CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP. $1,000,000,000 7.25% SENIOR NOTES DUE 2017 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange 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 and CCO HOLDINGS CAPITAL CORP., as Issuers, CHARTER COMMUNICATIONS, INC., as Parent Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • September 30th, 2010 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • New York
INDENTURE dated as of September 27, 2010 among CCO Holdings, LLC, a Delaware limited liability company (as further defined below, the “Company”), CCO Holdings Capital Corp., a Delaware corporation (as further defined below, “Capital Corp” and together with the Company, the “Issuers”), Charter Communications, Inc., a Delaware corporation (as further defined below, “CCI” or the “Parent Guarantor”) (with respect to Article X and Section 7.07 only) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
