 10 days’ but not more than 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 10 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 related interest payment date).


 


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


 


7.       [Reserved].


 


8.       [Reserved].


 






    A-6 


     


    

 


9.       DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and
the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Supplemental Indenture. The Issuers
need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period
of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest
Payment Date.


 


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


 


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


 






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


 






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


 


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


 


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


 


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 or electronic signature of the Trustee or an authenticating agent.


 


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


 


18.       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:


 






    A-10 


     


    

 


c/o Charter Communications, Inc.

400 Washington Boulevard

Stamford, Connecticut 06902

Attention: Corporate Secretary


 






    A-11 


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


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


 


 



 


(Insert assignee’s legal name)


 


	 	 
	—–	 




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


 





	 	 
	—–	 
	 	 





	 	 
	—–	 
	 	 





	 	 
	—–	 
	 	 





	 	 
	—–	 


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


 


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


 


Date:______________________________


 


Your Signature: _____________________________________________________

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


 


Signature Guarantee*:________________________________________________


 


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


 






    A-12 


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


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


 


	
    Date of Exchange
	
    Amount of

    decrease in

    Principal Amount

 of this Global

 Note
	
    Amount of

    increase in

    Principal Amount

 of this Global

 Note
	
    Principal Amount


    of this Global

 Note following 

such decrease (or 

increase)
	
    Signature of

    authorized officer 

of Trustee or 

Note Custodian



 






    A-13