CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. $1,300,000,000 4.800% SENIOR SECURED NOTES DUE 2050 UNDERWRITING AGREEMENT Dated December 2, 2019Underwriting Agreement • December 5th, 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 $1,300, 000,000 principal amount of 4.800% Senior Secured Notes due 2050 (the “Notes”). Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Mizuho Securities USA LLC have agreed to act as representatives (the “Representatives”) on behalf of the several Underwriters. The Notes will be issued pursuant to an authentication order to be dated as of the Time of Delivery (as defined below) (the “Authentication Order”), to be delivered in accordance with the 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
