CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. $400,000,000 SENIOR SECURED FLOATING RATE NOTES DUE 2024 $1,100,000,000 4.500% SENIOR SECURED NOTES DUE 2024 UNDERWRITING AGREEMENT Dated June 28, 2018Underwriting Agreement • July 3rd, 2018 • 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 $400,000,000 principal amount of Senior Secured Floating Rate Notes due 2024 (the “Floating Rate Notes”) and $1,100,000,000 principal amount of 4.500% Senior Secured Notes due 2024 (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Notes”). Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC have agreed to act as representatives (the “Representatives”) on behalf of the several Underwriters. The Notes will be issued pursuant to 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 (t
