Exhibit 4.2


 


CCO HOLDINGS, LLC and CCO HOLDINGS CAPITAL
CORP.,


as Issuers,


 


and


 


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


as Trustee


 





 






 


Third
SUPPLEMENTAL INDENTURE


 


Dated as of February 18, 2020


 





 






 


4.500% Senior Notes due 2030





 


 






     


     


    

 







	TABLE
    OF CONTENTS
	 
	 	Page
	Article
    1
	 
	 DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01	Definitions	2
	Section 1.02	Other Definitions	28
	Article 2
	 
	 THE NOTES
	 
	Section 2.01	Form and Dating	29
	Section 2.02	Execution and Authentication	30
	Section 2.03	Registrar and Paying Agent	31
	Section 2.04	Paying Agent to Hold Money in Trust	31
	Section 2.05	Holder Lists	32
	Section 2.06	Transfer and Exchange	32
	Section 2.07	Replacement Notes	45
	Section 2.08	Outstanding Notes	46
	Section 2.09	Treasury Notes	46
	Section 2.10	Temporary Notes	46
	Section 2.11	Cancellation	47
	Section 2.12	Defaulted Interest	47
	Section 2.13	CUSIP Numbers	47
	Article 3 
	 
	REDEMPTION AND PREPAYMENT
	 
	Section 3.01	Notices to Trustee	47
	Section 3.02	Selection of Notes to Be Redeemed	48
	Section 3.03	Notice of Redemption	48
	Section 3.04	Effect of Notice of Redemption	49
	Section 3.05	Deposit of Redemption Price	49
	Section 3.06	Notes Redeemed in Part	50
	Section 3.07	Optional Redemption	50
	Section 3.08	Mandatory Redemption	51
	Section 3.09	Offer to Purchase by Application of Excess Proceeds	51



 






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	Article 4 
	 
	COVENANTS
	 
	Section 4.03	Reports	53
	Section 4.04	Compliance Certificate	54
	Section 4.05	Taxes	54
	Section 4.06	Stay, Extension and Usury Laws	55
	Section 4.07	Restricted Payments	55
	Section 4.08	Investments	60
	Section 4.09	Dividend and Other Payment Restrictions Affecting Subsidiaries	60
	Section 4.10	Incurrence of Indebtedness and Issuance of Preferred Stock	62
	Section 4.11	Limitation on Asset Sales	64
	Section 4.12	[Reserved]	67
	Section 4.13	Transactions with Affiliates	67
	Section 4.14	Liens	68
	Section 4.15	Existence	68
	Section 4.16	Repurchase at the Option of Holders upon a Change of Control Triggering Event	69
	Section 4.17	Limitations on Issuances of Guarantees of Indebtedness	71
	Section 4.18	Special Interest Notice	71
	Section 4.19	Termination of Covenants	71
	Article 5 
	 
	SUCCESSORS
	 
	Section 5.01	Merger, Consolidation or Sale of Assets	72
	 	 	 
	Article 6 
	 
	DEFAULTS AND REMEDIES
	 
	Article 7 
	 
	TRUSTEE
	 
	Section 7.01	Duties of Trustee	74
	Section 7.02	Rights of Trustee	75
	Section 7.03	Individual Rights of Trustee	77
	Section 7.04	Trustee’s Disclaimer	77
	Section 7.05	Notice of Defaults	77
	Section 7.06	[Reserved]	78
	Section 7.07	Compensation and Indemnity	78
	Section 7.08	Replacement of the Trustee	78
	Section 7.09	Successor Trustee by Merger, etc.	79
	Section 7.10	Eligibility; Disqualification	79



 






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	Article 8 
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	Section 8.03	Covenant Defeasance	80
	 	 	 
	Article 9 
	 
	AMENDMENT, SUPPLEMENT AND WAIVER
	 
	Section 9.01	Without Consent of Holders of Notes	81
	Section 9.02	With Consent of Holders of Notes	81
	 	 	 
	Article 12 
	 
	MISCELLANEOUS
	 
	Section 12.01	Table of Contents, Headings, etc.	81
	Section 12.02	Supplemental Indenture Controls	82
	Section 12.03	Submission to Jurisdiction	82
	 	 	 
	Article 13 
	 
	SATISFACTION AND DISCHARGE
	 
	Section 13.01	Satisfaction and Discharge of Supplemental Indenture	82
	Section 13.02	Application of Trust Money	83



 






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THIRD SUPPLEMENTAL INDENTURE, dated as of
February 18, 2020, (this “Supplemental Indenture”) among CCO Holdings, LLC, a Delaware limited liability company
(the “Company”), CCO Holdings Capital Corp., a Delaware corporation (“Capital Corp” and,
together with the Company, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the
 “Trustee”).


 


WHEREAS, the Issuers and the Trustee have
previously executed and delivered an Indenture, dated as of May 23, 2019 (the “Base Indenture”), providing for
the issuance from time to time of one or more series of senior debt securities of the Company and Capital Corp;


 


WHEREAS, Section 9.01 of the Base Indenture
provides that the Issuers 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 and Section
9.01 of the Base Indenture;


 


WHEREAS, clause (9) of Section 9.01 of the
Base Indenture provides that the Issuers and the Trustee 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 are entering into this
Supplemental Indenture to, among other things, establish the form and terms of the Issuers’ new series of 4.500% Senior Notes
due 2030 (the “Notes”) pursuant to the Base Indenture, as modified by this Supplemental Indenture;


 


WHEREAS, clause (8) of Section 9.01 of the
Base Indenture provides that the Issuers may conform the Base Indenture, as amended and supplemented, or the Notes, as amended
or supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering
document applicable to such Notes at the time of the initial sale thereof; 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 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 and the Trustee, for the benefit of each other and for the equal and ratable benefit of the Holders (as defined in
the Base Indenture), hereby enter into this Supplemental Indenture to, among other things, establish the terms of the Notes pursuant
to Section 2.01 of the Base Indenture and there is hereby established the Issuers’ “4.500% Senior Notes due 2030”
as a separate series of Notes (as defined in the Base Indenture) and such parties further agree that this Supplemental Indenture
affects the Issuers’ 4.500% Senior Notes due 2030 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, 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 as in force at the date of this Supplemental
Indenture as originally executed.


 


“Acquired Debt” means,
with respect to any specified Person, Indebtedness:


 


(1)         of
any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified
Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with
or into, or becoming a Restricted Subsidiary of, such specified Person; and


 


(2)         secured
by a Lien encumbering any asset acquired by such specified Person.


 


“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, 3.06, 3.09 or 4.16 of this Supplemental Indenture or Section 9.05
of the Base Indenture).


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,”
 “controlled by” and “under common control with” shall have correlative meanings.


 


“Applicable Percentage”
means 100.0%; provided that so long as no Event of Default shall have occurred and be continuing or would result therefrom,
the Applicable Percentage shall be (1) 50% if, on a pro forma basis after giving effect to such Asset Sale and the use of proceeds
therefrom the Leverage Ratio would be less than or equal to 4.5 to 1.00 but greater than 4.00 to 1.00, or (2) 0.00% if, on a pro
forma basis after giving effect to such Asset Sale and the use of proceeds therefrom, the Leverage Ratio would be less than or
equal to 4.00 to 1.00. Any Net Proceeds in respect of an Asset Sale that does not constitute Applicable Proceeds as a result of
the application of this definition shall collectively constitute “Total Leverage Excess Proceeds.”


 


“Applicable Proceeds”
has the meaning assigned to such term in Section 4.11.


 






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“Asset Acquisition” means
(a) an Investment by the Company or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted Subsidiary of the Company or any of its Restricted Subsidiaries or shall be merged with or into the Company
or any of its Restricted Subsidiaries, or (b) the acquisition by the Company or any of its Restricted Subsidiaries of the assets
of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such
Person or any other properties or assets of such Person other than in the ordinary course of business.


 


“Asset Sale” means:


 


(1)         the
sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory in the ordinary course of the
Cable Related Business consistent with applicable past practices; provided that the sale, conveyance or other disposition
of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, shall be governed by Section 4.16
and/or Section 5.01 and not by the provisions of Section 4.11; and


 


(2)         the
issuance of Equity Interests by any Restricted Subsidiary of the Company or the sale of Equity Interests in any Restricted Subsidiary
of the Company.


 


Notwithstanding the preceding, the following
items shall not be deemed to be Asset Sales:


 


(1)         any
single transaction or series of related transactions that: (a) involves assets having a fair market value of less than $100.0 million;
or (b) results in net proceeds to the Company and its Restricted Subsidiaries of less than $100.0 million;


 


(2)         a
transfer of assets between or among the Company and its Restricted Subsidiaries;


 


(3)         an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary
of the Company;


 


(4)         any
Restricted Payment that is permitted by Section 4.07, any Restricted Investment that is permitted by Section 4.08 or a Permitted
Investment;


 


(5)         the
incurrence of Liens not prohibited by this Supplemental Indenture and the disposition of assets related to such Liens by the secured
party pursuant to a foreclosure;


 


(6)         any
disposition of cash or Cash Equivalents;


 


(7)         any
surrender or waiver of contract rights or settlement, including, without limitation, with respect to Hedging Obligations;


 


(8)         like-kind
property exchanges under Section 1031 of the Internal Revenue Code;


 






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(9)         non-exclusive
licenses of intellectual property; and


 


(10)       any
sale or disposition of inventory or accounts receivable in the ordinary course of business.


 


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


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as in effect on the Issue Date.


 


“Board of Directors”
means the board of directors or comparable governing body of Charter or if so specified the Company, in either case, as constituted
as of the date of any determination required to be made, or action required to be taken, pursuant to the Indenture.


 


“Bright House Acquisition Agreement”
means that certain Contribution Agreement, dated as of March 31, 2015, as amended on May 23, 2015, by and among Charter Communications,
Inc., certain of its subsidiaries and the other parties thereto.


 


“Cable Related Business”
means the business of owning cable television systems and businesses ancillary, complementary and related thereto.


 


“Capital Corp” means
CCO Holdings Capital Corp., a Delaware corporation, and any successor Person thereto.


 


“Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with GAAP.


 


“Capital Stock” means:


 


(1)         in
the case of a corporation, corporate stock;


 


(2)         in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)         in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4)         any
other interest (other than any debt obligation) or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person.


 


“Capital Stock Sale Proceeds”
means the aggregate net proceeds (including the fair market value of the non-cash proceeds) received by the Company or its Restricted
Subsidiaries from and after April 1, 2010, in each case


 






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(x)          as
a contribution to the common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock and other
than issuances or sales to a Subsidiary of the Company) of any Parent or the Company from and after April 1, 2010, or


 


(y)         from
the issue or sale of Disqualified Stock, debt securities or other Indebtedness of the Company that has been converted into or exchanged
for such Equity Interests (other than Equity Interests (or Disqualified Stock, debt securities or other Indebtedness) sold to a
Subsidiary of the Company).


 


“Cash Equivalents” means:


 


(1)         U.S.
dollars;


 


(2)         securities
issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months
from the date of acquisition;


 


(3)         certificates
of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances
with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having combined
capital and surplus in excess of $500.0 million and a Thomson BankWatch Rating at the time of acquisition of “B” or
better;


 


(4)         repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications specified in clause (3) above;


 


(5)         commercial
paper having a rating at the time of acquisition of at least “P-1” from Moody’s or at least “A-1”
from S&P and in each case maturing within twelve months after the date of acquisition;


 


(6)         corporate
debt obligations maturing within twelve months after the date of acquisition thereof, rated at the time of acquisition at least
 “Aaa” or “P-1” by Moody’s or “AAA” or “A-1” by S&P;


 


(7)         auction-rate
Preferred Stocks of any corporation maturing not later than 90 days after the date of acquisition thereof, rated at the time of
acquisition at least “Aaa” by Moody’s or “AAA” by S&P;


 


(8)         securities
issued by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof,
maturing not later than six months after the date of acquisition thereof, rated at the time of acquisition at least “A”
by Moody’s or S&P; and


 






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(9)         money
market or mutual funds at least 90% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through
(8) of this definition.


 


“CCH II” means CCH II,
LLC, a Delaware limited liability company, and any successor Person thereto.


 


“CCHC” means Charter
Communications Holding Company, LLC, a Delaware limited liability company.


 


“CCO” means Charter Communications
Operating, LLC, a Delaware limited liability company, and any successor Person thereto.


 


“Change of Control” means
the occurrence of any of the following:


 


(1)         the
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, or of a Parent and its Subsidiaries,
taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Parent,
the Company or a Restricted Subsidiary;


 


(2)         the
adoption of a plan relating to the liquidation or dissolution of the Company or a Parent (except the liquidation of any Parent
into any other Parent); or


 


(3)         the
consummation of any transaction, including any merger or consolidation, the result of which is that any “person” (as
defined above) other than a Parent becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of
the Company or a Parent, measured by voting power rather than the number of shares.


 


Notwithstanding the foregoing, (a) a transaction
will not be deemed to involve a Change of Control if (i) Charter becomes a direct or indirect wholly owned subsidiary of a holding
company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction
are substantially the same as the holders of Charter’s Voting Stock immediately prior to that transaction or (B) immediately
following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, measured by voting power rather than
the number of shares and (b) the right to acquire Voting Stock (so long as such person does not have the right to direct the voting
of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock
will not cause a party to be a Beneficial Owner.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Ratings Event.


 


“Charter” means Charter
Communications, Inc., a Delaware corporation and the indirect parent of the Issuers, and any successor thereto.


 






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“Charter Holdings” means
Charter Communications Holdings, LLC, a Delaware limited liability company, and any successor Person thereto.


 


“Charter Parent Refinancing Indebtedness”
means any Indebtedness of a Parent issued in exchange for, or the net proceeds of which are used within 90 days after the date
of issuance thereof to extend, refinance, renew, replace, defease, purchase, acquire or refund (including successive extensions,
refinancings, renewals, replacements, defeasances, purchases, acquisitions or refunds), Indebtedness (including Acquired Debt)
incurred by CCH II or any of its Subsidiaries or which refinances such Indebtedness; provided that:


 


(1)         the
principal amount (or accreted value, if applicable) of such Charter Parent Refinancing Indebtedness does not exceed the principal
amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced,
renewed, replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred
in connection therewith);


 


(2)         such
Charter Parent Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and


 


(3)         is
classified as such by the Company.


 


“Charter Subsidiary Refinancing
Indebtedness” means any Indebtedness of a Parent issued in exchange for, or the net proceeds of which are used within
90 days after the date of issuance thereof to extend, refinance, renew, replace, defease, purchase, acquire or refund (including
successive extensions, refinancings, renewals, replacements, defeasances, purchases, acquisitions or refunds), Indebtedness (including
Acquired Debt) incurred by the Company or any of its Subsidiaries or which refinances such Indebtedness; provided that:


 


(1)         the
principal amount (or accreted value, if applicable) of such Charter Subsidiary Refinancing Indebtedness does not exceed the principal
amount of (or accreted value, if applicable) plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced,
renewed, replaced, defeased, purchased, acquired or refunded (plus the amount of reasonable fees, commissions and expenses incurred
in connection therewith); and


 


(2)         such
Charter Subsidiary Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded.


 


“Company” means CCO Holdings,
LLC and any successor Person thereto.


 


“Consolidated EBITDA”
means with respect to any Person, for any period, the net income of such Person and its Restricted Subsidiaries for such period
plus, to the extent such amount was deducted in calculating such net income:


 






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(1)         Consolidated
Interest Expense of such Person and its Restricted Subsidiaries;


 


(2)         income
taxes;


 


(3)         depreciation
expense;


 


(4)         amortization
expense;


 


(5)         asset
impairments or write-downs or write-offs;


 


(6)         all
other non-cash items, extraordinary items, non-recurring and unusual items (including any restructuring charges, costs and expenses
and charges, costs and expenses related to litigation settlements or judgments and/or charges, costs and expenses related to asset
acquisitions and dispositions) and the cumulative effects of changes in accounting principles reducing such net income, less all
non-cash items, extraordinary items, non-recurring and unusual items and cumulative effects of changes in accounting principles
increasing such net income;


 


(7)         amounts
actually paid during such period pursuant to a deferred compensation plan;


 


(8)         any
premium, penalty or fee paid in relation to any repayment, prepayment or repurchase of Indebtedness;


 


(9)         all
deferred financing costs written off in connection with the early extinguishment of Indebtedness, net of taxes;


 


(10)       all
costs, expenses and fees related to the issuance of the Notes;


 


(11)       the
amount of “runrate” cost savings projected by the Issuers in good faith, net of the amount of actual benefits realized
or expected to be realized (which cost savings shall be calculated on a pro forma basis as though they had been realized on the
first day of such period) from actions taken or to be taken prior to or during such period; provided that (A) (x) such cost
savings are reasonably identifiable and expected to be achieved based on such actions and (y) the benefits resulting therefrom
are anticipated by the Issuers to be realized within twelve months of such actions and (B) the aggregate amount added back pursuant
to this clause (11) for any period shall not exceed 20% of Consolidated EBITDA for such period prior to giving effect to this clause
(11), provided further that this clause (11), for the avoidance of doubt, shall not result in an amount less than zero;
and


 


(12)       for
purposes of (x) Section 4.10 and (y) calculation of the Leverage Ratio in clause (15) of the second paragraph of Section 4.07 only,
Management Fees;


 






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provided that Consolidated EBITDA shall not include:


 


(w)        the
net income (or net loss) of any Person that is not a Restricted Subsidiary (“Other Person”), except:


 


(i)          with
respect to net income, to the extent of the amount of dividends or other distributions actually paid to such Person or any of its
Restricted Subsidiaries by such Other Person during such period; and


 


(ii)         with
respect to net losses, to the extent of the amount of investments made by such Person or any Restricted Subsidiary of such Person
in such Other Person during such period;


 


(x)          solely
for the purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (3) of the first paragraph
of Section 4.07 (and in such case, except to the extent includable pursuant to clause (w) above), the net income (or net loss)
of any Other Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with such Person
or any Restricted Subsidiaries or all or substantially all of the property and assets of such Other Person are acquired by such
Person or any of its Restricted Subsidiaries;


 


(y)         solely
for purposes of clause (3) of the first paragraph of Section 4.07, the net income of any Restricted Subsidiary of the Company to
the extent that the payment of dividends or similar distributions by such Restricted Subsidiary of such net income is restricted
by the operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Restricted Subsidiary, unless (x) such restriction with respect to
the payment of dividends or similar distributions has been legally waived or (y) such restriction is permitted by Section 4.09;
provided, that the net income of such Restricted Subsidiary shall be increased by the amount of dividends or other distributions
or payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not
already included therein; and


 


(z)          effects
of any fresh start accounting adjustments.


 


“Consolidated Indebtedness”
means, with respect to any Person as of any date of determination, the sum, without duplication, of:


 


(1)         the
total amount of outstanding Indebtedness of such Person and its Restricted Subsidiaries, plus


 


(2)         the
total amount of Indebtedness of any other Person that has been Guaranteed by the referent Person or one or more of its Restricted
Subsidiaries, plus


 


(3)         the
aggregate liquidation value of all Disqualified Stock of such Person and all Preferred Stock of Restricted Subsidiaries of such
Person,


 


in each case, determined on a
consolidated basis in accordance with GAAP.


 






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“Consolidated Interest Expense”
means, with respect to any Person for any period, without duplication, the sum of:


 


(1)         the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization or original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any)
pursuant to Hedging Obligations);


 


(2)         the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and


 


(3)         any
interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is
called upon); excluding, however, any amount of such interest of any Restricted Subsidiary of the referent Person if the net
income of such Restricted Subsidiary is excluded in the calculation of Consolidated EBITDA pursuant to clause (x) of the
definition thereof (but only in the same proportion as the net income of such Restricted Subsidiary is excluded from the
calculation of Consolidated EBITDA pursuant to clause (x) of the definition thereof),


 


in each case, on a consolidated basis
and in accordance with GAAP.


 


“Consolidated Net Tangible Assets”
means, as of any date of determination, the total amount of assets (less applicable reserves and other properly deductible items)
of the Company and the Restricted Subsidiaries less the sum of (1) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other intangibles, and (2) all current liabilities, in each case, reflected on the most recent consolidated
balance sheet of the Company and the Restricted Subsidiaries as at the end of the most recent ended fiscal quarter for which financial
statements have been delivered pursuant to this Supplemental Indenture, determined on a consolidated basis in accordance with GAAP
on a pro forma basis to give effect to any acquisition or disposition of assets made after such balance sheet date and on or prior
to the date of determination.


 


“Contribution Indebtedness”
means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater
than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution
by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether
through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180
days after the making of the related cash contribution.


 


“Credit Facilities”
means, with respect to the Company and/or its Restricted Subsidiaries, and with respect to any other entity as the context
requires, one or more debt facilities (including indentures), in each case with banks, lenders or noteholders (other than a
Parent of the Issuers) providing for revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables)
letters of credit, notes, guarantees, and commercial paper in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.


 






    -10-


     


    

 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided, that any Default
that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default
will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.


 


“Declined Excess Proceeds”
has the meaning assigned to such term in Section 4.11.


 


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


 


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


 


“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”).


 


“Designated Noncash Consideration”
means the fair market value of noncash consideration received by the Issuers or a Restricted Subsidiary in connection with an Asset
Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis
of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated
Noncash Consideration.


 


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


 


“Disposition” means,
with respect to any Person, any merger, consolidation or other business combination involving such Person (whether or not such
Person is the surviving Person) or the sale, assignment, transfer, lease or conveyance or other disposition of all or substantially
all of such Person’s assets or Capital Stock.


 


“Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the earlier of the date on which the Notes mature
or the date on which the Notes are no longer outstanding. Notwithstanding the preceding sentence, any Capital Stock that
would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the
terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07.


 






    -11-


     


    

 


“Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Equity Offering” means
any private or public issuance of Qualified Capital Stock of the Company or a Parent of which the gross proceeds to the Company
or received by the Company as a capital contribution from such Parent (directly or indirectly), as the case may be, are at least
$25.0 million.


 


“Exchange Notes” means
any notes issued in exchange for Notes pursuant to the Registration Rights Agreement or similar agreement.


 


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


 


“Exchange Offer Registration Statement”
means a registration statement relating to the Exchange Offer as provided in the Registration Rights Agreement.


 


“Existing Indebtedness”
means Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date, until such amounts are repaid.


 


“GAAP” means generally
accepted accounting principles in the United States which are in effect on September 27, 2010. At any time on or after the Issue
Date, the Issuers may elect to establish that GAAP shall mean GAAP as in effect 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 on the date of such election; provided that any such election,
once made, shall be irrevocable; provided, further, that any calculation or determination in the 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. The Issuers shall give notice of any such election made in accordance with this
definition to the Trustee.


 


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.


 






    -12-


     


    

 


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


 


“Guarantee” or “guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness, measured as the lesser of the aggregate outstanding amount
of the Indebtedness so guaranteed and the face amount of the guarantee.


 


“Guarantor” means any
Subsidiary of the Company that executes a supplemental indenture and provides a Subsidiary Guarantee in accordance with Section
4.17 hereof.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under:


 


(1)         interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements;


 


(2)         interest
rate option agreements, foreign currency exchange agreements, foreign currency swap agreements; and


 


(3)         other
agreements or arrangements designed to protect such Person against fluctuations in interest and currency exchange rates.


 


“Holder” means a holder
of the Notes.


 


“Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


 


(1)        
in respect of borrowed money;


 


(2)         evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof);


 


(3)        
in respect of banker’s acceptances;


 


(4)        
representing Capital Lease Obligations;


 


(5)        
in respect of the balance deferred and unpaid of the purchase price of any property due more than six months after the property
is acquired, except any such balance that constitutes an accrued expense or trade payable; or


 


(6)         represented
by Hedging Obligations only to the extent an amount is then owed and is payable pursuant to the terms of such Hedging
Obligations, if and to the extent any of the preceding items would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP.


 






    -13-


     


    

 


In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of
any other Person. The amount of any Indebtedness outstanding as of any date shall be:


 


(1)        
the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and


 


(2)        
the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.


 


Notwithstanding the foregoing, in no event
shall payments required to be made pursuant to the Bright House Acquisition Agreement be deemed to be Indebtedness.


 


“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, 3.06, 3.09 or
4.16 of this Supplemental Indenture or Section 9.05 of the Base Indenture).


 


“Initial Purchasers”
means Deutsche Bank Securities Inc, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA)
LLC, Mizuho Securities USA LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities
Americas Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas
Securities Corp., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., Credit Agricole
Securities (USA) Inc., U.S. Bancorp Investments, Inc., Bancroft Capital, LLC, Cabrera Capital Markets LLC, LionTree Advisors LLC,
R. Seelaus & Co., LLC and Siebert Williams Shank & Co., LLC.


 


“Investment Grade Rating”
means a rating equal to or higher than (x) in the case of Moody’s, Baa3 (or the equivalent), (y) in the case of S&P,
BBB- (or the equivalent) and (z) in the case of any other Rating Agency, the equivalent rating by such Rating Agency to the ratings
described in clauses (x) and (y).


 


“Investments” means,
with respect to any Person, all investments by such Person in other Persons, including Affiliates, in the forms of direct or indirect
loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of business) and purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.


 






    -14-


     


    

 


“Issue Date” means February
18, 2020.


 


“Letter of Transmittal”
means the letter of transmittal to be prepared by the Issuers and sent to all Holders of any Notes for use by such Holders in connection
with any Exchange Offer.


 


“Leverage Ratio” means,
as to the Company, as of any date, the ratio of:


 


(1)         the
Consolidated Indebtedness for borrowed money (less cash and Cash Equivalents that is unrestricted or is restricted in favor of
holders of Indebtedness included in calculating “Consolidated Indebtedness”) of the Company on such date to


 


(2)         the
aggregate amount of Consolidated EBITDA for the Company for the most recently ended fiscal quarter for which internal financial
statements are available multiplied by four (the “Reference Period”).


 


In addition to the foregoing, for purposes
of this definition, “Consolidated EBITDA” shall be calculated on a “pro forma” basis after giving effect
to:


 


(1)         for
purposes of making the computations referred to above, any Investments, acquisitions, dispositions, mergers, consolidations and
disposed operations that have been made by the Issuers or any of their Restricted Subsidiaries, during the Reference Period or
subsequent to such Reference Period and on or prior to the date of the calculation of the Leverage Ratio shall be calculated on
a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed or discontinued
operations (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Reference Period. If
since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into any Issuer
or any of their Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition,
merger, consolidation or disposed or discontinued operation that would have required adjustment pursuant to this definition, then
the Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
merger, consolidation or disposed operation had occurred at the beginning of the applicable Reference Period;


 


(2)         the
incurrence of the Indebtedness or the issuance of the Disqualified Stock or other Preferred Stock (and the application of the proceeds
therefrom) giving rise to the need to make such calculation and any incurrence or issuance (and the application of the proceeds
therefrom) or repayment of other Indebtedness, Disqualified Stock or Preferred Stock, other than the incurrence or repayment of
Indebtedness for ordinary working capital purposes, at any time subsequent to the beginning of the Reference Period and on or prior
to the date of determination, as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case
may be, occurred on the first day of the Reference Period; and


 


(3)         for
purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or chief accounting officer of either Issuer including cost savings and
synergies; provided that (x) such cost savings and synergies are reasonably identifiable, reasonably attributable to
the action specified and reasonably anticipated to result from such actions, and (y) such actions have been taken or
initiated or are expected to be taken or initiated within twelve (12) months of the date of determination.


 






    -15-


     


    

 


Notwithstanding anything herein to the contrary,
when calculating the Leverage Ratio in connection with a Limited Condition Acquisition, the date of determination of such ratio
and of any Default or Event of Default blocker shall, at the option of the Issuers, be the date the definitive agreements for such
Limited Condition Acquisition are entered into and such ratio shall be calculated on a pro forma basis after giving effect to such
Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any Incurrence of
Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Reference Period, and, for
the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations
in Consolidated EBITDA of the Issuers or the target company) at or prior to the consummation of the relevant Limited Condition
Acquisition and the Issuers have elected to test such ratios on the date the definitive agreements for such Limited Condition Acquisition
are entered into, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of
determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratio shall not be tested at the time
of consummation of such Limited Condition Acquisition or related transactions; provided further that if the Issuers elect
to have such determinations occur at the time of entry into such definitive agreement, any such transactions shall be deemed to
have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any ratios
hereunder after the date of such agreement and before the consummation of such Limited Condition Acquisition and to the extent
baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized.


 


In calculating the amount of Consolidated
Indebtedness on the date of determination for purposes of the first paragraph of Section 4.10, the calculation shall not give effect
to any Indebtedness incurred on such determination date pursuant to the provisions described in the second paragraph under Section
4.10.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


“Limited Condition Acquisition”
means any acquisition, including by way of merger, by the Issuers or one or more of their Restricted Subsidiaries whose consummation
is not conditioned upon the availability of, or on obtaining, third-party financing.


 


“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.


 






    -16-


     


    

 


“Make-Whole Premium”
means, with respect to a Note at any redemption date, the greater of:


 


(i)          1.0%
of the principal amount of such Note; and


 


(ii)         the
excess of:


 


(1)         the
present value at such redemption date of (A) the redemption price of such Note on February 15, 2025 (with such redemption price
being as set forth in Section 3.07(a)) plus (B) all required remaining scheduled interest payments due on such Note through February
15, 2025, other than accrued interest to such redemption date, computed using a discount rate equal to the Treasury Rate plus 50
basis points per annum discounted on a semi-annual bond equivalent basis, over


 


(2)         the
principal amount of such Note on such redemption date.


 


“Management Fees” means
the fees payable to Charter or any other Parent pursuant to the management and mutual services agreements between any Parent of
the Company and/or CCO and between any Parent of the Company and other Restricted Subsidiaries of the Company and pursuant to the
limited liability company agreements of certain Restricted Subsidiaries as such management, mutual services or limited liability
company agreements exist on the Issue Date (or, if later, on the date any new Restricted Subsidiary is acquired or created), including
any amendment or replacement thereof, provided that any such new agreements or amendments or replacements of existing agreements
is not more disadvantageous to Holders in any material respect than such management agreements existing on the Issue Date; and
further provided that such new, amended or replacement management agreements do not provide for percentage fees, taken together
with fees under existing agreements, any higher than 3.5% of Charter’s consolidated total revenues for the applicable payment
period.


 


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


 


“Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees,
and sales commissions, and any relocation expenses incurred as a result thereof or taxes paid or payable as a result thereof (including
amounts distributable in respect of owners’, partners’ or members’ tax liabilities resulting from such sale),
in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required
to be applied to the repayment of Indebtedness.


 


“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 or any Guarantor immediately prior to such date of determination.


 






    -17-


     


    

 


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


 


“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Offering Memorandum”
means that certain offering memorandum relating to the Notes, dated February 3, 2020.


 


“Other Person” has the
meaning assigned to such term in the definition of “Consolidated EBITDA.”


 


“Parent” means (i) any
of the Designated Parent Companies, and each of their respective successors (by way of conversion, merger and amalgamation), and/or
any direct or indirect Subsidiary of the foregoing a majority of the Capital Stock of which is owned directly or indirectly by
one or more of the foregoing Persons, as applicable, and that directly or indirectly beneficially owns a majority of the Capital
Stock of the Company, and any successor Person to any of the foregoing; and (ii) any holding company of the foregoing where the
direct or indirect holders of the voting stock of such holding company immediately following the transaction where the holding
company became a holding company are substantially the same as the holders of the Issuers’ voting stock immediately prior
to that transaction. For purposes of the second paragraph of Section 4.07, the term “Parent” shall include any corporate
co-obligor if such Parent is a limited liability company or other association not taxed as a corporation.


 


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


 


“Permitted Investments”
means:


 


(1)         any
Investment in the Company or by the Company in the Company or in a Restricted Subsidiary of the Company, or any Investment by a
Restricted Subsidiary of the Company in the Company or in another Restricted Subsidiary of the Company;


 


(2)         any
Investment in Cash Equivalents;


 


(3)         any
Investment by the Company or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:


 


(a)         such
Person becomes a Restricted Subsidiary of the Company; or


 


(b)         such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Restricted Subsidiary of the Company;


 






    -18-


     


    

 


(4)         any
Investment made as a result of the receipt of non-cash consideration from any Asset Sale that was made pursuant to and in compliance
with Section 4.11;


 


(5)         any
Investment made out of the net cash proceeds of the issue and sale after the Issue Date (other than to a Subsidiary of the Company)
of Equity Interests (other than Disqualified Stock) of the Company (or cash contributions to the equity capital of the Company)
to the extent that such net cash proceeds have not been applied to make a Restricted Payment or to effect other transactions pursuant
to Section 4.07 hereof (with the amount of usage of the basket in this clause (5) being determined net of the aggregate amount
of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in respect
of any such Investment, but not to exceed the initial amount of such Investment);


 


(6)         other
Investments in any Person (other than any Parent) having an aggregate fair market value, when taken together with all other Investments
in any Person made by the Company and its Restricted Subsidiaries (without duplication) pursuant to this clause (6) from and after
the Issue Date, not to exceed the greater of (A) 4.5% of Total Assets and (B) $7.0 billion (initially measured on the date each
such Investment was made and without giving effect to subsequent changes in value, but reducing the amount outstanding by the aggregate
amount of principal, interest, dividends, distributions, repayments, proceeds or other value otherwise returned or recovered in
respect of any such Investment, provided that if such amount exceeds the initial amount of such Investment, such amount
shall be added to the amount available under this clause) at any one time outstanding;


 


(7)         Investments
in customers and suppliers in the ordinary course of business which either (A) generate accounts receivable or (B) are accepted
in settlement of bona fide disputes;


 


(8)         Investments
of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged into or consolidated
with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection
with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;


 


(9)         any
Investment (other than an Investment in a Restricted Subsidiary) existing or pursuant to agreements or arrangements in effect,
on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such
Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise
permitted under this Supplemental Indenture;


 


(10)       Investments
received as a result of a bankruptcy, workout, reorganization or recapitalization of customers or suppliers;


 






    -19-


     


    

 


(11)       as
a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer
of title with respect to any secured Investment in default;


 


(12)       any
Investment represented by Hedging Obligations not entered into for speculative purposes;


 


(13)       loans
and advances to officers, directors and employees for business-related travel expenses, moving expenses and other expenses, in
each case incurred in the ordinary course of business or to finance the purchase of Equity Interests of the Company or any Parent
and in an amount not to exceed $25.0 million at any one time outstanding;


 


(14)       Investments
the payment for which consists of Equity Interests of the Company or any Parent (exclusive of Disqualified Stock of the Company);


 


(15)       Guarantees
of Indebtedness permitted by Section 4.10;


 


(16)       Investments
consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual
property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;


 


(17)       Investments
consisting of the non-exclusive licensing or contribution of intellectual property pursuant to joint marketing arrangements with
other persons;


 


(18)       the
creation of Liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.14;


 


(19)       Investments
consisting of earnest money deposits acquired in connection with a purchase agreement or other acquisitions to the extent not otherwise
prohibited under this Supplemental Indenture;


 


(20)       without
duplication of amounts that otherwise increased the amount available under one or more of the foregoing categories of Permitted
Investments, investments made from the proceeds from any dividend or distribution by an Unrestricted Subsidiary to the Company
or any of its Restricted Subsidiaries; and


 


(21)       Investments
in an aggregate outstanding amount not to exceed an amount equal to the sum of the Total Leverage Excess Proceeds and Declined
Excess Proceeds that has not been utilized to make Restricted Payments in reliance on clause (17) of the second paragraph of Section
4.07.


 


“Permitted Liens” means:


 


(1)       Liens
on the assets of, or Equity Interests in, a Restricted Subsidiary of the Company securing Indebtedness and other Obligations under
any of the Credit Facilities of such Restricted Subsidiary;


 






    -20-


     


    

 









(2)       Liens
in favor of the Company;


 


(3)       Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company; provided
that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other
than those of the Person merged into or consolidated with the Company;


 


(4)       Liens
on property existing at the time of acquisition thereof by the Company; provided that such Liens were in existence prior
to the contemplation of such acquisition;


 


(5)       Liens
to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;


 


(6)       purchase
money mortgages or other purchase money Liens (including, without limitation, any Capital Lease Obligations) incurred by the Company
upon any fixed or capital assets acquired after the Issue Date or purchase money mortgages (including without limitation Capital
Lease Obligations) on any such assets, whether or not assumed, existing at the time of acquisition of such assets, whether or not
assumed, so long as


 


(i)        such
mortgage or Lien does not extend to or cover any of the assets of the Company, except the asset so developed, constructed, or acquired,
and directly related assets such as enhancements and modifications thereto, substitutions, replacements, proceeds (including insurance
proceeds), products, rents and profits thereof, and


 


(ii)       such
mortgage or Lien secures the obligation to pay all or a portion of the purchase price of such asset, interest thereon and other
charges, costs and expenses (including, without limitation, the cost of design, development, construction, acquisition, transportation,
installation, improvement, and migration) and is incurred in connection therewith (or the obligation under such Capital Lease Obligation)
only;


 


(7)       Liens
existing on the Issue Date and replacement Liens therefor that do not encumber additional property;


 


(8)       Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made therefor;


 


(9)       statutory
and common law Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens
arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate
legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any,
as shall be required in conformity with GAAP shall have been made;


 






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(10)       Liens
incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance
and other types of social security;


 


(11)       Liens
incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligation, bankers’
acceptance, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a similar
nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);


 


(12)       easements,
rights-of-way, municipal and zoning ordinances and similar charges, encumbrances, title defects or other irregularities that do
not materially interfere with the ordinary course of business of the Company or any of its Restricted Subsidiaries;


 


(13)       Liens
of franchisors or other regulatory bodies arising in the ordinary course of business;


 


(14)       Liens
arising from filing Uniform Commercial Code financing statements regarding leases or other Uniform Commercial Code financing statements
for precautionary purposes relating to arrangements not constituting Indebtedness;


 


(15)       Liens
arising from the rendering of a final judgment or order against the Company or any of its Restricted Subsidiaries that does not
give rise to an Event of Default;


 


(16)       Liens
securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such
letters of credit and the products and proceeds thereof;


 


(17)       Liens
encumbering customary initial deposits and margin deposits, and other Liens, in each case, securing Indebtedness under Hedging
Obligations and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely
to protect the Company or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;


 


(18)       Liens
consisting of any interest or title of licensor in the property subject to a license;


 


(19)       Liens
on the Capital Stock of Unrestricted Subsidiaries;


 


(20)       Liens
arising from sales or other transfers of accounts receivable which are past due or otherwise doubtful of collection in the ordinary
course of business;


 


(21)       Liens
incurred with respect to obligations which in the aggregate do not exceed the greater of (i) $300.0 million or (ii) 1.0% of Consolidated
Net Tangible Assets at any one time outstanding;


 






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(22)       Liens
in favor of the Trustee arising under the provisions of Section 7.07 of this Supplemental Indenture and similar provisions in favor
of trustees or other agents or representatives under indentures or other agreements governing debt instruments entered into after
the date hereof;


 


(23)       Liens
in favor of the Trustee for its benefit and the benefit of Holders as their respective interests appear; and


 


(24)       Liens
securing Permitted Refinancing Indebtedness, to the extent that the Indebtedness being refinanced was secured or was permitted
to be secured by such Liens.


 


“Permitted Refinancing Indebtedness”
means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which
are used within 60 days after the date of issuance thereof, to extend, refinance, renew, replace, defease or refund, other Indebtedness
of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that, unless otherwise
permitted by this Supplemental Indenture, no Indebtedness of any Restricted Subsidiary (other than, for the avoidance of doubt,
a corporate co-issuer whose primary purpose is to act as a co-issuer and any Restricted Subsidiary that is a Guarantor) may be
issued in exchange for, nor may the net proceeds of Indebtedness be used to extend, refinance, renew, replace, defease or refund,
Indebtedness of the direct or indirect parent of such Restricted Subsidiary; provided, further, that:


 


(1)       the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount
of (or accreted value, if applicable), plus accrued interest and premium, if any, on the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of expenses incurred in connection therewith), except to the extent that
any such excess principal amount (or accreted value, as applicable) would be then permitted to be incurred by other provisions
of Section 4.10;


 


(2)       such
Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and


 


(3)       if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated
in right of payment to, the Notes on terms at least as favorable to Holders as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.


 


“Person” means any individual,
corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization,
government or agency or political subdivision thereof or any other entity.


 


“Preferred Stock,”
as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which, by its
terms, is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.


 






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“Private Placement Legend”
means the legend set forth in Section 2.06(g)(i)(A) to be placed on all Notes issued under this Supplemental Indenture except where
otherwise permitted by the provisions of this Supplemental Indenture.


 


“Productive Assets” means
assets (including assets of a referent Person owned directly or indirectly through ownership of Capital Stock) of a kind used or
useful in the Cable Related Business.


 


“Qualified Capital Stock”
means any Capital Stock that is not Disqualified Stock.


 


“Rating Agencies” means
(i) each of Moody’s, S&P and Fitch Ratings Ltd. and (ii) if any of Moody’s, S&P or Fitch Ratings Ltd. ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside the Company’s control, a
 “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act, as amended, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement
agency for Moody’s, S&P, Fitch Ratings Ltd. or each of them, as the case may be.


 


“Ratings Decline Period”
means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a Change
of Control and (b) the occurrence of a Change of Control and (ii) ends 90 days following consummation of such Change of Control;
provided that such period shall be extended for so long as the rating of the Notes, as noted by the applicable Rating Agency,
is under publicly announced consideration for downgrade by the applicable Rating Agency.


 


“Ratings Event” means
a downgrade by one or more gradations (including gradations within ratings categories as well as between rating categories) or
withdrawal of the rating of the Notes within the Ratings Decline Period by two or more Rating Agencies (unless the applicable Rating
Agency shall have put forth a written statement to the effect that such downgrade is not attributable in whole or in part to the
applicable Change of Control) following which (except in the case of a withdrawal of a rating) the rating of the Notes by each
such Rating Agency is below such Rating Agency’s rating of the Notes on the Issue Date.


 


“Reference Period” has
the meaning assigned to such term in the definition of “Leverage Ratio.”


 


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


 


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


 






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


 


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


 


“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Subsidiary”
of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.


 


“Rule 144A Global Note”
means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in
an initial denomination equal to the outstanding principal amount of any Additional Notes initially sold in reliance on Rule 144A.


 


“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.


 


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


 


“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.


 


“Significant
Subsidiary” means (a) with respect to any Person, any Restricted Subsidiary of such Person which accounted for more
than 10% of (i) the consolidated assets of such Person as of the last day of such Person’s most recently completed
fiscal year or (ii) the Consolidated EBITDA of such Person for such Person’s most recently completed fiscal year and
(b) in addition, with respect to the Company, Capital Corp.


 






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“Special Interest” means
all additional interest owing on the Notes pursuant to the Registration Rights Agreement.


 


“Stated Maturity” means,
with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest
or principal was scheduled to be paid in the documentation governing such Indebtedness on the Issue Date, or, if none, the original
documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subsidiary” means, with
respect to any Person:


 


(1)       any
corporation, association or other business entity (A) of which at least 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
(or a combination thereof) and (B) in the case of any such entity of which 50% of the total voting power of shares of Capital Stock
is so owned or controlled by such Person or one or more of the other Subsidiaries of such Person, such Person and its Subsidiaries
also have the right to control the management of such entity pursuant to contract or otherwise; and


 


(2)       any
partnership:


 


(a)       the
sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or


 


(b)       the
only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).


 


To the extent an entity satisfies clause
(1)(A) above and the referent Person owns no more than 50% of the total voting power of shares of Capital Stock of such entity,
the Issuers may:


 


(i)       elect
to designate such entity as a “Subsidiary”; provided that, unless such entity is designated as an Unrestricted Subsidiary
in compliance with this Indenture, such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary
of any outstanding Indebtedness of such entity and such designation shall only be permitted if:


 


(1)       such
Indebtedness is not prohibited by Section 4.10, calculated on a pro forma basis as if such designation had occurred at the beginning
of the applicable reference period; and


 






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(2)       no
Default or Event of Default would be in existence immediately following such designation;


 


and


 


(ii)       may
subsequently elect that such entity is not a “Subsidiary,” so long as such designation is not prohibited by Section
4.08.


 


For purposes of designating such an entity
as not being a Subsidiary:


 


(1)       the
term “Investment” will include the portion (proportionate to CCO Holdings’ equity interest in such entity to
be designated as not being a Subsidiary) of the fair market value of the net assets of such entity at the time that such entity
is designated as not being a Subsidiary; provided, however, that upon a redesignation of such entity as a Subsidiary where the
Investment of such Subsidiary is then a Permitted Investment, CCO Holdings will be deemed to continue to have an “Investment”
in a Person that is not a Restricted Subsidiary in an amount (if positive) equal to (a) CCO Holdings’ Investment in such
entity at the time of such redesignation less (b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary)
of the fair market value of the net assets (as conclusively determined by the Board of Directors of CCO Holdings in good faith)
of such entity at the time that such entity is so re-designated a Subsidiary; and


 


(2)       any
property transferred to or from the entity that has been designated as not being a Subsidiary will be valued at its fair market
value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.


 


Any designation of such an entity as not
being a Subsidiary of CCO Holdings shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution
giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was not prohibited by Section 4.08.


 


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


 


“Total Assets” means
the total assets of the Issuers and their Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance
sheet of the Issuers.


 


“Total Leverage Excess Proceeds”
has the meaning assigned to such term in the definition of “Applicable Percentage.”


 


“Treasury Rate”
means, for any 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 no
longer published, any publicly available source of similar market data)) most nearly equal to the period from the applicable
redemption date to February 15, 2025, provided, however, that if the period from the applicable redemption date
is not equal to the constant maturity of a United States Treasury security for which such a yield is given, the 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 applicable redemption
date to February 15, 2025 is less than one year, the weekly average yield on actually traded United States Treasury
Securities adjusted to a constant maturity of one year shall be used.


 






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“Unrestricted Global Note”
means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or
on behalf of and registered in the name of the Depositary, representing the Initial Notes or any Additional Notes that do not bear
the Private Placement Legend.


 


“Unrestricted Subsidiary”
means (x) any Subsidiary of the Company that is designated by the Board of Directors of the Company or Charter as an Unrestricted
Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary at the time of designation:


 


(1)       except
to the extent not prohibited by Section 4.13, is not party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable
to the Company or any Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of
the Company unless such terms constitute Investments permitted under Section 4.08 and Permitted Investments or Asset Sales permitted
under Section 4.11; and


 


(2)       does
not own any Capital Stock of any Restricted Subsidiary of the Company; and


 


(y)        any
Subsidiary of an Unrestricted Subsidiary.


 


Any designation of a Subsidiary of the Company
as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution
giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.08. The Board of Directors of the Company or Charter may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness
by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted
if:


 


(1)       such
Indebtedness is permitted under Section 4.10 calculated on a pro forma basis as if such designation had occurred at the beginning
of the applicable reference period; and


 


(2)       no
Default or Event of Default would be in existence immediately following such designation.


 


For purposes of designating a Restricted
Subsidiary as an Unrestricted Subsidiary:


 






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(1)       the
term “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary
to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the
Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation
of such Subsidiary as a Restricted Subsidiary where the Investment of such Subsidiary is then a Permitted Investment, the Company
will be deemed to continue to have an “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to
(a) the Company’s Investment in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to
the Company’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined
by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated
a Restricted Subsidiary; and


 


(2)       any
property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer,
in each case as determined in good faith by the Board of Directors of the Company.


 


“Voting Stock” of any
Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board
of directors or comparable governing body of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


(1)       the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(2)       the
then outstanding principal amount of such Indebtedness.


 


“Wholly Owned Restricted Subsidiary”
of any Person means a Restricted Subsidiary of such Person all of the outstanding common equity interests or other ownership interests
of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly
Owned Restricted Subsidiaries of such Person.


 


Section
1.02       
Other Definitions.


 


	Term	Defined

in Section
	“Affiliate Transaction”	4.13
	“Asset Sale Offer”	3.09
	“Authentication Order”	2.02
	“Change of Control Offer”	4.16
	“Change of Control Payment”	4.16
	“Change of Control Payment Date”	4.16
	“Covenant Defeasance”	8.03
	“Default Direction”	6.01
	“Directing Holder”	6.01
	“DTC”	2.03
	“Excess Proceeds”	4.11
	“Guaranteed Indebtedness” 	4.17
	“incur”	4.10
	“Legal Defeasance”	8.02
	“Noteholder Direction”	6.01
	“Offer Amount”	3.09
	“Offer Period”	3.09
	“Paying Agent”	2.03
	“Permitted Debt”	4.10
	“Position Representation”	6.01
	“Purchase Date”	3.09
	“Registrar”	2.03
	“Restricted Payments”	4.07
	“Subsidiary Guarantee”	4.17
	“Verification Covenant”	6.01


 






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Article
2



THE NOTES


 


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


 


Section
2.01       
Form and Dating.


 


(a)              
General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit
A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage or this Supplemental
Indenture. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.


 


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


 


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


 






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(c)              
Form of Initial Notes, Etc. All Initial Notes issued on the Issue Date are being or will be offered and sold by the
Initial Purchasers only (i) to QIBs (in which case they will be evidenced by one or more Rule 144A Global Notes) or (ii) in reliance
on Regulation S under the Securities Act (in which case they will be evidenced by one or more Regulation S Global Notes).


 


(d)              
Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream (or, in each case, equivalent documents setting forth the
procedures of Euroclear and Clearstream) shall be applicable to transfers of beneficial interests in Regulation S Global Notes
that are held by Participants through Euroclear or Clearstream.


 


Section
2.02       
Execution and Authentication.


 


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


 


If an Officer whose signature is on a Note
no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.


 


A Note shall not be valid until authenticated
by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Supplemental Indenture.


 


At any time and from time to time
after the execution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the
Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the
aggregate principal amount of $1,650,000,000, (ii) Additional Notes from time to time for original issue in aggregate
principal amount specified by the Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like
principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon a
written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such
Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether such Notes are to be Initial Notes, Additional Notes or Exchange Notes and whether the Notes are to be
issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably
request. The aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture
is unlimited.


 






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On the Issue Date, the Issuers will issue
Initial Notes in $1,650,000,000 aggregate principal amount in the form of one or more Rule 144A Global Notes and/or one or more
Regulation S Global Notes, as provided in Section 2.01(c). Any Notes offered and sold in reliance on the exemption from registration
under the Securities Act provided by Section 4(a)(2) thereunder or Rule 144A shall be issued as one or more Rule 144A Global Notes.
Any Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or more Regulation S Global
Notes.


 


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


 


Section
2.03       
Registrar and Paying Agent.


 


The Issuers shall maintain an office or
agency in the Borough of Manhattan, the City of New York, where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying 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. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to
this Supplemental Indenture. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


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


 


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


 


Section
2.04       
Paying Agent to Hold Money in Trust.


 


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


 






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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. 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.


 


Section
2.06       
Transfer and Exchange.


 


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


 


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


 


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


 


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


 


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


 






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


 


(i)                
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global
Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.
No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(i).


 


(ii)             
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver
to the Registrar either:


 


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


 


(B)             
instructions given in accordance with the Applicable Procedures containing information regarding the Participant account
to be credited with such increase; or


 


(C)             
a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged; and


 


(D)            
instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive
Note shall be registered to effect the transfer or exchange referred to in (A) above.


 






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


 


(iii)           
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global
Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global
Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:


 


(A)            
if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


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


 


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


 


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


 


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


 


(C)             
such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(D)            
such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation
S and the Registrar receives the following:


 






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


 


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


 


and, in each such case set forth in this subparagraph (D), if
the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.


 


If any such transfer is effected pursuant
to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant
to subparagraph (B) or (D) above.


 


Beneficial interests in an Unrestricted
Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest
in a Restricted Global Note.


 


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


 


(i)            
Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest
in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)            
if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for
a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications
in item (2)(i) thereof (provided that any such beneficial interest in Regulation S Global Note shall not be so exchangeable
until after the expiration of the 40-day distribution compliance period set forth in Regulation S);


 


(B)             
if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)             
if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904 under the Securities


 






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Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (2) thereof;


 


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


 


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


 


(F)             
if such beneficial interest is being transferred to the Issuers, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(ii) thereof; or


 


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


 


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


 


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


 


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


 






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


 


(C)             
such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(D)            
such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation
S and the Registrar receives the following:


 


(1)              
if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for
a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(ii) thereof; or


 


(2)              
if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate
from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph (D), if
the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.


 


(iii)          
Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial
interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions
set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person
designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination
or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such
Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
shall not bear the Private Placement Legend.


 






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


 


(i)            
Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt
by the Registrar of the following documentation:


 


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


 


(B)             
if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


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


 


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


 


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


 


(F)             
if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(ii) thereof; or


 


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


 


the Trustee shall cancel the Restricted Definitive Note, increase
or cause to be increased the aggregate principal amount of, in the case of subparagraph (A) above, the appropriate Restricted Global
Note, in the case of subparagraph (B) above, the Rule 144A Global Note or, in the case of subparagraph (C) above, the Regulation
S Global Note.


 






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(ii)           
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive
Note may exchange such Note for a beneficial


 


interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if:


 


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


 


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


 


(C)             
such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(D)            
such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation
S and the Registrar receives the following:


 


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


 


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


 


and, in each such case set forth in this subparagraph (D), if
the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.


 


Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.


 


(iii)          
Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request
for such an exchange or transfer, the


 






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Trustee shall cancel the applicable Unrestricted Definitive
Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal
to the principal amount of Definitive Notes so transferred.


 


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


 


(i)            
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to
and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:


 


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


 


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


 


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


 


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


 


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


 






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


 


(C)             
any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or


 


(D)            
such exchange or transfer is effected after the expiration of the 40-day distribution compliance period set forth in Regulation
S and the Registrar receives the following:


 


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


 


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


 


and, in each such case set forth
in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuers to the
effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 


(f)            Exchange
Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x)
they are not broker-dealers, (y) they are not participating in a distribution of the relevant Exchange Notes and (z) they are
not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the relevant Exchange Offer and (ii)
Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted
for exchange in the relevant Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted
Definitive Notes in the appropriate principal amount.


 






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(g)          
Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this
Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Supplemental Indenture:


 


(i)            
Private Placement Legend.


 


(A)           
Except as permitted by subparagraph (B) below, each Restricted Global Note and each Definitive Note (and all Notes issued
in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:


 


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


 






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(B)             
Notwithstanding the foregoing, any Initial Note and any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv),
(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement Legend.


 


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


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 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 10004) (“DTC”), TO EACH ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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


 


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


 






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


 


(i)           
General Provisions Relating to Transfers and Exchanges.


 


(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 Sections 2.10, 3.09, 4.11 and 4.16 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


(xii)         
Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated
in this Article 2, shall not be deemed to be an incurrence of Indebtedness.


 


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.


 






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


 


Section 2.08        
Outstanding Notes.


 


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


 


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


 


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


 


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


 


Section 2.09        
Treasury Notes.


 


In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person
directly or indirectly controlled by or under direct or indirect common control with the Issuers, 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.


 






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Section
2.11           Cancellation.


 


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


 


Section 2.12        
Defaulted Interest.


 


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


 


Section 2.13        
CUSIP Numbers.


 


The Issuers in issuing the Notes may use
 “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to
the 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.


 


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 60 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.


 






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Section 3.02        
Selection of Notes to Be Redeemed.


 


If less than all of the Notes are to be
redeemed at any time, the Trustee shall select the Notes for redemption, on a pro rata basis, by lot or in accordance with
any other method as the Trustee shall deem appropriate, or if the Notes are held in global form, the Notes shall be selected for
redemption by the Depositary in accordance with its applicable procedures.


 


In the event of partial redemption by lot,
the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 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.


 


Subject to the provisions of Section 3.09,
at least 10 days but not more than 60 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;


 






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(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; and


 


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


 


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 5 days prior to the notice 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, 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 60 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 (including Special Interest, if any) on all Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess
of the amounts necessary to pay the redemption price of, and accrued interest (including Special Interest, if any) on, all Notes
to be redeemed.


 






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


 


Section 3.06        
Notes Redeemed in Part.


 


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


 


Section 3.07        
Optional Redemption.


 


(a)          
Except as set forth in Sections 3.07(b), (c) and (d), the Issuers shall not have the option to redeem the Notes pursuant
to this Section 3.07 prior to February 15, 2025. The Issuers shall have the option to redeem the Notes, from and after February
15, 2025, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount of the Notes) set forth below plus accrued and unpaid interest thereon and Special Interest, if
any, to the applicable redemption date, if redeemed during the twelve month period beginning on February 15 of the years indicated
below:


 


	Year	 	 	Percentage	 
	 	2025	 	 	 	102.250	%
	 	2026	 	 	 	101.500	%
	 	2027	 	 	 	100.750	%
	 	2028 and thereafter	 	 	 	100.000	%



 


(b)          
At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal
amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 104.500% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds
of one or more Equity Offerings; provided that:


 


(i)            
at least 50% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes)
issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption, unless all such
Notes are redeemed substantially concurrently; and


 






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(ii)           
the redemption must occur within 180 days of the date of the closing of such Equity Offering.


 


(c)          
At any time and from time to time prior to February 15, 2025, the Issuers may redeem outstanding Notes, in whole or in part,
at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest,
if any, on such Notes to the redemption date plus the Make-Whole Premium. The Trustee shall have no responsibility for calculating
the Make-Whole Premium.


 


(d)          
Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or
Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do
not withdraw such Notes in such tender offer and the Issuers, or any third party making a such tender offer in lieu of the Issuers,
purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right
upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem
all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder
in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon,
to, but not including, the date of such redemption.


 


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.


 


Except as otherwise provided in Section
4.11 or Section 4.16 below, the Issuers shall not be required to make mandatory redemption payments with respect to the Notes.


 


Section 3.09         
Offer to Purchase by Application of Excess Proceeds.


 


In the event that the Issuers shall be required
to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they
shall follow the procedures specified below.


 


The Asset Sale Offer shall remain open for
a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by
applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant
to Section 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are
made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date.


 


If the Purchase Date is on or after an
interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the
Person in whose name a Note is registered at the close of business on such record date, and no Special Interest shall be
payable to Holders who tender Notes pursuant to the Asset Sale Offer.


 






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Upon the commencement of an Asset Sale Offer
the Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice
shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.
The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(a)          
that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset
Sale Offer shall remain open;


 


(b)          
the Offer Amount, the purchase price and the Purchase Date;


 


(c)          
that any Note not tendered or accepted for payment shall continue to accrue interest;


 


(d)          
that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer
shall cease to accrue interest after the Purchase Date;


 


(e)          
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum
denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only;


 


(f)           
that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer the Note
by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three
days before the Purchase Date;


 


(g)          
that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case
may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Note purchased;


 


(h)          
that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select
the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that
only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and


 


(i)            
that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer).


 






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On or before the Purchase Date, the
Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount
of Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than the Offer Amount has been tendered,
all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions
thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such
Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon
written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.


 


Other than as specifically provided in this
Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.


 


Article
4



COVENANTS


 


With respect to the Notes only, each Issuer
hereby agrees to expressly subject itself to the provisions of Article 4 of the Base Indenture and the following Sections 4.03
through 4.19 are hereby added to Article 4 of the Base Indenture:


 


Section 4.03        
Reports.


 


Whether or not required by the Commission,
so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in
the Commission’s rules and regulations:


 


(1)           all
quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated
financial statements of the Company by its independent public accountants; and


 


(2)           all
current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports.


 


If the Company has designated any of its
Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph
shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and
in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and
results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations
of the Unrestricted Subsidiaries of the Company.


 






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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 Voting Stock of the Issuers, measured by voting power rather than the
number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the
Issuers, measured by voting power rather than the number of shares) has provided a guarantee with respect to the Notes and has
furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding
paragraphs with respect to such Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding
Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial
information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions
of this Section 4.03.


 


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


 


Section 4.04        
Compliance Certificate.


 


(a)          
The Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate
stating that a review of the activities of the Issuers and their Subsidiaries during the preceding fiscal year have been made under
the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled
their obligations under this Supplemental Indenture and the Base Indenture, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every
covenant contained in this Supplemental Indenture and are not in default in the performance or observance of any of the terms,
provisions and conditions of this Supplemental Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose
to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason
of which payments on account of the principal of or interest, if any (including Special Interest, if any), on the Notes is prohibited
or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect
thereto.


 


(b)          
The Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming
aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action
the Issuers are taking or propose to take with respect thereto.


 


Section 4.05        
Taxes.


 


The Company shall pay, and shall cause
each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such
as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in
any material respect to Holders.


 






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Section 4.06       
Stay, Extension and Usury Laws.


 


Each of the Issuers covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Supplemental Indenture; and each of the Issuers (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.


 


Section 4.07       
Restricted Payments.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly:


 


(a)              
declare or pay any dividend or make any other payment or distribution on account of its or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or distributions payable (x) solely in Equity Interests (other
than Disqualified Stock) of the Company or (y) in the case of the Company and its Restricted Subsidiaries, to the Company or a
Restricted Subsidiary thereof);


 


(b)              
purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger
or consolidation involving the Company or any of its Restricted Subsidiaries) any Equity Interests of the Company or any direct
or indirect Parent of the Company or any Restricted Subsidiary of the Company (other than, in the case of the Company and its Restricted
Subsidiaries, any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); or


 


(c)              
make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness
of the Company (other than intercompany Indebtedness among the Company and its Restricted Subsidiaries that is permitted to be
incurred under this Supplemental Indenture) that is subordinated to the Notes, except a payment of interest or principal at the
Stated Maturity thereof (all such payments and other actions set forth in clauses (a) through (c) above being collectively referred
to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:


 


(1)       no
Default or Event of Default under this Indenture shall have occurred and be continuing or would occur as a consequence thereof;


 


(2)       the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10; and


 






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(3)       such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries from and after April 1, 2010 (excluding Restricted Payments permitted by clauses (2) through (17) of the next succeeding
paragraph and made on or after April 1, 2010), shall not exceed, at the date of determination, the sum of:


 


(a)       an
amount equal to 100% of the Consolidated EBITDA of the Company for the period beginning on the first day of the fiscal quarter
commencing April 1, 2010 to the end of the Company’s most recently ended full fiscal quarter for which internal financial
statements are available, taken as a single accounting period, less the product of 1.3 times the Consolidated Interest Expense
of the Company for such period, plus


 


(b)       an
amount equal to 100% of Capital Stock Sale Proceeds (reduced for purpose of this clause (b) by (A) any amount of such Capital Stock
Sale Proceeds (i) used in connection with an Investment made on or after the Issue Date pursuant to clause (5) of the definition
of “Permitted Investments,” (ii) applied to make a Restricted Payment pursuant to clause (2) or sub-clause (y)(2) of
clause (9) or clause (14) below, or (iii) relied upon for purposes of incurring Contribution Indebtedness and (B) the amount of
Restricted Payments made pursuant to sub-clause (A)(i), (B) or (C) of clause (8) and sub-clause (y)(1) of clause (9) below, in
each case, by an amount not to exceed the amount of Capital Stock Sale Proceeds from any Charter Subsidiary Refinancing Indebtedness
or Charter Parent Refinancing Indebtedness), plus


 


(c)       $2.0
billion.


 


The preceding provisions shall
not prohibit:


 


(1)       the
payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would
have complied with the provisions of this Supplemental Indenture;


 


(2)       the
redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company in exchange
for, or out of the net proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests
of the Company (other than Disqualified Stock);


 


(3)       the
defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any of its Restricted Subsidiaries
with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;


 


(4)       the
payment of any dividend or other distribution, which need not be pro rata, to the extent necessary to permit direct or
indirect Beneficial Owners of shares of Capital Stock of the Company to pay federal, state or local income tax liabilities
that would arise solely from income of the Company or any of its Restricted Subsidiaries, as the case may be, for the
relevant taxable period being attributable to them;


 






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(5)       the
payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;


 


(6)       the
repurchase, redemption or other acquisition or retirement for value, or the payment of any dividend or distribution to the extent
necessary to permit the repurchase, redemption or other acquisition or retirement for value, of any Equity Interests of the Company
or a Parent of the Company held by any member of the Company’s or such Parent’s management pursuant to any management
equity subscription agreement or stock option agreement entered into in accordance with the policies of the Company or any Parent;
provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed $50.0 million in any fiscal year of the Issuers;


 


(7)       payment
of fees in connection with any acquisition, merger or similar transaction in an amount that does not exceed an amount equal to
1.25% of the transaction value of such acquisition, merger or similar transaction;


 


(8)       (A)
additional Restricted Payments directly or indirectly to any Parent (i) for the purpose of enabling any Parent to pay interest
when due on Indebtedness under any Charter Parent Refinancing Indebtedness or (ii) so long as no Default has occurred and is continuing
and the Company would have been permitted, at the time of such Restricted Payment and after giving pro forma effect thereto
as if such Restricted Payment had been made at the beginning of the applicable quarter period, to incur at least $1.00 of additional
Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10, consisting of dividends or distributions
to the extent required to enable any Parent to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire
for value Indebtedness under any Charter Parent Refinancing Indebtedness (including any expenses and fees incurred by any Parent
in connection therewith); (B) so long as no Default has occurred and is continuing, Restricted Payments used to defease, redeem,
repurchase, prepay, repay, discharge or otherwise acquire or retire for value Indebtedness under any Charter Parent Refinancing
Indebtedness or consisting of purchases, redemptions or other acquisitions by the Company or its Restricted Subsidiaries of Indebtedness
under any Charter Parent Refinancing Indebtedness (including any expenses and fees incurred by the Company and its Restricted Subsidiaries
in connection therewith) and the distribution, loan or investment to any Parent of Indebtedness so purchased, redeemed or acquired;
or (C) Restricted Payments for the purpose of enabling any Parent to (i) pay interest when due on Indebtedness under any Charter
Subsidiary Refinancing Indebtedness or (ii) to defease, redeem, repurchase, prepay, repay, discharge or otherwise acquire or retire
for value Indebtedness under any Charter Subsidiary Refinancing Indebtedness (including any expenses and fees incurred by the Company
and its Restricted Subsidiaries in connection therewith);


 






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(9)       Restricted
Payments directly or indirectly to any Parent regardless of whether a Default exists (other than an Event of Default under paragraph
(1), (2), (7) or (8) of Section 6.01), for the purpose of enabling such Person (A) to pay interest on and (B) so long as the Company
would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Leverage Ratio test set forth in the first paragraph of Section 4.10 to defease, redeem, repurchase, prepay, repay,
discharge or otherwise acquire or retire, in each case, Indebtedness of such Parent (x) which is not held by another Parent and
(y) to the extent that the net cash proceeds of such Indebtedness are or were used for the (1) payment of interest or principal
(or premium) on any Indebtedness of a Parent (including (A) by way of a tender, redemption or prepayment of such Indebtedness and
(B) amounts set aside to prefund any such payment), (2) direct or indirect (including by way of a contribution of property and/or
assets purchased with such net cash proceeds) Investment in the Company or any of its Restricted Subsidiaries or (3) payment of
amounts that would be permitted to be paid by way of a Restricted Payment under clause (10) immediately below (including the expenses
of any exchange transaction);


 


(10)       Restricted
Payments directly or indirectly to any Parent of (A) attorneys’ fees, investment banking fees, accountants’ fees, underwriting
discounts and commissions and other customary fees and expenses (including any commitment and other fees payable in connection
with Credit Facilities) actually incurred in connection with any issuance, sale or incurrence by such Parent of Equity Interests
or Indebtedness, or any exchange of securities or tender for outstanding debt securities, or (B) the costs and expenses of any
offer to exchange privately placed securities in respect of the foregoing for publicly registered securities or any similar concept
having a comparable purpose;


 


(11)      the
redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or Indebtedness of the Issuers or
any Equity Interests of any direct or indirect parent of the Company, in exchange for, or out of the proceeds of the substantially
concurrent sale (other than to an Issuer or a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect
parent of the Company (in each case, other than any Disqualified Stock);


 


(12)     the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuers or any Restricted Subsidiary
issued in accordance with Section 4.10;


 


(13)     so
long as no Default has occurred and is continuing, other Restricted Payments in an aggregate amount outstanding taken together
with all other Restricted Payments made pursuant to this clause (13) not to exceed $100.0 million outstanding at any one time;


 


(14)      Restricted
Payments to pay all or a portion of the consideration payable for any Investment that would have been permitted to be made by
the Issuers under this Indenture including, without limitation, the true up payments pursuant to the Bright House Acquisition
Agreement; provided that the assets or Equity Interests acquired in such Investment (to the extent of amounts
distributed by the Issuers to make such Investment) are promptly contributed to the capital of the Company;


 






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(15)       so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Restricted Payments; provided
that the Leverage Ratio, after giving pro forma effect to such Restricted Payment, is less than or equal to 3.50 to 1.00;


 


(16)       any
distributions to any Parent to permit such Parent to pay (i) attorneys’ fees, investment banking fees, accountants’
fees, underwriting discounts and commissions and other customary fees and expenses (including any commitment and other fees payable
in connection with credit facilities) actually incurred in connection with any issuance, sale or incurrence by such Parent of Equity
Interests or Indebtedness, any exchange of securities or a tender for outstanding debt securities or any actual or proposed Investment,
(ii) the costs and expenses of any offer to exchange privately placed securities in respect of the foregoing for publicly registered
securities or any similar concept having a comparable purpose or (iii) other administrative expenses (including legal, accounting,
other professional fees and costs, printing and other such fees and expenses) incurred in the ordinary course of business, in an
aggregate amount in the case of this clause (iii) not to exceed $5.0 million in any fiscal year; and


 


(17)       Restricted
Payments in an aggregate amount not to exceed an amount equal to the sum of Total Leverage Excess Proceeds and Declined Excess
Proceeds that has not been used to make any Investments pursuant to clause (21) of the definition of “Permitted Investments.”


 


The amount of all Restricted Payments (other
than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred
or issued by the Company or any of its Restricted Subsidiaries pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors of the Company,
whose resolution with respect thereto shall be delivered to the Trustee. Such Board of Directors’ determination must be based
upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market
value exceeds $100.0 million.


 


Not later than the date of making any Restricted
Payment other than in the form of cash having a fair market value in excess of $150.0 million, the Issuers shall deliver to the
Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which
the calculations required by this Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required
by this Supplemental Indenture.


 


For purposes of determining compliance
with this Section 4.07, in the event that a Restricted Payment, when made, met the criteria of more than one of the
categories described in clauses (1) through (17) above, or was permitted pursuant to the first paragraph of this Section
4.07, the Issuers will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or
later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 4.07.


 






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Section 4.08       
Investments.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly:


 


(1)       make
any Restricted Investment; or


 


(2)       allow
any of its Restricted Subsidiaries to become an Unrestricted Subsidiary,


 


unless:


 


(a)       in
each case, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and


 


(b)       in
the case of a Restricted Investment only, the Company would, at the time of, and after giving effect to, such Restricted Investment,
have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first
paragraph of Section 4.10.


 


An Unrestricted Subsidiary may be redesignated
as a Restricted Subsidiary if such redesignation would not cause a Default.


 


For purposes of determining compliance with
this Section 4.08, in the event that an Investment, when made, met the criteria above or was a Permitted Investment, the Issuers
will be entitled to classify such Investment (or portion thereof) on the date of its payment or later reclassify such Investment
(or portion thereof) (i) as a Permitted Investment or (ii) in any manner that complies with this Section 4.08.


 


Section 4.09       
Dividend and Other Payment Restrictions Affecting Subsidiaries.


 


The Company shall not, directly or indirectly,
create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries
(other than any Restricted Subsidiaries that guarantee the Notes) to:


 


(a)       pay
dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect
to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries;


 


(b)       make
loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(c)       transfer
any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 






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However, the preceding restrictions shall
not apply to encumbrances or restrictions existing under or by reason of:


 


(1)       Existing
Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and
any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof,
provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or
refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those
contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;


 


(2)       this
Supplemental Indenture and the Notes;


 


(3)       applicable
law, rule, regulation or order;


 


(4)       any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;


 


(5)       customary
non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of
business and consistent with past practices;


 


(6)       purchase
money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired
of the nature described in clause (c) of the preceding paragraph;


 


(7)       any
agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted
Subsidiary pending its sale or other disposition;


 


(8)       Permitted
Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced;


 


(9)       Liens
securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company
or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;


 


(10)       provisions
with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;


 






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(11)       restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(12)       restrictions
contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are
no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit
Facilities as in effect on the Issue Date;


 


(13)       restrictions
that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management
of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments
as required under the Notes; and


 


(14)       any
encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided
that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are,
in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and
other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing.


 


Section 4.10       
Incurrence of Indebtedness and Issuance of Preferred Stock.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including,
for the avoidance of doubt, Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred Stock, provided that the Company or any of
its Restricted Subsidiaries may incur Indebtedness (including, for the avoidance of doubt, Acquired Debt) or the Company may issue
Disqualified Stock and Restricted Subsidiaries may issue Preferred Stock if the Leverage Ratio of the Company and its Restricted
Subsidiaries would have been not greater than 6.0 to 1.0 and in each case, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified
Stock or Preferred Stock had been issued, as the case may be, at the beginning of the most recently ended fiscal quarter.


 


The first paragraph of this Section 4.10
shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


 


(1)       the
incurrence by the Company and its Restricted Subsidiaries of Indebtedness under Credit Facilities; provided that the aggregate
principal amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding under this clause (1) for all Credit
Facilities of the Company and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal
to $6.0 billion;


 






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(2)       the
incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (including Indebtedness outstanding under Credit
Facilities on the Issue Date);


 


(3)       the
incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by the Initial Notes (and any Exchange Notes
in respect thereof);


 


(4)       the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price
or cost of construction or improvement (including, without limitation, the cost of design, development, construction, acquisition,
transportation, installation, improvement, and migration) of Productive Assets of the Company or any of its Restricted Subsidiaries,
in an aggregate principal amount not to exceed the greater of (i) $1.5 billion and (ii) 5.0% of Consolidated Net Tangible Assets
at any time outstanding pursuant to this clause (4);


 


(5)       the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness)
that was permitted by this Supplemental Indenture to be incurred under this clause (5), the first paragraph of this Section 4.10
or clause (2), (3), (9) or (12) of this second paragraph;


 


(6)       the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided that:


 


(a)       if
the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full
in cash of all Obligations with respect to the Notes; and


 


(b)       (i)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is
not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness
that was not permitted by this clause (6);


 


(7)       the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);


 


(8)       the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that was
permitted to be incurred by another provision of this Section 4.10;


 






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(9)       Acquired
Debt or Disqualified Stock of a Person that becomes, or is merged into, a Restricted Subsidiary or any Issuer; provided,
however, that after giving pro forma effect thereto as if such acquisition or merger had been made at the beginning
of the applicable quarter period, the Leverage Ratio of the Company and its Restricted Subsidiaries is equal to or less than immediately
prior to such transaction;


 


(10)       the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or Preferred Stock
in an aggregate principal amount at any time outstanding under this clause (10), not to exceed the greater of (i) $1.5 billion
and (ii) 5.0% of Consolidated Net Tangible Assets;


 


(11)       the
accretion or amortization of original issue discount and the write up of Indebtedness in accordance with purchase accounting;


 


(12)       Contribution
Indebtedness;


 


(13)       Indebtedness
arising from agreements of any Issuer or a Restricted Subsidiary providing for and to the extent of indemnification, adjustment
of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of
any business, assets or a Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or a Subsidiary for the purpose of financing such acquisition; and


 


(14)       Indebtedness
from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds
in the ordinary course of business; provided that such Indebtedness is extinguished within 10 business days of its incurrence.


 


In the event that an item of Indebtedness,
Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted
Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (14) of the second paragraph of this Section
4.10 or is entitled to be incurred pursuant to the first paragraph of this Section 4.10, the Issuers, in their sole discretion,
may classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only
be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses
or the first paragraph of this Section 4.10. Additionally, all or any portion of any item of Indebtedness may later be reclassified
as having been incurred pursuant to any category of permitted Indebtedness described in clauses (1) through (14) above or pursuant
to the first paragraph of this Section 4.10 so long as such Indebtedness, Disqualified Stock or Preferred Stock is permitted to
be incurred pursuant to such provision at the time of reclassification. At the time of incurrence, the Issuers will be entitled
to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness,
Disqualified Stock or Preferred Stock described above in this Section 4.10.


 


Section 4.11       
Limitation on Asset Sales.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 






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(1)       the
Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value
of the assets or Equity Interests issued or sold or otherwise disposed of;


 


(2)       such
fair market value is determined by the Board of Directors of the Company; and


 


(3)       at
least 75% of the consideration from such Asset Sale, together with all other Asset Sales since the Issue Date on a cumulative basis
(including by way of relief from, or by any other Person assuming responsibility for, any liability, contingent or otherwise) received
by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or readily marketable securities.


 


For purposes of this Section 4.11, each
of the following shall be deemed to be cash:


 


(a)       any
liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or
any Restricted Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the
Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company
or such Restricted Subsidiary from further liability;


 


(b)       any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the recipient thereof into cash, Cash Equivalents or readily marketable securities within 180 days after receipt thereof
(to the extent of the cash, Cash Equivalents or readily marketable securities received in that conversion);


 


(c)       Productive
Assets; and


 


(d)       any
Designated Noncash Consideration received by the Issuers or any Restricted Subsidiary in such Asset Sale having an aggregate fair
market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (d) that is at that
time outstanding, not to exceed the greater of (i) $4.5 billion and (ii) 3.0% of Total Assets, with the fair market value of each
item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in
value.


 


Within 450 days after the receipt of any
Net Proceeds from an Asset Sale, the Company or a Restricted Subsidiary thereof may apply an amount equal to the Applicable Percentage
of such Net Proceeds (the “Applicable Proceeds”) at its option:


 


(1)       to
repay or otherwise retire debt under the Credit Facilities or any other Indebtedness of the Restricted Subsidiaries of the Company
(other than Indebtedness represented solely by a guarantee of a Restricted Subsidiary of the Company);


 


(2)       to
repay or otherwise retire unsecured Indebtedness of the Company, so long as a pro rata offer is made in accordance with the procedures
set forth in the next paragraph to all holders of other unsecured Indebtedness issued by the Company; or


 






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(3)       to
invest in Productive Assets; provided that any such amount of Net Proceeds which the Company or a Restricted Subsidiary
thereof has committed to invest in Productive Assets within 450 days of the applicable Asset Sale may be invested in Productive
Assets within two years of such Asset Sale;


 


provided that (1) pending the final application of the
amount of any such Applicable Proceeds pursuant to this


 


Section 4.11, the Company or a Restricted Subsidiary of the
Company may apply such Applicable Proceeds temporarily to reduce Indebtedness (including under the Credit Facilities) or otherwise
apply such Applicable Proceeds in any manner not prohibited by the Indenture, and (2) the Company or a Restricted Subsidiary of
the Company, as the case may be, may elect to invest in Productive Assets prior to receiving the Applicable Proceeds attributable
to any given Asset Sale (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the
relevant Asset Sale, execution of a definitive agreement for the relevant Asset Sale, and consummation of the relevant Asset Sale)
and deem the amount so invested to be applied pursuant to and in accordance with clause (3) above with respect to such Asset Sale.


 


If, with respect to any Asset Sale, at the
expiration of the 450-day period with respect to such Asset Sale, there remains Applicable Proceeds in excess of the greater of
$250.0 million and 1.0% of Consolidated Net Tangible Assets (such amount of Applicable Proceeds that are equal to the greater of
$250.0 million and 1.0% of Consolidated Net Tangible Assets, “Excess Proceeds”), the Company shall make an offer
to all Holders (an “Asset Sale Offer”) and all holders of other Indebtedness that is of equal priority with
the Notes containing provisions requiring offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of Notes and such other Indebtedness of equal priority that may be purchased out of the Excess Proceeds. For the
avoidance of doubt, the Company may make an Asset Sale Offer at any time within 450 days after the receipt of any Net Proceeds
from an Asset Sale, and/or prior to an Asset Sale (subject to the occurrence of an Asset Sale), or with respect to any Excess Proceeds.
The offer price in any Asset Sale Offer shall be payable in cash and equal to 100.0% of the principal amount of the subject Notes
plus accrued and unpaid interest and Special Interest, if any, to the date of purchase. If the aggregate principal amount of Notes
and such other Indebtedness of equal priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
shall select the Notes (on as nearly a pro rata basis as possible among the Notes subject to DTC procedures) and such other Indebtedness
of equal priority to be purchased on a pro rata basis.


 


If any Excess Proceeds remain after consummation
of an Asset Sale Offer (such remaining Excess Proceeds, “Declined Excess Proceeds”), then the Company or any
Restricted Subsidiary thereof may use such Declined Excess Proceeds for any purpose not otherwise prohibited by this Supplemental
Indenture. Upon completion of any Asset Sale Offer, the amount of Applicable Proceeds and Excess Proceeds shall be reset at zero.


 


In the event that the Company shall be required
to commence an offer to Holders to purchase Notes pursuant to this Section 4.11, it shall follow the procedures specified in Section
3.09.


 






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Section
4.12        [Reserved].


 


Section 4.13       
Transactions with Affiliates.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties
or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:


 


(1)       such
Affiliate Transaction is on terms, taken as a whole, that are no less favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person; and


 


(2)       the
Company delivers to the Trustee:


 


(a)       with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received
by the Company or any such Restricted Subsidiary in excess of $25.0 million, a resolution of the Board of Directors of the Company
or Charter set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.13
and that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors; and


 


(b)       with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received
by the Company or any such Restricted Subsidiary in excess of $100.0 million, an opinion as to the fairness to the Company of such
Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national
standing.


 


The following items shall not be deemed
to be Affiliate Transactions and, therefore, shall not be subject to the provisions of the prior paragraph:


 


(1)       any
existing employment agreement entered into by the Company or any of its Subsidiaries and any employment agreement entered into
by the Company or any of its Restricted Subsidiaries in the ordinary course of business;


 


(2)       transactions
between or among the Company and/or its Restricted Subsidiaries;


 


(3)       payment
of reasonable directors fees to Persons who are not otherwise Affiliates of the Company and customary indemnification and insurance
arrangements in favor of directors and officers, regardless of affiliation with the Company or any of its Restricted Subsidiaries;


 


(4)       payment
of Management Fees;


 






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(5)       Restricted
Payments that are permitted by Section 4.07 and Restricted Investments that are permitted by Section 4.08;


 


(6)       Permitted
Investments;


 


(7)       transactions
pursuant to, and the performance of, agreements existing on the Issue Date, as in effect on the Issue Date, or as subsequently
modified, supplemented, or amended, to the extent that any such modifications, supplements or amendments complied with the applicable
provisions of the first paragraph of this Section 4.13;


 


(8)       the
assignment and assumption of contracts (which contracts are entered into prior to the Issue Date on an arms-length basis in the
ordinary course of business of the relevant Parent), reasonably related to the business of the Company and the assignment and assumption
of which would not result in the incurrence of any Indebtedness by the Company or any Restricted Subsidiary to a Restricted Subsidiary
by a Parent;


 


(9)       transactions
with a Person that is an Affiliate solely as a result of the fact that the Company or a Restricted Subsidiary controls or otherwise
owns Equity Interests of such Person;


 


(10)       equity
contributions in, and the issuance of Equity Interests of, the Company;


 


(11)       any
(x) purchases of any class of Indebtedness from, or lending of any class of Indebtedness to, the Company or any of its Restricted
Subsidiaries so long as the amount of Indebtedness of such class purchased or loaned by such Affiliates does not exceed 25% of
the applicable class of Indebtedness offered to non-Affiliate investors generally and (y) repurchases, redemptions or other retirements
for value by the Company or any of its Restricted Subsidiaries of Indebtedness of any class held by any Affiliate of the Company
so long as such repurchase, redemption or other retirement for value is on the same terms as are made available to investors holding
such class of Indebtedness generally and Affiliates hold no more than 25% of such class of Indebtedness; and


 


(12) any loans that satisfy Section
4.13(1) that are not otherwise prohibited under this Indenture.


 


Section 4.14       
Liens.


 


The Company shall not, directly or indirectly,
create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness on any asset of the Company, whether owned
on the Issue Date or thereafter acquired, except Permitted Liens.


 


Section 4.15       
Existence.


 


Subject to, and as permitted under,
Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
limited liability company existence, and the corporate, partnership or other existence of each of its Subsidiaries, in
accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any
such Subsidiary; provided, however, that the Company shall not be required to preserve or keep the corporate,
partnership or other existence of any of its Subsidiaries (other than Capital Corp if the other Issuer is not then a
corporation), if the Company shall determine that the preservation or keeping thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Company and its Restricted Subsidiaries, taken as a whole.


 






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Section 4.16       
Repurchase at the Option of Holders upon a Change of Control Triggering Event.


 


If a Change of Control Triggering Event
occurs, each Holder shall have the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of that Holder’s Notes pursuant to a “Change of Control Offer.” In the Change of
Control Offer, the Issuers shall offer a “Change of Control Payment” in cash equal to 101% of the aggregate principal
amount of the Notes repurchased plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase.


 


Within ten days following any Change of
Control Triggering Event, the Issuers shall transmit a notice to each Holder (with a copy to the Trustee) describing the transaction
or transactions that constitute the Change of Control Triggering Event and stating:


 


(1)       the
purchase price and the purchase date, which shall not exceed 30 Business Days from the date such notice is mailed (the “Change
of Control Payment Date”);


 


(2)       that
any Note not tendered shall continue to accrue interest;


 


(3)       that,
unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Payment Date;


 


(4)       that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment
Date;


 


(5)       that
Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the
second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of
the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election
to have the Notes purchased; and


 


(6)       that
Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral
multiple of $1,000 in excess thereof.


 






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To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.16, the Issuers’ compliance with such laws
and regulations shall not in and of itself cause a breach of their obligations under this Section 4.16.


 


On the Change of Control Payment Date, the
Issuers shall, to the extent lawful:


 


(1)       accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;


 


(2)       deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered;
and


 


(3)       deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Issuers.


 


The Paying Agent shall promptly transmit
to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.


 


The provisions described above that require
the Issuers to make a Change of Control Offer following a Change of Control Triggering Event shall be applicable regardless of
whether or not any other provisions in this Supplemental Indenture are applicable. Except as described above with respect to a
Change of Control Triggering Event, this Supplemental Indenture does not contain provisions that permit Holders to require that
the Issuers repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.


 


Notwithstanding any other provision of this
Section 4.16, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if
a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set
forth in this Supplemental Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.


 


In the event that Holders of not less
than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers purchase
all of the Notes held by such Holders, the Issuers will have the right, upon not less than 10 nor more than
60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control
Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal
to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid
interest on the Notes that remain outstanding, to, but not including, the date of redemption (subject to the right of Holders
of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the
redemption date).


 






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Section 4.17       
Limitations on Issuances of Guarantees of Indebtedness.


 


The Company shall not permit any of its
Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the Company except in respect of the Credit
Facilities of the Company (the “Guaranteed Indebtedness”) unless:


 


(1)       such
Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee (a “Subsidiary
Guarantee”) of the payment of the Notes by such Restricted Subsidiary; and


 


(2)       until
all the Notes have been satisfied in full, such Restricted Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any
other Restricted Subsidiary thereof as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee;


 


provided that this paragraph
shall not be applicable to any Guarantee or any Restricted Subsidiary that existed at the time such Person became a Restricted
Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.


 


If the Guaranteed Indebtedness is subordinated
to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to
the extent that the Guaranteed Indebtedness is subordinated to the Notes.


 


If any Guarantor is released from its obligations
on Guaranteed Indebtedness it shall be automatically released from its obligation with respect to its Guarantee of the Notes hereunder.


 


Section 4.18       
Special Interest Notice.


 


In the event the Issuers are required to
pay Special Interest, the Issuers shall provide written notice to the Trustee of the Issuers’ obligation to pay Special Interest
no later than 15 days prior to the next interest payment date, which notice shall set forth the amount of the Special Interest
to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holders
to determine whether the Special Interest is payable or the amount thereof.


 


Section 4.19       
Termination of Covenants.


 


When the Notes (a) have Investment Grade
Ratings from two of the Rating Agencies and (b) no Default or Event of Default has occurred and is continuing, the Company and
its Restricted Subsidiaries shall thereafter not be subject to the provisions of Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and
clause (D) of the first paragraph of Section 5.01. The Issuers shall give written notice to the Trustee of the satisfaction of
conditions (a) and (b) of this Section 4.19.


 






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Article
5


 


SUCCESSORS


 


With respect to the Notes only, each Issuer
hereby agrees to expressly subject itself to the provisions of Article 5 of the Base Indenture and Section 5.01 of the Base Indenture
is hereby replaced with the following:


 


Section 5.01       
Merger, Consolidation or Sale of Assets.


 


Neither Issuer may, directly or indirectly:
(1) consolidate or merge with or into another Person or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of its assets, in one or more related transactions, to another Person; unless:


 


(a)              
either:


 


(i)                
such Issuer is the surviving Person; or


 


(ii)             
the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment,
transfer, conveyance or other disposition shall have been made is a Person organized or existing under the laws of the United States,
any state thereof or the District of Columbia; provided that if the Person formed by or surviving any such consolidation
or merger with such Issuer is a limited liability company or a Person other than a corporation, a corporate co-issuer shall also
be an obligor with respect to the Notes;


 


(b)              
the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such
sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of such Issuer under
the Notes and this Supplemental Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee;


 


(c)              
immediately after such transaction no Default or Event of Default exists; and


 


(d)              
such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) will, on the
date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the most recently ended fiscal quarter,


 


(x)       be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph
of Section 4.10; or


 


(y)       have
a Leverage Ratio immediately after giving effect to such consolidation or merger no greater than the Leverage Ratio immediately
prior to such consolidation or merger.


 


In addition, the Company may not,
directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to
any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among any of the Company’s Wholly Owned Restricted Subsidiaries.


 






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Article
6



DEFAULTS AND REMEDIES


 


With respect to the Notes only, each Issuer
hereby agrees to expressly subject itself to the provisions of Article 6 of the Base Indenture and the following is hereby added
to Section 6.01 of the Base Indenture:


 


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


 


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


 






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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.


 


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


 


Article
7



TRUSTEE


 


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


 


Section 7.01       
Duties of Trustee.


 


(1)       If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Supplemental Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


(2)       Except
during the continuance of an Event of Default:


 


(a)       the
duties of the Trustee shall be determined solely by the express provisions of this Supplemental Indenture and the Trustee need
perform only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants
or obligations shall be read into this Supplemental Indenture against the Trustee; and


 


(b)       in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions required to be furnished to the Trustee
hereunder and conforming to the requirements of this Supplemental Indenture. However, in the case of certificates or opinions
specifically required by any provision hereof to be furnished to it, the Trustee shall examine such certificates and opinions
to determine whether or not they conform to the requirements of this Supplemental Indenture (but need not confirm or
investigate the accuracy of any mathematical calculations or other facts stated therein).


 






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(3)       The
Trustee may not be relieved from liabilities for its own gross negligent action, its own gross negligent failure to act, or its
own willful misconduct, except that:


 


(a)       this
paragraph (3) does not limit the effect of paragraph (2) of this Section 7.01;


 


(b)       the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was grossly negligent in ascertaining the pertinent facts; and


 


(c)       the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 of the Base Indenture.


 


(4)       Whether
or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trustee is
subject to paragraphs (1), (2), and (3) of this Section 7.01.


 


(5)       No
provision of this Supplemental Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The
Trustee shall be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request
of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss,
liability, claim, damage or expense.


 


(6)       The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(7)       The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or documents.


 


Section 7.02       
Rights of Trustee.


 


(1)       The
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document (whether in its original
or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.


 


(2)       Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the written advice or
opinion of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 






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(3)       The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care.


 


(4)       The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Supplemental Indenture.


 


(5)       Unless
otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the Issuers shall
be sufficient if signed by an Officer of the Issuers.


 


(6)       The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at the
request or direction of any of Holder unless such Holder shall have offered to the Trustee security or indemnity satisfactory to
it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


(7)       The
Trustee shall not be charged with knowledge of any Default or Event of Default unless either (a) a Responsible Officer of the Trustee
shall have actual knowledge of such Default or Event of Default or (b) written notice of such Default or Event of Default shall
have been given to and received at the Corporate Trust Office of the Trustee by the Issuers or any Holder and such notice references
the Notes and this Supplemental Indenture.


 


(8)       The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and
shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


(9)       In
no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(10)       The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder.


 






    -77-


     


    

 


(11)       The
Trustee may request that the Issuers deliver certificates setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Supplemental Indenture.


 


Section 7.03       
Individual Rights of Trustee.


 


The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with
the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest,
it must eliminate such conflict within 90 days and apply to the SEC for permission to continue as trustee or resign. Any Agent
may do the same with like rights and duties. The Trustee is also subject to Section 7.10.


 


Section 7.04       
Trustee’s Disclaimer.


 


The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Supplemental Indenture or the Notes, it shall not be accountable
for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction
under any provision of this Supplemental Indenture, it shall not be responsible for the use or application of any money received
by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement
in the Notes or any other document in connection with the sale of the Notes or pursuant to this Supplemental Indenture other than
its certificate of authentication.


 


Section 7.05       
Notice of Defaults.


 


If a Default or Event of Default occurs
and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall deliver to Holders a notice of
the Default or Event of Default within 90 days after the Trustee acquires knowledge thereof. Except in the case of a Default or
Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of
Holders.


 


Section 7.06       
[Reserved].


 


Section 7.07       
Compensation and Indemnity.


 


The Issuers shall pay to the Trustee from
time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall
reimburse the Trustee promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to
the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.


 


The Issuers shall, jointly and
severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages or
expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration
of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture
against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or
any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own
gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek
indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall
not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such
counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably
withheld.


 






    -78-


     


    

 


The obligations of the Issuers in this Section
7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture.


 


To secure the Issuers’ payment obligations
in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee,
except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive
the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.


 


Section 7.08       
Replacement of the Trustee.


 


A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section 7.08.


 


The Trustee may resign in writing at any
time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount
of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove
the Trustee if:


 


(a)              
the Trustee fails to comply with Section 7.10;


 


(b)              
the Trustee is adjudged as bankrupt or as insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;


 


(c)              
a custodian or public officer takes charge of the Trustee or its property; or


 


(d)              
the Trustee becomes incapable of acting.


 






    -79-


     


    

 


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one
year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.


 


If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10%
in principal amount of the then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction
for the appointment of a successor Trustee.


 


If the Trustee, after written request by
any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Supplemental Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.


 


Section 7.09       
Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall
be the successor Trustee.


 


Section 7.10       
Eligibility; Disqualification.


 


There shall at all times be a Trustee hereunder
that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that
is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or
state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published
annual report of condition.


  



    -80-


     


    





 


Article
8


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


With respect to the Notes only, clause (a)
of Section 8.02 of the Base Indenture is hereby replaced with the following:


 


Section 8.02 Legal Defeasance and Discharge


 





(a)        the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest and Special
Interest, if any, on the Notes when such payments are due from the trust referred to below;


 


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


 


Section
8.03      Covenant Defeasance.


 


Upon the Issuers’ exercise under Section
8.01 of the Base Indenture of the option applicable to this Section 8.03, the Issuers shall, subject to the satisfaction of the
conditions set forth in Section 8.04 of the Base Indenture, be released from their obligations under the covenants contained in
Article 5 and Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.16, 4.17 and 4.19 with respect to the outstanding Notes
on and after the date the conditions set forth in Section 8.04 of the Base Indenture are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Supplemental
Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 of the Base
Indenture of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(3) through 6.01(6) of the Base Indenture shall not constitute Events of Default.


 






    -81-


     


    

 


Article
9


 


AMENDMENT, SUPPLEMENT AND WAIVER


 


With respect to the Notes only, each Issuer
hereby agrees to expressly subject itself to the provisions of Article 9 of the Base Indenture and clauses (3), (9) and (10) of
Section 9.01 of the Base Indenture are hereby replaced with the following:


 


Section 9.01     
Without Consent of Holders of Notes.


 


(3)        provide
for or confirm the issuance of Additional Notes or the Exchange Notes pursuant to the Registration Rights Agreement;


 


(9)        change
or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective
only when there are no outstanding Notes of any series created prior to the execution of such supplemental indenture that is
entitled to the benefit of such provision and as to which such supplemental indenture would apply;


 


(10)      evidence
and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more series of Notes and
to add to or change any of the provisions of this Indenture as shall be necessary for or to facilitate the administration of the
trusts hereunder by more than one Trustee; and


 


With respect to the Notes only, the following
is hereby included as clause (11) of Section 9.01 of the Base Indenture:


 


(11)      make
any amendment to the 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.”


 


With respect to the Notes only, clauses (2)
and (7) of Section 9.02 of the Base Indenture are hereby replaced with the following:


 


Section 9.02     
With Consent of Holders of Notes.


 


(2)        reduce
the principal of or change the fixed maturity of any Note or alter the payment provisions with respect to the redemption of the
Notes (other than a payment required by Section 3.09, Section 4.11, or Section 4.16 of this Supplemental Indenture), provided
that the provisions regarding the notice and timing thereof may be amended with the consent of the Holders of a majority in aggregate
principal amount of the Notes;


 


(7)        waive
a redemption payment with respect to any Note (other than a payment required by Section 3.09, Section 4.11, or Section 4.16 of
this Supplemental Indenture); or


 






    -82-


     


    

 


Article
12


 


MISCELLANEOUS


 


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


 


Section 12.13 Table of Contents, Headings,
etc.


 


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


 


With respect to the Notes only, the following
Sections 12.17 and 12.18 are hereby added to Article 12 of the Base Indenture:


 


Section 12.17 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 (and any Subsidiary Guarantees endorsed thereon).


 


Section 12.18 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 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.


 






    -83-


     


    

 


Article
13


 


SATISFACTION AND DISCHARGE


 


Section
13.01    Satisfaction and
Discharge of Supplemental Indenture


 


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


 


(1)           either


 


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


 


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


 


(i)        
have become due and payable; or


 


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


 


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


 


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


 


(2)           the
Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers; and


 


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


 


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, and, if money shall have
been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 13.01, the obligations of the Trustee under
Section 13.02 shall survive such satisfaction and discharge.


 


Section 13.02   
Application of Trust Money.


 


All money deposited with the Trustee pursuant
to Section 13.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Supplemental
Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest (including Special Interest, if any) for whose payment such money has been
deposited with the Trustee.


 


[Signatures on following page]


 






    -84-


     


    

 


Dated as of February 18, 2020


 





		CCO HOLDINGS, LLC, as an Issuer








 





	 	By:	/s/ Jessica Fischer
	 	 	Name: 	Jessica Fischer
	 	  	Title:	Senior Vice President - Finance and Corporate Treasurer  




 





	 	CCO HOLDINGS CAPITAL CORP., as an Issuer 


 





	 	By:	/s/ Jessica Fischer
	 	 	Name: 	Jessica Fischer
	 	 	Title:	Senior Vice President - Finance and Corporate Treasurer




 





[Signature Page to Third Supplemental Indenture]




 






    


     


    

 





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

as Trustee 










 





	 	By:	/s/ Mitchell L. Brumwell
	 	 	Name: 	 Mitchell L. Brumwell
	 	 	Title:	Vice President




 





[Signature Page to Third Supplemental Indenture]




 






    


     


    

 


EXHIBIT A


 


[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 10004) (“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.] 1


 





 






	1	Include Global Note Legend, if applicable.



 






    A-1


     


    

 


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


 


[THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS
USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.]3





 









	2	Include Private Placement Legend, if applicable.



 


	3	Include Regulation S Legend, if applicable.



 








    A-2


     


    

 


[Face of Note]


 


CUSIP NO. [               ]



4.500% Senior Notes due 2030



No. [   ]



$[                     ]



CCO Holdings, LLC and CCO Holdings Capital Corp.


 


promise to pay to [        ] or to registered assigns the principal
amount of [         ] DOLLARS on August 15, 2030


 


Interest Payment Dates: February 15 and August 15


 


Record Dates: February 1 and August 1


 


Subject to Restrictions set forth in this Note.


 


 



    A-3


     


    




 


IN WITNESS WHEREOF, each of CCO Holdings,
LLC and CCO Holdings Capital Corp. has caused this instrument to be duly executed.


 


Dated: [                               ]  


 





	 	CCO HOLDINGS, LLC




 





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




 








	 	CCO HOLDINGS CAPITAL CORP.




 





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




 





[Signature Page to Global Note]




 



     


     


    






 


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:  [                               ] 	 




 





[Signature Page to Global Note]




 






    


     


    

 



 


[Back of Note]

4.500% Senior Note due 2030


 


Capitalized terms used herein shall have
the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.


 


1.            
INTEREST. Each of CCO Holdings, LLC, a Delaware limited liability company, and CCO Holdings Capital Corp., a Delaware corporation,
promise to pay interest on the principal amount of this Note at the rate of 4.500% per annum from the Issue Date until maturity.
The interest rate on the Notes is subject to increase pursuant to the provisions of the Registration Rights Agreement. The Issuers
will pay interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each an “Interest Payment Date”). 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 August 15, 2020. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) 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 any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.


 


2.             
METHOD OF PAYMENT. The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered
Holders at the close of business on February 1 or August 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.


 


4.             INDENTURE.
The Issuers issued the Notes under an Indenture dated as of May 23, 2019 (the “Base Indenture”), among the
Issuers and the Trustee, as supplemented by the Third Supplemental Indenture dated as of February 18, 2020 (the
 “Supplemental Indenture”), among the Issuers and the Trustee. The terms of the Notes include those stated
in the Supplemental Indenture. 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.


 






    A-6


     


    

 


5.             
OPTIONAL REDEMPTION.


 


(a)      
On or after February 15, 2025, the Issuers shall have the option to redeem the Notes, in whole or in part, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if
any, thereon to the applicable redemption date, if redeemed during the twelve month period beginning on February 15 of the years
indicated below:


 


	Year	 	 	Percentage	 
	 	2025	 	 	 	102.250	%
	 	2026	 	 	 	101.500	%
	 	2027	 	 	 	100.750	%
	 	2028 and thereafter	 	 	 	100.000	%



 


(b)      
At any time prior to February 15, 2023, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal
amount of the Notes (including the principal amount of any Additional Notes), at a redemption price of 104.500% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds
of one or more Equity Offerings; provided that:


 


(1)       at
least 50% of the original aggregate principal amount of Notes issued under the Supplemental Indenture remains outstanding immediately
after the occurrence of such redemption, unless all such Notes are redeemed substantially concurrently; and


 


(2)       the
redemption must occur within 180 days of the date of the closing of such Equity Offering.


 


(c)       
At any time and from time to time prior to February 15, 2025, the Issuers may redeem outstanding Notes, in whole or in part,
at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest,
if any, on such Notes to the redemption date plus the Make-Whole Premium.


 


(d)       Notwithstanding
the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if
Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such
Notes in such tender offer and the Issuers, or any third party making a such tender offer in lieu of the Issuers, purchases
all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon
not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to
redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each
other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest,
if any, thereon, to, but not including, the date of such redemption.


 






    A-7


     


    

 


6.             
MANDATORY REDEMPTION. Except as otherwise provided in Paragraph 7 below, the Issuers shall not be required to make mandatory
redemption payments with respect to the Notes.


 


7.             
REPURCHASE AT OPTION OF HOLDER.


 


(a)      
If a Change of Control Triggering Event occurs, the Issuers shall make an offer to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 10 days following
any Change of Control Triggering Event, the Issuers shall transmit a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such
notice, pursuant to the procedures required by the Supplemental Indenture and described in such notice.


 


(b)      
If, with respect to any Asset Sale, at the expiration of the 450-day period with respect to such Asset Sale, there remain
Applicable Proceeds in excess of the greater of $250.0 million and 1.0% of Consolidated Net Tangible Assets (such amount of Applicable
Proceeds that are equal to the greater of $250.0 million and 1.0% of Consolidated Net Tangible Assets, “Excess Proceeds”),
the Company shall make an offer pursuant to Section 4.11 of the Supplemental Indenture to all Holders (an “Asset Sale
Offer”) and all holders of other Indebtedness that is of equal priority with the Notes containing provisions requiring
offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other
Indebtedness of equal priority that may be purchased out of the Excess Proceeds. For the avoidance of doubt, the Company may make
an Asset Sale Offer at any time within 450 days after the receipt of any Net Proceeds from an Asset Sale, and/or prior to an Asset
Sale (subject to the occurrence of an Asset Sale), or with respect to any Excess Proceeds. The offer price in any Asset Sale Offer
will be payable in cash and equal to 100% of principal amount of the subject Notes plus accrued and unpaid interest and Special
Interest, if any, to the date of the purchase. If the aggregate principal amount of Notes and such other Indebtedness of equal
priority tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other Indebtedness of equal
priority to be purchased shall be selected in accordance with the procedures of the Depositary. If any Excess Proceeds remain after
consummation of an Asset Sale Offer (such remaining Excess Proceeds, “Declined Excess Proceeds”), then the Company
or any Restricted Subsidiary thereof may use such Declined Excess Proceeds for any purpose not otherwise prohibited by the Supplemental
Indenture. Upon completion of each Asset Sale Offer, the amount of Applicable Proceeds and Excess Proceeds shall be reset at zero.
Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related
purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
on the reverse side of the Notes.


 


8.            
[Reserved].


 






    A-8


     


    

 


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 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).
Any existing Default or compliance with any provision of the Supplemental Indenture or the Notes (other than any provision relating
to the right of any Holder to bring suit for the enforcement of any payment of principal, premium, if any, any interest on the
Note, on or after the scheduled due dates expressed herein) 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 and the Trustee may amend or supplement the Supplemental Indenture or the Notes (i) to cure any ambiguity, mistake, defect
or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for
or confirm the issuance of Additional Notes, (iv) to provide for the assumption of the Issuers’ obligations to Holders in
the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets, (v) to make any change
that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the
Supplemental Indenture of any such Holder, (vi) to provide for the issuance of Exchange Notes pursuant to the Registration Rights
Agreement or to comply with the requirements of the SEC as necessary to comply with applicable law, (vii) to conform the Supplemental
Indenture or the Notes to the “Description of Notes” section of the Offering Memorandum, or (viii) to make any amendment
to the provisions of the Supplemental 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 for 30 consecutive days in the payment when due of
interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure
by the Company or any of its Restricted Subsidiaries to comply with Section 5.01 of the Supplemental Indenture, (iv) failure
by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to
the Company by the Trustee or to the Company and the Trustee by the Holders of at least 30% of the principal amount of the
Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default under
any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after
the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the
principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date
of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to
its express maturity; and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default (measured at the time of the Payment Default) or the
maturity of which has been so accelerated, aggregates the greater of (1) $1,000 million and (2) 0.675% of Total Assets, (vi)
failure by the Company or any of its Restricted Subsidiaries to pay final judgments (measured when such judgment is rendered)
which are non-appealable aggregating in excess of the greater of (1) $1,000 million and (2) 0.675% of Total Assets, net of
applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed
for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries as set forth in the Supplemental Indenture.


 






    A-9


     


    

 


However, a Default under clause (iii), (iv),
(v) or (vi) of the previous paragraph will not constitute an Event of Default until the Trustee or the Holders of at least 30%
in principal amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (iv) and (vi), the
Issuers do not cure such Default within the time specified in clause (iv) or (vi) of this paragraph after receipt of such notice;
provided 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.


 


In the case of an Event of Default arising
from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable
without further action or notice. If any other Event of Default 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
all the Notes to be due and payable.


 


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-10


     


    

 


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.


 


Holders may not enforce the Supplemental Indenture
or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters
relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.


 


The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes. Any time period in the Base Indenture or the Supplemental 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.


 


The Issuers are required to deliver to the
Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of
any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event
of Default and what action the Issuers are taking or propose to take with respect thereto.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


400 Atlantic Street

Stamford, Connecticut 06901

Attention: Corporate Secretary

Telecopier No.: (314) 965-6440


 






    A-11


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


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


 


_____________________________________

(Insert assignee’s legal name)


 


______________________________________________________________________

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


 


______________________________________________________________________


 


______________________________________________________________________


 


______________________________________________________________________


 


______________________________________________________________________

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


 


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


 


Date:______________________________


 


Your Signature:_____________________________________________________

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


 


Signature Guarantee*:________________________________________________


 


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


 






    A-12


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuers pursuant to Section 4.11 or 4.16 of the Supplemental Indenture, check the appropriate box below:


 


 ̈ Section 4.11              ̈ Section 4.16


 


If you want to elect to have only part of
the Note purchased by the Issuers pursuant to Section 4.11 or Section 4.16 of the Supplemental Indenture, state the amount you
elect to have purchased:


 


$ _______________________


 


Date:____________________


 


Your Signature:_____________________________________________________

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


 


Tax Identification No.: _______________________________________________


 


Signature Guarantee*: _______________________________________________


 


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


 






    A-13


     


    

 


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-14


     


    





 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


CCO Holdings, LLC

CCO Holdings Capital Corp.

400 Atlantic Street

Stamford, Connecticut 06901


 


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


 


		Re:	CCO Holdings, LLC and CCO Holdings Capital Corp.

 ̈ 4.500% Senior Notes due 2030 (CUSIP [               ])
(the “Notes”)



 


Reference is hereby made to the Indenture,
dated as of May 23, 2019, among CCO Holdings, LLC (“CCO Holdings”), CCO Holdings Capital Corp. (together
with CCO Holdings, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as
supplemented by the Third Supplemental Indenture dated as of February 18, 2020 (the “Supplemental Indenture”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


 ̈       1.
Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Definitive Note Pursuant to Rule
144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933,
as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest
or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Supplemental
Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Rule 144A Global Note and/or the Definitive Note and in the Supplemental Indenture
and the Securities Act.


 






    B-1


     


    

 


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


 


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


 


 ̈       (i)
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or


 


 ̈       (ii)
such Transfer is being effected to the Issuers or a subsidiary thereof; or


 


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


 






     


     


    

 


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


 


 ̈       4.
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive
Note.


 


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


 


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


 


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


 


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


 


____________________________________________

[Insert Name of Transferor]


 


By__________________________________________

Name:

Title:


 


Dated: ______________________________________


 






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ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


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


 


 ̈      (a)      a beneficial interest in the:


 


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


 


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


 


 ̈      (b)      a Restricted Definitive Note.


 


2.       After the Transfer
the Transferee will hold:


 


[CHECK ONE]


 


 ̈      (a)      a beneficial interest in the:


 


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


 


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


 


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


 


 ̈      (b)       a Restricted Definitive Note; or


 


 ̈      (c)       an Unrestricted Definitive Note,


 


in accordance with the terms of the Supplemental Indenture.


 






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EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


CCO Holdings, LLC

CCO Holdings Capital Corp.

400 Atlantic Street

Stamford, Connecticut 06901


 


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


 


		Re:	CCO Holdings, LLC and CCO Holdings Capital Corp.

 ̈ 4.500% Senior Notes due 2030 (CUSIP [              ])
(the “Notes”)



 


Reference is hereby made to the Indenture,
dated as of May 23, 2019, among CCO Holdings, LLC (“CCO Holdings”), CCO Holdings Capital Corp. (together
with CCO Holdings, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as
supplemented by the Third Supplemental Indenture dated as of February 18, 2020 (the “Supplemental Indenture”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.


 


__________________________ (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________________________
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies
that:


 


1.        Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note


 


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


 






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Person to whom Notes would be transferred in accordance
with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require registration under the Securities
Act.


 


 ̈       (ii)
Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


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


 


 ̈       (iv)
Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange
of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


2.        Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes


 






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


 


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


 






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


 


____________________________________________

[Insert Name of Transferor]


 


By__________________________________________

Name:

Title:


 


Dated: ______________________________________


 






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EXHIBIT D


 


FORM OF
CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


CCO Holdings, LLC

CCO Holdings Capital Corp.

400 Atlantic Street

Stamford, Connecticut 06901


 


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


 


		Re:	CCO Holdings, LLC and CCO Holdings Capital Corp.

 ̈ 4.500% Senior Notes due 2030 (CUSIP [              ])
(the “Notes”)



 


Reference is hereby made to the Indenture,
dated as of May 23, 2019, among CCO Holdings, LLC (“CCO Holdings”), CCO Holdings Capital Corp. (together
with CCO Holdings, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as
supplemented by the Third Supplemental Indenture dated as of February 18, 2020 (the “Supplemental Indenture”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.


 


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


 


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


 


(ii)       ̈        a Definitive Note,


 


we confirm that:


 


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


 


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


 






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3.       We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm
that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear
a legend to the foregoing effect.


 


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.


 


5.       We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.


 


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


 


____________________________________________

[Insert Name of Transferor]


 


By __________________________________________

Name:

Title:


 


Dated: ______________________________________


 






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