EX-10.4



 Exhibit 10.4 

EXECUTION VERSION 

INCREMENTAL ACTIVATION NOTICE 
 May
18, 2016 
  

	To:	Bank of America, N.A., 

 as Administrative Agent under the Credit Agreement referred to below

 Reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on April 11,
2012 (as amended by Amendment No. 1, dated as of March 22, 2013, Amendment No. 2, dated as of April 22, 2013, the Term E Incremental Activation Notice, dated as of May 3, 2013, Amendment No. 3, dated as of June 27, 2013, the Term F Incremental
Activation Notice, dated as of July 1, 2013, Amendment No. 4, dated as of September 12, 2014, the Term G Incremental Activation Notice, dated as of September 12, 2014, the Term H/I Loan Incremental Activation Notice, dated as of August 24, 2015,
Amendment No. 5, dated as of August 24, 2015 (“Amendment No. 5”) and the Escrow Assumption Agreement, dated as of the date hereof, and as the same may be further amended, restated, modified and supplemented from time to time, the
“Credit Agreement”) by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the
LENDERS party thereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). 
 This notice is an
Incremental Activation Notice referred to in Sections 2.1(g) and (i) of the Credit Agreement. Effective as of the Incremental Facilities Effective Date (as defined below), the Borrower, the Administrative Agent, each of the Lenders signatory
hereto and each Issuing Lender each hereby agree as follows: 
 ARTICLE ONE 

DEFINED TERMS 
 Terms defined in
the Credit Agreement are used herein as defined therein. In addition, the following terms have the meanings specified below: 

“Incremental Facilities Effective Date”: the date on which the conditions specified in Article Five are satisfied. 

“New Revolving Commitment”: as to any New Revolving Lender, the obligation of such Lender to make New Revolving Loans and
participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed, as applicable, (a) the amount set forth opposite such Lender’s name under the heading “New Revolving Commitment” on
Schedule I or (b) the amount set forth in any Assignment and Assumption to which such Lender is a party as an Assignee, in each case as the same may be changed from time to time pursuant to the terms hereof and of the Credit Agreement. 







 “New Revolving Lender”: each Lender that has a New Revolving Loan Commitment or
that holds New Revolving Loans. 
 “New Revolving Loans”: revolving credit loans made pursuant to the New Revolving
Commitments. 
 “New Revolving Termination Date”: with respect to the New Revolving Commitments, May 18, 2021. 

“Term A Lender”: each Lender that holds a Term A Loan Commitment or that makes a Term A Loan. 

“Term A Loan Commitment”: as to any Term A Lender, the obligation of such Lender to make Term A Loans in an aggregate
principal amount not to exceed, as applicable, (a) the amount set forth opposite such Lender’s name under the heading “Term A Loan Commitment” on Schedule I or (b) the amount set forth in any Assignment and Assumption to which
such Lender is a party as an Assignee, in each case as the same may be changed from time to time pursuant to the terms hereof and of the Credit Agreement. The Term A Loan Commitment of each Term A Lender shall automatically be permanently reduced by
the amount of any Term A Loans made by it. 
 “Term A Maturity Date”: with respect to the Term A Loans (as defined below),
May 18, 2021. 
 ARTICLE TWO 

INCREMENTAL TERM LOANS 
 The
terms of the Term A Loans established pursuant to this Incremental Activation Notice shall be identical to the terms of the Term Loans outstanding immediately prior to the effectiveness of this Incremental Activation Notice, subject to the following
additional terms or as otherwise provided herein: 
 (a) Procedures for Borrowing. Subject to the terms and conditions hereof and in
the Credit Agreement, each Term A Lender severally agrees to make a loan (the “Term A Loan”), in each case, on the Incremental Facilities Effective Date in an amount equal to its Term A Loan Commitment pursuant to a single
borrowing. Each Term A Loan shall initially be the Type of Loan specified in the Notice of Borrowing delivered pursuant to clause (b) of Article Five below until otherwise converted or continued in accordance with the Credit Agreement. 

(b) Incremental Term Maturity Date. The Incremental Term Maturity Date for the Term A Loans shall be the Term A Maturity Date.

 (c) Amortization. The amortization schedule relating to Term A Loans is set forth in Annex A attached hereto. 

(d) Applicable Margin. The Applicable Margin with respect to the Term A Loans shall be (i) 1.00% in the case of ABR Loans and (ii)
2.00% in the case of Eurodollar Loans. 







 (e) Designation. Term A Loans in the amount of $637,500,000 shall constitute Refinancing
Term Loans. 
 (f) Participation in Mandatory Prepayments from Asset Sales. The Term A Loans shall participate to the fullest
extent permitted by Section 2.9(a) of the Credit Agreement in any prepayment from amounts required to be applied to a prepay Term Loans pursuant to Section 2.9(a) of the Credit Agreement. 

(g) Participation in Voluntary Prepayments. Voluntary repayments of the Term A Loans will be permitted at any time, without premium or
penalty, subject to Section 2.18 of the Credit Agreement. 
 (h) Assignment and Participation of Loans. The Term A Loans shall
be subject to the assignment and participation provisions applicable to Term Loans under Section 10.6 of the Credit Agreement. 
 ARTICLE
THREE 
 NEW REVOLVING COMMITMENTS 

The New Revolving Commitments are being established pursuant to Section 2.1(i)(A) of the Credit Agreement as Extended Revolving
Commitments. The terms of the New Revolving Commitments established pursuant to this Incremental Activation Notice shall be identical to the terms of the Revolving Commitments outstanding immediately prior to the effectiveness of this
Incremental Activation Notice, subject to the following additional terms or as otherwise provided herein: 
 (a) New Revolving
Termination Date. The Revolving Termination Date for the New Revolving Commitments shall be the New Revolving Termination Date. 

(b) Applicable Margin. The Applicable Margin with respect to the New Revolving Loans is (x) if CCI has a corporate family rating
that is an Investment Grade Rating from at least two Rating Agencies, (i) 0.25% in the case of ABR Loans and (ii) 1.25% in the case of Eurodollar Loans or (y) otherwise, (i) 1.00% in the case of ABR Loans and (ii) 2.00% in the case of Eurodollar
Loans. 
 (c) Fee Rates. The Commitment Fee Rate and fees in respect of participations in Letters of Credit (but giving effect
to the definition of “Applicable Margin” set forth above), in each case, related to the New Revolving Commitments and loans thereunder, shall be identical to such terms applicable to the Revolving Commitments outstanding immediately prior
to the effectiveness of this Incremental Activation Notice. 
 From and after the Incremental Facilities Effective Date, each Letter of
Credit issued pursuant to the Revolving Commitments outstanding immediately prior to the effectiveness of this Incremental Activation Notice shall be deemed a Letter of Credit issued and outstanding pursuant to the New Revolving Commitments on the
Incremental Facilities Effective Date. 







 ARTICLE FOUR 

REPRESENTATION AND WARRANTIES; NO DEFAULTS 

Each Loan Party represents and warrants to the Administrative Agent, each Issuing Lender and each of the Lenders party hereto that (i) each of
the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except for any representation and warranty
that is made as of a specified earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date) and (ii) no Default or Event of Default shall have occurred and be
continuing on the date hereof or after giving effect to the Term A Loans, the Term A Commitments and the New Revolving Commitments. 

ARTICLE FIVE 
 CONDITIONS TO
EFFECTIVENESS 
 The effectiveness of this Incremental Activation Notice on the Incremental Facilities Effective Date is subject to
satisfaction of the following conditions precedent: 
 (a) Counterparts of Agreement. The Administrative Agent shall have
received duly executed and delivered counterparts (or written evidence thereof satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, a signed signature page) of this Incremental Activation Notice from
(i) each Loan Party, (ii) each Term A Lender and each Revolving Lender listed on Schedule I (collectively, the “Incremental Lenders”), and (iii) each Issuing Lender. 

(b) Notice of Borrowing. The Administrative Agent shall have received a duly completed Notice of Borrowing for the Term A
Loans to be borrowed on the Incremental Facilities Effective Date. 
 (c) Opinion of Counsel to the Loan Parties. The
Administrative Agent shall have received an opinion addressed to the Administrative Agent and the Lenders party to the Credit Agreement, dated the Incremental Facilities Effective Date, of Kirkland & Ellis LLP, counsel to the Loan Parties,
covering such matters as the Administrative Agent and the Incremental Lenders may reasonably request. 
 (d) Notice of Termination of
Existing Revolving Facility and Prepayment of Term A-1 Loans. The Administrative Agent shall have received a notice of termination of the Revolving Commitments and prepayment of Term A-1 Loans (the “Notice of Termination and
Prepayment”), in each case, outstanding immediately prior to the effectiveness of this Incremental Activation Notice, which Notice of Termination and Prepayment will terminate the Revolving Commitments concurrently upon the effectiveness of
the New Revolving Commitments and provide for the permanent prepayment of Term A-1 Loans by the Borrower from a portion of the proceeds of the Term A Loan Commitments. 







 (e) Acquisition. The acquisition of Time Warner Cable Inc. (“TWC”) by
Charter Communications, Inc. (“CCI”) shall have been consummated in accordance with, and pursuant to, that certain Agreement and Plan of Mergers, dated as of May 23, 2015, among TWC, CCI and the other parties thereto (without
any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Borrower or the Incremental Lenders without the prior written consent of the Incremental Lenders). 

(f) Solvency Certificate. The Administrative Agent shall have received from the chief financial officer of the Borrower a
certificate in form and substance reasonably satisfactory to the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the incurrence of the New Revolving Loans and the Term A Loans
and the payment of all fees and expenses in connection therewith, are Solvent. 
 ARTICLE SIX 

CONSENT TO AMENDMENT NO. 5 
 Each
of the New Revolving Lenders and Term A Lenders, in its capacity as such, shall be deemed to have consented to Amendment No. 5. 

ARTICLE SEVEN 
 MISCELLANEOUS 

(a) Expenses. To the extent contemplated by Section 10.5 of the Credit Agreement, the Borrower agrees to reimburse the
Administrative Agent and each other Agent for its reasonable out of pocket expenses in connection with this Incremental Activation Notice and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill
Gordon & Reindel LLP, counsel for the Administrative Agent. 
 (b) Effect of Incremental Activation
Notice. Except as expressly set forth herein, this Incremental Activation Notice shall not by implication or otherwise limit, impair, constitute an amendment of or otherwise affect the rights and remedies of the Lenders or the
Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects
and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. From and after the
Incremental Facilities Effective Date, all references to the Credit Agreement in any Loan Document shall, unless expressly provided otherwise, refer to the Credit Agreement as supplemented by this Incremental Activation Notice. 

(c) Counterparts; Integration; Effectiveness. This Incremental Activation Notice may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Incremental Activation Notice shall become effective when this
Incremental Activation 







 
Notice shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof and thereof which, when taken together, bear the signatures
of each of the other parties hereto and thereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Incremental Activation Notice by telecopy or by other electronic means shall be effective as delivery of an original executed counterpart of this Incremental Activation Notice. 

(d) Governing Law. This Incremental Activation Notice and the rights and obligations of the parties under this Incremental
Activation Notice shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 (e)
Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Incremental Activation Notice and shall not affect the construction of, or be taken into consideration in interpreting, this
Incremental Activation Notice. 
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	CCO HOLDINGS, LLC
		
	By:	 	 /s/ Thomas M. Degnan

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

		 	Name:	 	Thomas M. Degnan
		 	Title:	 	Senior Vice President-Finance and Corporate Treasure
	
	THE SUBSIDIARY GUARANTORS LISTED ON
	SCHEDULE II HERETO
		
	By:	 	 /s/ Thomas M. Degnan

		 	Name:	 	Thomas M. Degnan
		 	Title:	 	Senior Vice President-Finance and Corporate Treasurer



  
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Activation Notice] 








 
					
	BANK OF AMERICA, N.A.,
	as a Term A Lender
		
	By:	 	 /s/ Eric Ridgway

		 	Name:	 	Eric Ridgway
		 	Title:	 	Director



  
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Activation Notice] 








 
					
	BANK OF AMERICA, N.A.,
	as a Revolving Lender
		
	By:	 	 /s/ Eric Ridgway

		 	Name:	 	Eric Ridgway
		 	Title:	 	Director



  
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Activation Notice] 








 
					
	Credit Suisse AG, Cayman Islands Branch,
	as a Term A Lender
		
	By:	 	 /s/ Judith Smith

		 	Name:	 	Judith Smith
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ D. Andrew Maletta

		 	Name:	 	D. Andrew Maletta
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	Credit Suisse AG, Cayman Islands Branch,
	as a Revolving Lender
		
	By:	 	 /s/ Judith Smith

		 	Name:	 	Judith Smith
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ D. Andrew Maletta

		 	Name:	 	D. Andrew Maletta
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	 GOLDMAN SACHS BANK USA,

	as a Term A Lender
		
	By:	 	 /s/ Robert Ehudin

		 	Name:	 	Robert Ehudin
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	GOLDMAN SACHS BANK USA,
	as a Revolving Lender
		
	By:	 	 /s/ Robert Ehudin

		 	Name:	 	Robert Ehudin
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Term A Lender
		
	By:	 	 /s/ Dusan Lazarov

		 	Name:	 	Dusan Lazarov
		 	Title:	 	Director
		
	By:	 	 /s/ Anca Trifan

		 	Name:	 	Anca Trifan
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as a Revolving Lender
		
	By:	 	 /s/ Dusan Lazarov

		 	Name:	 	Dusan Lazarov
		 	Title:	 	Director
		
	By:	 	 /s/ Anca Trifan

		 	Name:	 	Anca Trifan
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	UBS AG, STAMFORD BRANCH,
	as a Term A Lender
		
	By:	 	 /s/ Darlene Arias

		 	Name:	 	Darlene Arias
		 	Title:	 	Director
		
	By:	 	 /s/ Denise Bushee

		 	Name:	 	Denise Bushee
		 	Title:	 	Associate Director



  
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Activation Notice] 








 
					
	UBS AG, STAMFORD BRANCH,
	as a Revolving Lender
		
	By:	 	 /s/ Darlene Arias

		 	Name:	 	Darlene Arias
		 	Title:	 	Director
		
	By:	 	 /s/ Denise Bushee

		 	Name:	 	Denise Bushee
		 	Title:	 	Associate Director



  
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Activation Notice] 








 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Term A Lender
		
	By:	 	 /s/ David M. Mallett

		 	Name:	 	David M. Mallett
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Revolving Lender
		
	By:	 	 /s/ David M. Mallett

		 	Name:	 	David M. Mallett
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	as a Term A Lender
		
	By:	 	 /s/ Ola Anderssen

		 	Name:	 	Ola Anderssen
		 	Title:	 	Director



  
 [Signature Page to
Activation Notice] 








 
					
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	as a Revolving Lender
		
	By:	 	 /s/ Ola Anderssen

		 	Name:	 	Ola Anderssen
		 	Title:	 	Director



  
 [Signature Page to
Activation Notice] 








 
					
	THE BANK OF NOVA SCOTIA
	as a Term A Lender
		
	By:	 	 /s/ Paula J. Czach

		 	Name:	 	Paula J. Czach
		 	Title:	 	Managing Director



  
 [Signature Page to
Activation Notice] 








 
					
	THE BANK OF NOVA SCOTIA
	as a Revolving Lender
		
	By:	 	 /s/ Paula J. Czach

		 	Name:	 	Paula J. Czach
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	MIZUHO BANK, LTD.,
	as a Term A Lender
		
	By:	 	 /s/ Bertram H. Tang

		 	Name:	 	Bertram H. Tang
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	MIZUHO BANK, LTD.,
	as a Revolving Lender
		
	By:	 	 /s/ Bertram H. Tang

		 	Name:	 	Bertram H. Tang
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	ROYAL BANK OF CANADA,
	as a Term A Lender
		
	By:	 	 /s/ D.W. Scott Johnson

		 	Name:	 	D.W. Scott Johnson
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	ROYAL BANK OF CANADA,
	as a Revolving Lender
		
	By:	 	 /s/ D.W. Scott Johnson

		 	Name:	 	D.W. Scott Johnson
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	SUNTRUST BANK, as a Term A Lender
		
	By:	 	 /s/ Nick Hahn

		 	Name:	 	Nick Hahn
		 	Title:	 	Managing Director



  
 [Signature Page to
Activation Notice] 








 
					
	SUNTRUST BANK, as a Revolving Lender
		
	By:	 	 /s/ Nick Hahn

		 	Name:	 	Nick Hahn
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	SUMITOMO MITSUI BANKING CORP.,
	as a Term A Lender
		
	By:	 	 /s/ David W. Kee

		 	Name:	 	David W. Kee
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	SUMITOMO MITSUI BANKING CORP.,
	as a Revolving Lender
		
	By:	 	 /s/ David W. Kee

		 	Name:	 	David W. Kee
		 	Title:	 	Managing Director



  
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Activation Notice] 








 
					
	Toronto Dominion (Texas) LLC,
	as a Term A Lender
		
	By:	 	 /s/ Savo Bozic

		 	Name:	 	Savo Bozic
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	Toronto Dominion (Texas) LLC,
	as a Revolving Lender
		
	By:	 	 /s/ Savo Bozic

		 	Name:	 	Savo Bozic
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 
					
	Credit Agricolé Corporate and Investment Bank,
	as a Term A Lender
		
	By:	 	 /s/ Tanya Crossley

		 	Name:	 	Tanya Crossley
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Kestrina Budina

		 	Name:	 	Kestrina Budina
		 	Title:	 	Director



  
 [Signature Page to
Activation Notice] 








 
					
	Credit Agricolé Corporate and Investment Bank,
	as a Revolving Lender
		
	By:	 	 /s/ Tanya Crossley

		 	Name:	 	Tanya Crossley
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Kestrina Budina

		 	Name:	 	Kestrina Budina
		 	Title:	 	Director



  
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Activation Notice] 








 
					
	U.S. BANK NATIONAL ASSOCIATION,
	as a Term A Lender
		
	By:	 	 /s/ Susan Bader

		 	Name:	 	Susan Bader
		 	Title:	 	Vice President



  
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Activation Notice] 








 
					
	U.S. BANK NATIONAL ASSOCIATION,
	as a Revolving Lender
		
	By:	 	 /s/ Susan Bader

		 	Name:	 	Susan Bader
		 	Title:	 	Vice President



  
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	Citibank, N.A.,
	as a Term A Lender
		
	By:	 	 /s/ Elizabeth Minnella Gonzalez

		 	Name:	 	Elizabeth Minnella Gonzalez
		 	Title:	 	Managing Director & Vice President



  
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Activation Notice] 








 
					
	Citibank, N.A.,
	as a Revolving Lender
		
	By:	 	 /s/ Elizabeth Minnella Gonzalez

		 	Name:	 	Elizabeth Minnella Gonzalez
		 	Title:	 	Managing Director & Vice President



  
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Activation Notice] 








 
					
	JPMorgan Chase Bank, N.A.,
	as a Term A Lender
		
	By:	 	 /s/ Tina Ruyter

		 	Name:	 	Tina Ruyter
		 	Title:	 	Executive Director



  
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Activation Notice] 








 
					
	JPMorgan Chase Bank, N.A.,
	as a Revolving Lender
		
	By:	 	 /s/ Tina Ruyter

		 	Name:	 	Tina Ruyter
		 	Title:	 	Executive Director



  
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Activation Notice] 








 
					
	Morgan Stanley Bank, NA.,
	as a Term A Lender
		
	By:	 	 /s/ Jonathan Kerner

		 	Name:	 	Jonathan Kerner
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Activation Notice] 








 
					
	Morgan Stanley Bank, NA.,
	as a Revolving Lender
		
	By:	 	 /s/ Jonathan Kerner

		 	Name:	 	Jonathan Kerner
		 	Title:	 	Authorized Signatory



  
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Activation Notice] 








 ACKNOWLEDGED AND ACCEPTED: 
  

					
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	 /s/ Don B. Pinzon

		 	Name:	 	Don B. Pinzon
		 	Title:	 	Vice President


  
 [Signature Page to
Activation Notice] 









					
	BANK OF AMERICA, N.A.,
	as Issuing Lender
		
	By:	 	 /s/ Eric Ridgeway

		 	Name:	 	Eric Ridgway
		 	Title:	 	Director


  
 [Signature Page to
Activation Notice] 









					
	JPMORGAN CHASE BANK, N.A.,
	as Issuing Lender
		
	By:	 	 /s/ Tina Ruyter

		 	Name:	 	Tina Ruyter
		 	Title:	 	Executive Director


  
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Activation Notice] 








 Schedule I 

Term A Loan Commitments and Revolving Commitments 

on Incremental Facilities Effective Date 
  

									
	 Term A Lender / Revolving Lender
	  	Term A Loan 
Commitment	 	  	Revolving 
Commitment	 
	 Bank of America, N.A.
	  	$	183,268,074.54	  	  	$	211,453,744.12	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	183,268,074.88	  	  	$	211,453,744.49	  
	 Goldman Sachs Bank USA
	  	$	185,643,074.88	  	  	$	211,453,744.49	  
	 Deutsche Bank AG New York Branch
	  	$	183,268,074.88	  	  	$	211,453,744.49	  
	 UBS AG, Stamford Branch
	  	$	186,893,074.88	  	  	$	211,453,744.49	  
	 Wells Fargo Bank, National Association
	  	$	188,546,255.51	  	  	$	211,453,744.49	  
	 The Bank of Tokyo–Mitsubishi UFJ, Ltd.
	  	$	164,977,973.57	  	  	$	185,022,026.43	  
	 The Bank of Nova Scotia
	  	$	164,977,973.57	  	  	$	185,022,026.43	  
	 Mizuho Bank, Ltd.
	  	$	164,977,973.57	  	  	$	185,022,026.43	  
	 Royal Bank of Canada
	  	$	161,977,973.57	  	  	$	185,022,026.43	  
	 SunTrust Bank
	  	$	161,352,973.57	  	  	$	185,022,026.43	  
	 Sumitomo Mitsui Banking Corporation
	  	$	122,456,229.03	  	  	$	137,334,088.63	  
	 Toronto Dominion (Texas) LLC
	  	$	122,456,229.03	  	  	$	137,334,088.63	  
	 Credit Agricolé Corporate and Investment Bank
	  	$	122,456,229.03	  	  	$	137,334,088.63	  
	 U.S. Bank National Association
	  	$	119,456,229.03	  	  	$	137,334,088.63	  
	 Citibank, N.A.
	  	$	92,418,458.00	  	  	$	107,148,542.00	  
	 JPMorgan Chase Bank, N.A.
	  	$	84,420,639.39	  	  	$	97,875,993.83	  
	 Morgan Stanley Bank, NA.
	  	$	44,684,489.07	  	  	$	51,806,510.93	  
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	2,637,500,000.00	  	  	$	3,000,000,000.00	  
		  	  
	  
	 	  	  
	  
	 


  
 Schedule I-1 








 Schedule II 

Subsidiary Guarantors 
  

	1.	American Cable Entertainment Company, LLC 


	2.	Athens Cablevision, LLC 


	3.	Ausable Cable TV, LLC 


	4.	Bresnan Broadband Holdings, LLC 


	5.	Bresnan Broadband of Colorado, LLC 


	6.	Bresnan Broadband of Montana, LLC 


	7.	Bresnan Broadband of Utah, LLC 


	8.	Bresnan Broadband of Wyoming, LLC 


	9.	Bresnan Communications, LLC 


	10.	Bresnan Digital Services, LLC 


	11.	Bresnan Microwave of Montana, LLC 


	12.	Cable Equities Colorado, LLC 


	13.	Cable Equities of Colorado Management LLC 


	14.	CC 10, LLC 


	15.	CC Fiberlink, LLC 


	16.	CC Michigan, LLC 


	17.	CC Systems, LLC 


	18.	CC V Holdings, LLC 


	19.	CC VI Fiberlink, LLC 


	20.	CC VI Operating Company, LLC 


	21.	CC VII Fiberlink, LLC 


	22.	CC VIII Fiberlink, LLC 


	23.	CC VIII Holdings, LLC 


	24.	CC VIII Operating, LLC 


	25.	CC VIII, LLC 


	26.	CCO Fiberlink, LLC 


	27.	CCO Holdco Transfers VII, LLC 


	28.	CCO LP, LLC 


	29.	CCO NR Holdings, LLC 


	30.	CCO Purchasing, LLC 


	31.	CCO SoCal I, LLC 


	32.	CCO SoCal II, LLC 


	33.	CCO SoCal Vehicles, LLC 


	34.	CCO Transfers, LLC 


	35.	Charter Advanced Services (AL), LLC 


	36.	Charter Advanced Services (CA), LLC 


	37.	Charter Advanced Services (CO), LLC 


	38.	Charter Advanced Services (CT), LLC 


	39.	Charter Advanced Services (GA), LLC 


	40.	Charter Advanced Services (IL), LLC 


	41.	Charter Advanced Services (IN), LLC 


	42.	Charter Advanced Services (KY), LLC 


	43.	Charter Advanced Services (LA), LLC 


  
 Schedule II-1 









	44.	Charter Advanced Services (MA), LLC 


	45.	Charter Advanced Services (MD), LLC 


	46.	Charter Advanced Services (MI), LLC 


	47.	Charter Advanced Services (MN), LLC 


	48.	Charter Advanced Services (MO), LLC 


	49.	Charter Advanced Services (MS), LLC 


	50.	Charter Advanced Services (MT), LLC 


	51.	Charter Advanced Services (NC), LLC 


	52.	Charter Advanced Services (NE), LLC 


	53.	Charter Advanced Services (NH), LLC 


	54.	Charter Advanced Services (NV), LLC 


	55.	Charter Advanced Services (NY), LLC 


	56.	Charter Advanced Services (OH), LLC 


	57.	Charter Advanced Services (OR), LLC 


	58.	Charter Advanced Services (PA), LLC 


	59.	Charter Advanced Services (SC), LLC 


	60.	Charter Advanced Services (TN), LLC 


	61.	Charter Advanced Services (TX), LLC 


	62.	Charter Advanced Services (UT), LLC 


	63.	Charter Advanced Services (VA), LLC 


	64.	Charter Advanced Services (VT), LLC 


	65.	Charter Advanced Services (WA), LLC 


	66.	Charter Advanced Services (WI), LLC 


	67.	Charter Advanced Services (WV), LLC 


	68.	Charter Advanced Services (WY), LLC 


	69.	Charter Advanced Services VIII (MI), LLC 


	70.	Charter Advanced Services VIII (MN), LLC 


	71.	Charter Advanced Services VIII (WI), LLC 


	72.	Charter Advertising of Saint Louis, LLC 


	73.	Charter Cable Operating Company, LLC 


	74.	Charter Cable Partners, LLC 


	75.	Charter Communications Entertainment I, LLC 


	76.	Charter Communications Entertainment II, LLC 


	77.	Charter Communications Entertainment, LLC 


	78.	Charter Communications of California, LLC 


	79.	Charter Communications Operating Capital Corp. 


	80.	Charter Communications Properties LLC 


	81.	Charter Communications V, LLC 


	82.	Charter Communications Ventures, LLC 


	83.	Charter Communications VI, L.L.C. 


	84.	Charter Communications VII, LLC 


	85.	Charter Communications, LLC 


	86.	Charter Distribution, LLC 


	87.	Charter Fiberlink – Alabama, LLC 


	88.	Charter Fiberlink – Georgia, LLC 


	89.	Charter Fiberlink – Illinois, LLC 


  
 Schedule II-2 









	90.	Charter Fiberlink – Maryland II, LLC 


	91.	Charter Fiberlink – Michigan, LLC 


	92.	Charter Fiberlink – Missouri, LLC 


	93.	Charter Fiberlink – Nebraska, LLC 


	94.	Charter Fiberlink – Pennsylvania, LLC 


	95.	Charter Fiberlink – Tennessee, LLC 


	96.	Charter Fiberlink AR-CCVII, LLC 


	97.	Charter Fiberlink CA-CCO, LLC 


	98.	Charter Fiberlink CC VIII, LLC 


	99.	Charter Fiberlink CCO, LLC 


	100.	Charter Fiberlink CT-CCO, LLC 


	101.	Charter Fiberlink LA-CCO, LLC 


	102.	Charter Fiberlink MA-CCO, LLC 


	103.	Charter Fiberlink MS-CCVI, LLC 


	104.	Charter Fiberlink NC-CCO, LLC 


	105.	Charter Fiberlink NH-CCO, LLC 


	106.	Charter Fiberlink NV-CCVII, LLC 


	107.	Charter Fiberlink NY-CCO, LLC 


	108.	Charter Fiberlink OH-CCO, LLC 


	109.	Charter Fiberlink OR-CCVII, LLC 


	110.	Charter Fiberlink SC-CCO, LLC 


	111.	Charter Fiberlink TX-CCO, LLC 


	112.	Charter Fiberlink VA-CCO, LLC 


	113.	Charter Fiberlink VT-CCO, LLC 


	114.	Charter Fiberlink WA-CCVII, LLC 


	115.	Charter Helicon, LLC 


	116.	Charter Home Security, LLC 


	117.	Charter Leasing Holding Company, LLC 


	118.	Charter Leasing of Wisconsin, LLC 


	119.	Charter RMG, LLC 


	120.	Charter Stores FCN, LLC 


	121.	Charter Video Electronics, LLC 


	122.	Falcon Cable Communications, LLC 


	123.	Falcon Cable Media, a California Limited Partnership 


	124.	Falcon Cable Systems Company II, L.P. 


	125.	Falcon Cablevision, a California Limited Partnership 


	126.	Falcon Community Cable, L.P. 


	127.	Falcon Community Ventures I Limited Partnership 


	128.	Falcon First Cable of the Southeast, LLC 


	129.	Falcon First, LLC 


	130.	Falcon Telecable, a California Limited Partnership 


	131.	Falcon Video Communications, L.P. 


	132.	Helicon Partners I, L.P. 


	133.	Hometown T.V., LLC 


	134.	HPI Acquisition Co. LLC 


	135.	Interlink Communications Partners, LLC 


  
 Schedule II-3 









	136.	Long Beach, LLC 


	137.	Marcus Cable Associates, L.L.C. 


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


	139.	Marcus Cable, LLC 


	140.	Midwest Cable Communications, LLC 


	141.	Peachtree Cable TV, L.P. 


	142.	Peachtree Cable TV, LLC 


	143.	Phone Transfers (AL), LLC 


	144.	Phone Transfers (CA), LLC 


	145.	Phone Transfers (GA), LLC 


	146.	Phone Transfers (NC), LLC 


	147.	Phone Transfers (TN), LLC 


	148.	Phone Transfers (VA), LLC 


	149.	Plattsburgh Cablevision, LLC 


	150.	Renaissance Media LLC 


	151.	Rifkin Acquisition Partners, LLC 


	152.	Robin Media Group, LLC 


	153.	Scottsboro TV Cable, LLC 


	154.	Tennessee, LLC 


	155.	The Helicon Group, L.P. 


	156.	Vista Broadband Communications, LLC 


	157.	VOIP Transfers (AL), LLC 


	158.	VOIP Transfers (CA) LLC 


	159.	VOIP Transfers (GA), LLC 


	160.	VOIP Transfers (NC), LLC 


	161.	VOIP Transfers (TN), LLC 


	162.	VOIP Transfers (VA), LLC 


  
 Schedule II-4 








 Annex A 

The Term A Loans of each Term A Lender shall mature in 21 consecutive installments following the Incremental Facilities Effective Date on the
dates and in the aggregate amounts for all Term A Loans set forth below (it being understood that, in addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9 of the Credit Agreement,
the aggregate principal amount of amortization payable by the Borrower with respect to all Term A Loans on any such date shall be reduced proportionately as a result of any future conversion of Term A Loans to Extended Term Loans following the
Incremental Facilities Effective Date and prior to such date of payment): 
  

					
	 Installment Date
	  	Installment Amount	 
		
	 June 30, 2016
	  	$	32,968,750	  
	 September 30, 2016
	  	$	32,968,750	  
	 December 31, 2016
	  	$	32,968,750	  
	 March 31, 2017
	  	$	32,968,750	  
	 June 30, 2017
	  	$	32,968,750	  
	 September 30, 2017
	  	$	32,968,750	  
	 December 31, 2017
	  	$	32,968,750	  
	 March 31, 2018
	  	$	32,968,750	  
	 June 30, 2018
	  	$	32,968,750	  
	 September 30, 2018
	  	$	32,968,750	  
	 December 31, 2018
	  	$	32,968,750	  
	 March 31, 2019
	  	$	32,968,750	  
	 June 30, 2019
	  	$	65,937,500	  
	 September 30, 2019
	  	$	65,937,500	  
	 December 31, 2019
	  	$	65,937,500	  
	 March 31, 2020
	  	$	65,937,500	  
	 June 30, 2020
	  	$	65,937,500	  
	 September 30, 2020
	  	$	65,937,500	  
	 December 31, 2020
	  	$	65,937,500	  
	 March 31, 2021
	  	$	65,937,500	  
	 Term A Maturity Date:
	  	$	1,714,375,000	  


  
 Annex A-1