EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange 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
ContractFirst Supplemental Indenture • July 3rd, 2008 • Charter Communications Inc /Mo/ • Cable & other pay television services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 2, 2008 (this “Supplemental Indenture”), among CCH II, LLC, a Delaware limited liability company, CCH II CAPITAL CORP., a Delaware corporation (collectively, the “Issuers”), Charter Communications Holdings, LLC, a Delaware limited liability company (the “Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).
