INCREMENTAL ACTIVATION NOTICE

Exhibit 10.4

EXECUTION VERSION

May 18, 2016

To:	Bank of America, N.A.,

as Administrative Agent under the Credit Agreement referred to below

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 18, 1999 and amended and restated on April 11, 2012 (as amended by Amendment No. 1, dated as of March 22, 2013, Amendment No. 2, dated as of April 22, 2013, the Term E Incremental Activation Notice, dated as of May 3, 2013, Amendment No. 3, dated as of June 27, 2013, the Term F Incremental Activation Notice, dated as of July 1, 2013, Amendment No. 4, dated as of September 12, 2014, the Term G Incremental Activation Notice, dated as of September 12, 2014, the Term H/I Loan Incremental Activation Notice, dated as of August 24, 2015, Amendment No. 5, dated as of August 24, 2015 (“Amendment No. 5”) and the Escrow Assumption Agreement, dated as of the date hereof, and as the same may be further amended, restated, modified and supplemented from time to time, the “Credit Agreement”) by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS party thereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).

This notice is an Incremental Activation Notice referred to in Sections 2.1(g) and (i) of the Credit Agreement. Effective as of the Incremental Facilities Effective Date (as defined below), the Borrower, the Administrative Agent, each of the Lenders signatory hereto and each Issuing Lender each hereby agree as follows:

ARTICLE ONE

DEFINED TERMS

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

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

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

“New Revolving Lender”: each Lender that has a New Revolving Loan Commitment or that holds New Revolving Loans.

“New Revolving Loans”: revolving credit loans made pursuant to the New Revolving Commitments.

“New Revolving Termination Date”: with respect to the New Revolving Commitments, May 18, 2021.

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

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

“Term A Maturity Date”: with respect to the Term A Loans (as defined below), May 18, 2021.

ARTICLE TWO

INCREMENTAL TERM LOANS

The terms of the Term A Loans established pursuant to this Incremental Activation Notice shall be identical to the terms of the Term Loans outstanding immediately prior to the effectiveness of this Incremental Activation Notice, subject to the following additional terms or as otherwise provided herein:

(a) Procedures for Borrowing. Subject to the terms and conditions hereof and in the Credit Agreement, each Term A Lender severally agrees to make a loan (the “Term A Loan”), in each case, on the Incremental Facilities Effective Date in an amount equal to its Term A Loan Commitment pursuant to a single borrowing. Each Term A Loan shall initially be the Type of Loan specified in the Notice of Borrowing delivered pursuant to clause (b) of Article Five below until otherwise converted or continued in accordance with the Credit Agreement.

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

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

(e) Designation. Term A Loans in the amount of $637,500,000 shall constitute Refinancing Term Loans.

(f) Participation in Mandatory Prepayments from Asset Sales. The Term A Loans shall participate to the fullest extent permitted by Section 2.9(a) of the Credit Agreement in any prepayment from amounts required to be applied to a prepay Term Loans pursuant to Section 2.9(a) of the Credit Agreement.

(g) Participation in Voluntary Prepayments. Voluntary repayments of the Term A Loans will be permitted at any time, without premium or penalty, subject to Section 2.18 of the Credit Agreement.

(h) Assignment and Participation of Loans. The Term A Loans shall be subject to the assignment and participation provisions applicable to Term Loans under Section 10.6 of the Credit Agreement.

ARTICLE THREE

NEW REVOLVING COMMITMENTS

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

(a) New Revolving Termination Date. The Revolving Termination Date for the New Revolving Commitments shall be the New Revolving Termination Date.

(b) Applicable Margin. The Applicable Margin with respect to the New Revolving Loans is (x) if CCI has a corporate family rating that is an Investment Grade Rating from at least two Rating Agencies, (i) 0.25% in the case of ABR Loans and (ii) 1.25% in the case of Eurodollar Loans or (y) otherwise, (i) 1.00% in the case of ABR Loans and (ii) 2.00% in the case of Eurodollar Loans.

(c) Fee Rates. The Commitment Fee Rate and fees in respect of participations in Letters of Credit (but giving effect to the definition of “Applicable Margin” set forth above), in each case, related to the New Revolving Commitments and loans thereunder, shall be identical to such terms applicable to the Revolving Commitments outstanding immediately prior to the effectiveness of this Incremental Activation Notice.

From and after the Incremental Facilities Effective Date, each Letter of Credit issued pursuant to the Revolving Commitments outstanding immediately prior to the effectiveness of this Incremental Activation Notice shall be deemed a Letter of Credit issued and outstanding pursuant to the New Revolving Commitments on the Incremental Facilities Effective Date.

ARTICLE FOUR

REPRESENTATION AND WARRANTIES; NO DEFAULTS

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

ARTICLE FIVE

CONDITIONS TO EFFECTIVENESS

The effectiveness of this Incremental Activation Notice on the Incremental Facilities Effective Date is subject to satisfaction of the following conditions precedent:

(a) Counterparts of Agreement. The Administrative Agent shall have received duly executed and delivered counterparts (or written evidence thereof satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, a signed signature page) of this Incremental Activation Notice from (i) each Loan Party, (ii) each Term A Lender and each Revolving Lender listed on Schedule I (collectively, the “Incremental Lenders”), and (iii) each Issuing Lender.

(b) Notice of Borrowing. The Administrative Agent shall have received a duly completed Notice of Borrowing for the Term A Loans to be borrowed on the Incremental Facilities Effective Date.

(c) Opinion of Counsel to the Loan Parties. The Administrative Agent shall have received an opinion addressed to the Administrative Agent and the Lenders party to the Credit Agreement, dated the Incremental Facilities Effective Date, of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, covering such matters as the Administrative Agent and the Incremental Lenders may reasonably request.

(d) Notice of Termination of Existing Revolving Facility and Prepayment of Term A-1 Loans. The Administrative Agent shall have received a notice of termination of the Revolving Commitments and prepayment of Term A-1 Loans (the “Notice of Termination and Prepayment”), in each case, outstanding immediately prior to the effectiveness of this Incremental Activation Notice, which Notice of Termination and Prepayment will terminate the Revolving Commitments concurrently upon the effectiveness of the New Revolving Commitments and provide for the permanent prepayment of Term A-1 Loans by the Borrower from a portion of the proceeds of the Term A Loan Commitments.

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

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

ARTICLE SIX

CONSENT TO AMENDMENT NO. 5

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

ARTICLE SEVEN

MISCELLANEOUS

(a) Expenses. To the extent contemplated by Section 10.5 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent and each other Agent for its reasonable out of pocket expenses in connection with this Incremental Activation Notice and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.

(b) Effect of Incremental Activation Notice. Except as expressly set forth herein, this Incremental Activation Notice shall not by implication or otherwise limit, impair, constitute an amendment of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. From and after the Incremental Facilities Effective Date, all references to the Credit Agreement in any Loan Document shall, unless expressly provided otherwise, refer to the Credit Agreement as supplemented by this Incremental Activation Notice.

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

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

(d) Governing Law. This Incremental Activation Notice and the rights and obligations of the parties under this Incremental Activation Notice shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

(e) Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Incremental Activation Notice and shall not affect the construction of, or be taken into consideration in interpreting, this Incremental Activation Notice.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


CCO HOLDINGS, LLC

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President-Finance and Corporate Treasurer

CHARTER COMMUNICATIONS OPERATING, LLC

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President-Finance and Corporate Treasure

THE SUBSIDIARY GUARANTORS LISTED ON
SCHEDULE II HERETO

By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President-Finance and Corporate Treasurer

[Signature Page to Activation Notice]


BANK OF AMERICA, N.A.,
as a Term A Lender

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director

[Signature Page to Activation Notice]


BANK OF AMERICA, N.A.,
as a Revolving Lender

By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director

[Signature Page to Activation Notice]


Credit Suisse AG, Cayman Islands Branch,
as a Term A Lender

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

By:	/s/ D. Xxxxxx Xxxxxxx
	Name:	X. Xxxxxx Xxxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


Credit Suisse AG, Cayman Islands Branch,
as a Revolving Lender

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

By:	/s/ D. Xxxxxx Xxxxxxx
	Name:	X. Xxxxxx Xxxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


XXXXXXX XXXXX BANK USA,
as a Term A Lender

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


XXXXXXX XXXXX BANK USA,
as a Revolving Lender

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Term A Lender

By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Director

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Revolving Lender

By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Director

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


UBS AG, STAMFORD BRANCH,
as a Term A Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Associate Director

[Signature Page to Activation Notice]


UBS AG, STAMFORD BRANCH,
as a Revolving Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Associate Director

[Signature Page to Activation Notice]


XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Term A Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Revolving Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Term A Lender

By:	/s/ Xxx Xxxxxxxxx
	Name:	Xxx Xxxxxxxxx
	Title:	Director

[Signature Page to Activation Notice]


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Revolving Lender

By:	/s/ Xxx Xxxxxxxxx
	Name:	Xxx Xxxxxxxxx
	Title:	Director

[Signature Page to Activation Notice]


THE BANK OF NOVA SCOTIA
as a Term A Lender

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


THE BANK OF NOVA SCOTIA
as a Revolving Lender

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


MIZUHO BANK, LTD.,
as a Term A Lender

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


MIZUHO BANK, LTD.,
as a Revolving Lender

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


ROYAL BANK OF CANADA,
as a Term A Lender

By:	/s/ D.W. Xxxxx Xxxxxxx
	Name:	D.W. Xxxxx Xxxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


ROYAL BANK OF CANADA,
as a Revolving Lender

By:	/s/ D.W. Xxxxx Xxxxxxx
	Name:	D.W. Xxxxx Xxxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


SUNTRUST BANK, as a Term A Lender

By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


SUNTRUST BANK, as a Revolving Lender

By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Managing Director

[Signature Page to Activation Notice]


SUMITOMO MITSUI BANKING CORP.,
as a Term A Lender

By:	/s/ Xxxxx X. Xxx
	Name:	Xxxxx X. Xxx
	Title:	Managing Director

[Signature Page to Activation Notice]


SUMITOMO MITSUI BANKING CORP.,
as a Revolving Lender

By:	/s/ Xxxxx X. Xxx
	Name:	Xxxxx X. Xxx
	Title:	Managing Director

[Signature Page to Activation Notice]


Toronto Dominion (Texas) LLC,
as a Term A Lender

By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


Toronto Dominion (Texas) LLC,
as a Revolving Lender

By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


Credit Agricolé Corporate and Investment Bank,
as a Term A Lender

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Managing Director

By:	/s/ Kestrina Budina
	Name:	Xxxxxxxx Xxxxxx
	Title:	Director

[Signature Page to Activation Notice]


Credit Agricolé Corporate and Investment Bank,
as a Revolving Lender

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Managing Director

By:	/s/ Kestrina Budina
	Name:	Xxxxxxxx Xxxxxx
	Title:	Director

[Signature Page to Activation Notice]


U.S. BANK NATIONAL ASSOCIATION,
as a Term A Lender

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President

[Signature Page to Activation Notice]


U.S. BANK NATIONAL ASSOCIATION,
as a Revolving Lender

By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President

[Signature Page to Activation Notice]


Citibank, N.A.,
as a Term A Lender

By:	/s/ Xxxxxxxxx Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxxx Xxxxxxxx Xxxxxxxx
	Title:	Managing Director & Vice President

[Signature Page to Activation Notice]


Citibank, N.A.,
as a Revolving Lender

By:	/s/ Xxxxxxxxx Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxxx Xxxxxxxx Xxxxxxxx
	Title:	Managing Director & Vice President

[Signature Page to Activation Notice]


JPMorgan Chase Bank, N.A.,
as a Term A Lender

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Executive Director

[Signature Page to Activation Notice]


JPMorgan Chase Bank, N.A.,
as a Revolving Lender

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Executive Director

[Signature Page to Activation Notice]


Xxxxxx Xxxxxxx Bank, NA.,
as a Term A Lender

By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]


Xxxxxx Xxxxxxx Bank, NA.,
as a Revolving Lender

By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Activation Notice]

ACKNOWLEDGED AND ACCEPTED:


BANK OF AMERICA, N.A.,
as Administrative Agent

By:	/s/ Xxx X. Xxxxxx
	Name:	Xxx X. Xxxxxx
	Title:	Vice President

[Signature Page to Activation Notice]


BANK OF AMERICA, N.A.,
as Issuing Lender

By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director

[Signature Page to Activation Notice]


JPMORGAN CHASE BANK, N.A.,
as Issuing Lender

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Executive Director

[Signature Page to Activation Notice]

Schedule I

Term A Loan Commitments and Revolving Commitments

on Incremental Facilities Effective Date


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

Total	$	2,637,500,000.00	$	3,000,000,000.00

Schedule I-1

Schedule II

Subsidiary Guarantors

1.	American Cable Entertainment Company, LLC

2.	Athens Cablevision, LLC

3.	Ausable Cable TV, LLC

4.	Bresnan Broadband Holdings, LLC

5.	Bresnan Broadband of Colorado, LLC

6.	Bresnan Broadband of Montana, LLC

7.	Bresnan Broadband of Utah, LLC

8.	Bresnan Broadband of Wyoming, LLC

9.	Bresnan Communications, LLC

10.	Bresnan Digital Services, LLC

11.	Bresnan Microwave of Montana, LLC

12.	Cable Equities Colorado, LLC

13.	Cable Equities of Colorado Management LLC

14.	CC 10, LLC

15.	CC Fiberlink, LLC

16.	CC Michigan, LLC

17.	CC Systems, LLC

18.	CC V Holdings, LLC

19.	CC VI Fiberlink, LLC

20.	CC VI Operating Company, LLC

21.	CC VII Fiberlink, LLC

22.	CC VIII Fiberlink, LLC

23.	CC VIII Holdings, LLC

24.	CC VIII Operating, LLC

25.	CC VIII, LLC

26.	CCO Fiberlink, LLC

27.	CCO Holdco Transfers VII, LLC

28.	CCO LP, LLC

29.	CCO NR Holdings, LLC

30.	CCO Purchasing, LLC

31.	CCO SoCal I, LLC

32.	CCO SoCal II, LLC

33.	CCO SoCal Vehicles, LLC

34.	CCO Transfers, LLC

35.	Charter Advanced Services (AL), LLC

36.	Charter Advanced Services (CA), LLC

37.	Charter Advanced Services (CO), LLC

38.	Charter Advanced Services (CT), LLC

39.	Charter Advanced Services (GA), LLC

40.	Charter Advanced Services (IL), LLC

41.	Charter Advanced Services (IN), LLC

42.	Charter Advanced Services (KY), LLC

43.	Charter Advanced Services (LA), LLC

Schedule II-1

44.	Charter Advanced Services (MA), LLC

45.	Charter Advanced Services (MD), LLC

46.	Charter Advanced Services (MI), LLC

47.	Charter Advanced Services (MN), LLC

48.	Charter Advanced Services (MO), LLC

49.	Charter Advanced Services (MS), LLC

50.	Charter Advanced Services (MT), LLC

51.	Charter Advanced Services (NC), LLC

52.	Charter Advanced Services (NE), LLC

53.	Charter Advanced Services (NH), LLC

54.	Charter Advanced Services (NV), LLC

55.	Charter Advanced Services (NY), LLC

56.	Charter Advanced Services (OH), LLC

57.	Charter Advanced Services (OR), LLC

58.	Charter Advanced Services (PA), LLC

59.	Charter Advanced Services (SC), LLC

60.	Charter Advanced Services (TN), LLC

61.	Charter Advanced Services (TX), LLC

62.	Charter Advanced Services (UT), LLC

63.	Charter Advanced Services (VA), LLC

64.	Charter Advanced Services (VT), LLC

65.	Charter Advanced Services (WA), LLC

66.	Charter Advanced Services (WI), LLC

67.	Charter Advanced Services (WV), LLC

68.	Charter Advanced Services (WY), LLC

69.	Charter Advanced Services VIII (MI), LLC

70.	Charter Advanced Services VIII (MN), LLC

71.	Charter Advanced Services VIII (WI), LLC

72.	Charter Advertising of Saint Louis, LLC

73.	Charter Cable Operating Company, LLC

74.	Charter Cable Partners, LLC

75.	Charter Communications Entertainment I, LLC

76.	Charter Communications Entertainment II, LLC

77.	Charter Communications Entertainment, LLC

78.	Charter Communications of California, LLC

79.	Charter Communications Operating Capital Corp.

80.	Charter Communications Properties LLC

81.	Charter Communications V, LLC

82.	Charter Communications Ventures, LLC

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

84.	Charter Communications VII, LLC

85.	Charter Communications, LLC

86.	Charter Distribution, LLC

87.	Charter Fiberlink – Alabama, LLC

88.	Charter Fiberlink – Georgia, LLC

89.	Charter Fiberlink – Illinois, LLC

Schedule II-2

90.	Charter Fiberlink – Maryland II, LLC

91.	Charter Fiberlink – Michigan, LLC

92.	Charter Fiberlink – Missouri, LLC

93.	Charter Fiberlink – Nebraska, LLC

94.	Charter Fiberlink – Pennsylvania, LLC

95.	Charter Fiberlink – Tennessee, LLC

96.	Charter Fiberlink AR-CCVII, LLC

97.	Charter Fiberlink CA-CCO, LLC

98.	Charter Fiberlink CC VIII, LLC

99.	Charter Fiberlink CCO, LLC

100.	Charter Fiberlink CT-CCO, LLC

101.	Charter Fiberlink LA-CCO, LLC

102.	Charter Fiberlink MA-CCO, LLC

103.	Charter Fiberlink MS-CCVI, LLC

104.	Charter Fiberlink NC-CCO, LLC

105.	Charter Fiberlink NH-CCO, LLC

106.	Charter Fiberlink NV-CCVII, LLC

107.	Charter Fiberlink NY-CCO, LLC

108.	Charter Fiberlink OH-CCO, LLC

109.	Charter Fiberlink OR-CCVII, LLC

110.	Charter Fiberlink SC-CCO, LLC

111.	Charter Fiberlink TX-CCO, LLC

112.	Charter Fiberlink VA-CCO, LLC

113.	Charter Fiberlink VT-CCO, LLC

114.	Charter Fiberlink WA-CCVII, LLC

115.	Charter Helicon, LLC

116.	Charter Home Security, LLC

117.	Charter Leasing Holding Company, LLC

118.	Charter Leasing of Wisconsin, LLC

119.	Charter RMG, LLC

120.	Charter Stores FCN, LLC

121.	Charter Video Electronics, LLC

122.	Falcon Cable Communications, LLC

123.	Falcon Cable Media, a California Limited Partnership

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

125.	Falcon Cablevision, a California Limited Partnership

126.	Falcon Community Cable, L.P.

127.	Falcon Community Ventures I Limited Partnership

128.	Falcon First Cable of the Southeast, LLC

129.	Falcon First, LLC

130.	Falcon Telecable, a California Limited Partnership

131.	Falcon Video Communications, L.P.

132.	Helicon Partners I, L.P.

133.	Hometown T.V., LLC

134.	HPI Acquisition Co. LLC

135.	Interlink Communications Partners, LLC

Schedule II-3

136.	Long Beach, LLC

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

138.	Xxxxxx Xxxxx of Alabama, L.L.C.

139.	Marcus Cable, LLC

140.	Midwest Cable Communications, LLC

141.	Peachtree Cable TV, L.P.

142.	Peachtree Cable TV, LLC

143.	Phone Transfers (AL), LLC

144.	Phone Transfers (CA), LLC

145.	Phone Transfers (GA), LLC

146.	Phone Transfers (NC), LLC

147.	Phone Transfers (TN), LLC

148.	Phone Transfers (VA), LLC

149.	Plattsburgh Cablevision, LLC

150.	Renaissance Media LLC

151.	Xxxxxx Acquisition Partners, LLC

152.	Xxxxx Media Group, LLC

153.	Scottsboro TV Cable, LLC

154.	Tennessee, LLC

155.	The Helicon Group, L.P.

156.	Vista Broadband Communications, LLC

157.	VOIP Transfers (AL), LLC

158.	VOIP Transfers (CA) LLC

159.	VOIP Transfers (GA), LLC

160.	VOIP Transfers (NC), LLC

161.	VOIP Transfers (TN), LLC

162.	VOIP Transfers (VA), LLC

Schedule II-4

Annex A

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


Installment Date	Installment Amount

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

Annex A-1

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Table of Contents

INCREMENTAL ACTIVATION NOTICE

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