CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. $1,250,000,000 5.050% SENIOR SECURED NOTES DUE 2029 $750,000,000 5.750% SENIOR SECURED NOTES DUE 2048 UNDERWRITING AGREEMENT Dated January 14, 2019Underwriting Agreement • January 17th, 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”) (i) an aggregate of $1,250,000,000 principal amount of 5.050% Senior Secured Notes due 2029 (the “2029 Notes”) and (ii) an aggregate of $750,000,000 principal amount of 5.750% Senior Secured Notes due 2048 (the “2048 Notes” and, together with the 2029 Notes, the “Notes”). Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. have agreed to act as representatives (the “Representatives”) on behalf of the several Underwriters. The 2029 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.,
