CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.Exchange and Registration Rights Agreement • October 7th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York
CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,350,000,000 aggregate principal amount of their 4.750% Senior Notes due 2030 (the “Notes”) on October 1, 2019. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CCO HOLDINGS, LLC and CCO HOLDINGS CAPITAL CORP., as Issuers, and The Bank of New York MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 1, 2019 4.750% Senior Notes due 2030Second Supplemental Indenture • October 7th, 2019 • Cco Holdings Capital Corp • Cable & other pay television services • New York
¨ (ii) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
