EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
 THIRD
SUPPLEMENTAL INDENTURE 
 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 18, 2016 among CCO
Holdings, LLC, a Delaware limited liability company, and the subsidiary guarantors named on Schedule I hereto (collectively, the “New Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association,
as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below. 

W I T N E S S E T H: 
 WHEREAS
Charter Communications Operating, LLC, a Delaware limited liability company, and Charter Communications Operating Capital Corp. (or its successor), a Delaware corporation (together, the “Issuers”) and CCO Safari II, LLC, a Delaware
limited liability company, have heretofore executed and delivered to the Trustee an indenture, dated as of July 23, 2015, as amended by the First Supplemental Indenture, dated as of July 23, 2015, and the Second Supplemental Indenture, dated as of
the date hereof (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuers’ Notes; 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent the Issuers and other Guarantors, if any, are authorized
to execute and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of Holders as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such
Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof. 
 2. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with each other and all
existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Note Guarantor under the Indenture until released pursuant to the terms of the Indenture. Each of the New Guarantors will be entitled to the benefits
set forth in Article 10 of the Indenture, including the release provisions set forth in Section 10.02(b) thereof. 
 3. Notices. All
notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture. 
 4. Ratification of
Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the 

  
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terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 6. Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 
 7.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	CCO HOLDINGS, LLC
		
	By:	 	 /s/ Daniel J. Bollinger

		 	Name:	 	Daniel J. Bollinger
		 	Title:	 	Vice President, Associate General Counsel and Assistant Corporate Secretary
	
	THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE I HERETO
		
	By:	 	 /s/ Daniel J. Bollinger

		 	Name:	 	Daniel J. Bollinger
		 	Title:	 	 Vice President, Associate General Counsel and Assistant Corporate

Secretary



 [Signature Page to Third Supplemental Indenture] 







 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Teresa Petta

	Name:	 	Teresa Petta
	Title:	 	Vice President
	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral

Agent

		
	By:	 	 /s/ Teresa Petta

	Name:	 	Teresa Petta
	Title:	 	Vice President


 [Signature Page to Third Supplemental Indenture] 







 Schedule I 

Subsidiary Guarantors 
 Adcast North
Carolina Cable Advertising, LLC 
 Alabanza LLC 
 America’s
Job Exchange LLC 
 Coaxial Communications of Central Ohio LLC 

DukeNet Communications Holdings, LLC 
 DukeNet Communications, LLC

 ICI Holdings, LLC 
 Insight Blocker LLC 

Insight Capital LLC 
 Insight Communications Company LLC 

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

Insight Communications of Kentucky, L.P. 
 Insight Interactive,
LLC 
 Insight Kentucky Capital, LLC 
 Insight Kentucky Partners
I, L.P. 
 Insight Kentucky Partners II, L.P. 
 Insight Midwest
Holdings, LLC 
 Insight Midwest, L.P. 
 Insight Phone of
Indiana, LLC 
 Insight Phone of Kentucky, LLC 
 Insight Phone
of Ohio, LLC 
 Interactive Cable Services, LLC 
 Intrepid
Acquisition LLC 
 NaviSite LLC 
 New Wisconsin Procurement LLC

 Oceanic Time Warner Cable LLC 
 Parity Assets, LLC 

Time Warner Cable Business LLC 
 Time Warner Cable Enterprises LLC

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

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

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

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

  
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 Time Warner Cable Information Services (Michigan), LLC 

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

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

Time Warner Cable Information Services (North Carolina), LLC 

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

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

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

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

Time Warner Cable Internet LLC 
 Time Warner Cable Media LLC 

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

 TWC News and Local Programming LLC 
 TWC Regional Sports
Network I LLC 
 TWC Security LLC 
 TWC SEE Holdco LLC 

TWC Wireless LLC 
 TWC/Charter Dallas Cable Advertising, LLC 

TWCIS Holdco LLC 
 Wisconsin Procurement Holdco LLC 

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

  
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 Bright House Networks Information Services (California), LLC 

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

BHN Spectrum Investments, LLC 
 BHN Home Security Services, LLC

 American Cable Entertainment Company, LLC 
 Athens
Cablevision, LLC 
 Ausable Cable TV, LLC 
 Bresnan Broadband
Holdings, LLC 
 Bresnan Broadband of Colorado, LLC 
 Bresnan
Broadband of Montana, LLC 
 Bresnan Broadband of Utah, LLC 

Bresnan Broadband of Wyoming, LLC 
 Bresnan Communications, LLC

 Bresnan Digital Services, LLC 
 Bresnan Microwave of Montana,
LLC 
 Cable Equities Colorado, LLC 
 Cable Equities of Colorado
Management LLC 
 CC 10, LLC 
 CC Fiberlink, LLC 

CC Michigan, LLC 
 CC Systems, LLC 

CC V Holdings, LLC 
 CC VI Fiberlink, LLC 

CC VI Operating Company, LLC 
 CC VII Fiberlink, LLC 

CC VIII Fiberlink, LLC 
 CC VIII Holdings, LLC 

CC VIII Operating, LLC 
 CC VIII, LLC 

CCO Fiberlink, LLC 
 CCO Holdco Transfers VII, LLC 

CCO LP, LLC 
 CCO NR Holdings, LLC 

CCO Purchasing, LLC 
 CCO SoCal I, LLC 

CCO SoCal II, LLC 
 CCO SoCal Vehicles, LLC 

CCO Transfers, LLC 
 Charter Advanced Services (AL), LLC 

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

  
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 Charter Advanced Services (IN), LLC 

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

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

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

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

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

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

Charter Advertising of Saint Louis, LLC 
 Charter Cable Operating
Company, LLC 
 Charter Cable Partners, LLC 
 Charter
Communications Entertainment I, LLC 
 Charter Communications Entertainment II, LLC 

Charter Communications Entertainment, LLC 
 Charter Communications
of California, LLC 
 Charter Communications Properties LLC 

Charter Communications V, LLC 
 Charter Communications Ventures,
LLC 
 Charter Communications VI, L.L.C. 
 Charter
Communications VII, LLC 
 Charter Communications, LLC 
 Charter
Distribution, LLC 
 Charter Fiberlink - Alabama, LLC 

  
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 Charter Fiberlink – Georgia, LLC 

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

Charter Fiberlink – Missouri, LLC 
 Charter Fiberlink –
Nebraska, LLC 
 Charter Fiberlink – Pennsylvania, LLC 

Charter Fiberlink – Tennessee, LLC 
 Charter Fiberlink
AR-CCVII, LLC 
 Charter Fiberlink CA-CCO, LLC 
 Charter
Fiberlink CC VIII, LLC 
 Charter Fiberlink CCO, LLC 
 Charter
Fiberlink CT-CCO, LLC 
 Charter Fiberlink LA-CCO, LLC 
 Charter
Fiberlink MA-CCO, LLC 
 Charter Fiberlink MS-CCVI, LLC 

Charter Fiberlink NC-CCO, LLC 
 Charter Fiberlink NH-CCO, LLC 

Charter Fiberlink NV-CCVII, LLC 
 Charter Fiberlink NY-CCO, LLC

 Charter Fiberlink OH-CCO, LLC 
 Charter Fiberlink OR-CCVII,
LLC 
 Charter Fiberlink SC-CCO, LLC 
 Charter Fiberlink TX-CCO,
LLC 
 Charter Fiberlink VA-CCO, LLC 
 Charter Fiberlink VT-CCO,
LLC 
 Charter Fiberlink WA-CCVII, LLC 
 Charter Helicon, LLC

 Charter Home Security, LLC 
 Charter Leasing Holding Company,
LLC 
 Charter Leasing of Wisconsin, LLC 
 Charter RMG, LLC 

Charter Stores FCN, LLC 
 Charter Video Electronics, LLC 

Falcon Cable Communications, LLC 
 Falcon Cable Media, a
California Limited Partnership 
 Falcon Cable Systems Company II, L.P. 

Falcon Cablevision, a California Limited Partnership 
 Falcon
Community Cable, L.P. 
 Falcon Community Ventures I Limited Partnership 

Falcon First Cable of the Southeast, LLC 
 Falcon First, LLC 

Falcon Telecable, a California Limited Partnership 
 Falcon Video
Communications, L.P. 
 Helicon Partners I, L.P. 
 Hometown
T.V., LLC 

  
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 HPI Acquisition Co. LLC 

Interlink Communications Partners, LLC 
 Long Beach, LLC 

Marcus Cable Associates, L.L.C. 
 Marcus Cable of Alabama, L.L.C.

 Marcus Cable, LLC 
 Midwest Cable Communications, LLC 

Peachtree Cable TV, L.P. 
 Peachtree Cable TV, LLC 

Phone Transfers (AL), LLC 
 Phone Transfers (CA), LLC 

Phone Transfers (GA), LLC 
 Phone Transfers (NC), LLC 

Phone Transfers (TN), LLC 
 Phone Transfers (VA), LLC 

Plattsburgh Cablevision, LLC 
 Renaissance Media LLC 

Rifkin Acquisition Partners, LLC 
 Robin Media Group, LLC 

Scottsboro TV Cable, LLC 
 Tennessee, LLC 

The Helicon Group, L.P. 
 Vista Broadband Communications, LLC 

VOIP Transfers (AL), LLC 
 VOIP Transfers (CA) LLC 

VOIP Transfers (GA), LLC 
 VOIP Transfers (NC), LLC 

VOIP Transfers (TN), LLC 
 VOIP Transfers (VA), LLC 

  
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