Common Contracts

30 similar Exchange and Registration Rights Agreement contracts by Cco Holdings Capital Corp, Charter Communications, Inc. /Mo/, Cco Holdings LLC, others

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • August 18th, 2021 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,000,000,000 aggregate principal amount of their 4.250% Senior Notes due 2034 (the “Notes”) on August 2, 2021. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • April 27th, 2021 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 4.500% Senior Notes due 2033 (the “Notes”) on April 22, 2021. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • July 28th, 2020 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,500,000,000 aggregate principal amount of their 4.250% Senior Notes due 2031 (the “Notes”) on July 24, 2020. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • July 13th, 2020 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,500,000,000 aggregate principal amount of their 4.250% Senior Notes due 2031 (the “Notes”) on July 9, 2020. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • March 23rd, 2020 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,100,000,000 aggregate principal amount of their 4.500% Senior Notes due 2030 (the “Notes”) on March 18, 2020. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • March 23rd, 2020 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,400,000,000 aggregate principal amount of their 4.500% Senior Notes due 2032 (the “Notes”) on March 18, 2020. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • December 16th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,200,000,000 aggregate principal amount of their 4.750% Senior Notes due 2030 (the “Notes”) on December 16, 2019. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • October 30th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 aggregate principal amount of their 4.750% Senior Notes due 2030 (the “Notes”) on October 24, 2019. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • October 7th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,350,000,000 aggregate principal amount of their 4.750% Senior Notes due 2030 (the “Notes”) on October 1, 2019. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • July 10th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $750,000,000 aggregate principal amount of their 5.375% Senior Notes due 2029 (the “Notes”) on July 10, 2019. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • May 30th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $750,000,000 aggregate principal amount of their 5.375% Senior Notes due 2029 (the “Notes”) on May 23, 2019. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • October 20th, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 aggregate principal amount of their 4.000% Senior Notes due 2023 (the “Notes”) on October 17, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • October 20th, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.000% Senior Notes due 2028 (the “Notes”) on October 17, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • August 14th, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,500,000,000 aggregate principal amount of their 5.000% Senior Notes due 2028 (the “Notes”) on August 8, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • April 26th, 2017 • Cco Holdings Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,250,000,000 aggregate principal amount of their 5.125% Senior Notes due 2027 (the “Notes”) on April 20, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • March 31st, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.125% Senior Notes due 2027 (the “Notes”) on March 29, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • February 6th, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.125% Senior Notes due 2027 (the “Notes”) on February 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • April 27th, 2016 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,500,000,000 aggregate principal amount of their 5.500% Senior Notes due 2026 (the “Notes”) on April 21, 2016, which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • February 22nd, 2016 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH Capital” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,700,000,000 aggregate principal amount of their 5.875% Senior Notes due 2024 (the “Notes”) on February 19, 2016, which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCOH SAFARI, LLC
Exchange and Registration Rights Agreement • November 25th, 2015 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCOH Safari, LLC, a Delaware limited liability company (the “Escrow Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,500,000,000 principal amount of 5.750% Senior Notes due 2026 (the “Notes”) on November 20, 2015.

CCO SAFARI II, LLC
Exchange and Registration Rights Agreement • July 27th, 2015 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Safari II, LLC, a Delaware limited liability company (the “Escrow Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $2,000,000,000 principal amount of 3.579% Senior Secured Notes due 2020 (the “2020 Notes”), (ii) $3,000,000,000 principal amount of 4.464% Senior Secured Notes due 2022 (the “2022 Notes”), (iii) $4,500,000,000 principal amount of 4.908% Senior Secured Notes due 2025 (the “2025 Notes”), (iv) $2,000,000,000 principal amount of 6.384% Senior Secured Notes due 2035 (the “2035 Notes”), (v) $3,500,000,000 principal amount of 6.484% Senior Secured Notes due 2045 (the “2045 Notes”) and (vi) $500,000,000 principal amount of 6.834% Senior Secured Notes due 2055 (the “2055 Notes” and, together with the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the “Notes” and, each a “series” of Notes) on July 23,

1,150,000,000 5.125% SENIOR NOTES DUE 2023 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • April 22nd, 2015 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,150,000,000 aggregate principal amount of their 5.125% Senior Notes due 2023 (the “Notes”) on April 15, 2015, which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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800,000,000 5.875% SENIOR NOTES DUE 2027 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • April 22nd, 2015 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $800,000,000 aggregate principal amount of their 5.875% Senior Notes due 2027 (the “Notes”) on April 15, 2015, which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. $750,000,000 5.375% SENIOR NOTES DUE 2025 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • April 22nd, 2015 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $750,000,000 aggregate principal amount of their 5.375% Senior Notes due 2025 (the “Notes”) on April 15, 2015, which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. $500,000,000 5.25% SENIOR NOTES DUE 2021
Exchange and Registration Rights Agreement • March 15th, 2013 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York
300,000,000 7.00% SENIOR NOTES DUE 2019 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • January 27th, 2011 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 aggregate principal amount of their 7.00% Senior Notes due 2019 (the “Notes”) on January 25, 2011, which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. $1,000,000,000 7.25% SENIOR NOTES DUE 2017 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • September 30th, 2010 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 7.25% Senior Notes due 2017 (the “Notes”), which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. $700,000,000 8.125% SENIOR NOTES DUE 2020 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • June 30th, 2010 • CCH Ii Capital Corp • Cable & other pay television services • New York

CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (“CCOH” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $900,000,000 aggregate principal amount of their 8.125% Senior Notes due 2020 (the “Notes”), which will be guaranteed by Charter Communications, Inc., a Delaware corporation (the “Guarantor”). In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantor agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • July 3rd, 2008 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York

CCH II, LLC, a Delaware limited liability company and CCH II Capital Corp., a Delaware corporation (collectively, the “Issuers”) propose to issue $364,197,000 of their 10.25% Senior Notes due 2013 (the “Notes”) in exchange for certain of the Issuers’ outstanding 10.25% Senior Notes due 2010 (the “Old Notes”) (the “Original Exchange Offer”) upon the terms set forth in the Dealer Manager Agreement (the “Dealer Manager Agreement”), dated May 29, 2008, among the Issuers, Charter Communications Holdings, LLC, a Delaware limited liability company (“Charter Holdings”), and you, the Dealer Managers (as defined in the Dealer Manager Agreement), relating to the Original Exchange Offer. Unless the context otherwise requires, all references to “Notes” include the related Note Guarantee (as defined below) and all references to “Issuers” include Charter Holdings, in its capacity as guarantor of the Notes. The Notes are to be issued under the Indenture, dated as of September 14, 2006 ( as supplemente

CCH I, LLC, CCH I CAPITAL CORP., CCH II, LLC, CCH II CAPITAL CORP. and CHARTER COMMUNICATIONS HOLDINGS, LLC NOTES (as defined below) EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • September 19th, 2006 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
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