CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. $1,500,000,000 4.800% Senior SECURED NOTES DUE 2050 UNDERWRITING AGREEMENT Dated October 15, 2019Underwriting Agreement • October 21st, 2019 • Cco Holdings LLC • Cable & other pay television services • New York
Charter Communications Operating, LLC, a Delaware limited liability company (the “Company”), and Charter Communications Operating Capital Corp., a Delaware corporation (“CCO Capital” and, together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $1,500,000,000 principal amount of 4.800% Senior Secured Notes due 2050 (the “Notes”). Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. have agreed to act as representatives (the “Representatives”) on behalf of the several Underwriters. The Notes will be issued pursuant to that certain Indenture dated as of July 23, 2015 (the “Base Indenture”) among the Issuers and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), as supplemented by the fif
