ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of 4.400% Senior Secured Notes
due 2033, 5.250% Senior Secured Notes due 2053 and 5.500% Senior Secured Notes due 2063
On March 15, 2022 (the “Closing Date”),
Charter Communications Operating, LLC (“CCO”) and Charter Communications Operating Capital Corp. (together with CCO, the “Issuers”)
issued (i) $1.0 billion aggregate principal amount of 4.400% Senior Secured Notes due 2033 (the “2033 Notes”), (ii) $1.5 billion
aggregate principal amount of 5.250% Senior Secured Notes due 2053 (the “2053 Notes”) and (iii) $1.0 billion aggregate principal
amount of 5.500% Senior Secured Notes due 2063 (the “2063 Notes” and together with the 2033 Notes and 2053 Notes, the “Notes”).
The offering and sale of the Notes were made pursuant to an automatic shelf registration statement on Form S-3 filed with the Securities
and Exchange Commission on December 7, 2020 and a prospectus supplement dated March 10, 2022.
In connection therewith, the Issuers entered
into the below agreements.
Secured Notes Indenture
On the Closing Date, the Issuers, CCO Holdings,
LLC (the “Parent Guarantor”) and the Subsidiary Guarantors entered into a supplemental indenture with the Trustee and Collateral
Agent in connection with the issuance of the Notes and the terms thereof (the “Twenty-Second Supplemental Indenture”). The
Twenty-Second Supplemental Indenture supplements a base indenture entered into on July 23, 2015, by and among the Issuers, CCO Safari
II, LLC, the Trustee and the Collateral Agent (the “Base Indenture” and, together with the Twenty-Second Supplemental Indenture,
the “Indenture”) providing for the issuance of senior secured notes of the Issuers generally.
The Indenture provides, among other things,
that interest is payable on the 2033 Notes on each April 1 and October 1, commencing October 1, 2022. Interest is payable on the 2053
Notes on each April 1 and October 1, commencing October 1, 2022. Interest is payable on the 2063 Notes on each April 1 and October 1,
commencing October 1, 2022. At any time and from time to time prior to January 1, 2033, the Issuers may redeem the outstanding 2033 Notes
in whole or in part at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date, plus a make-whole premium. On or after January 1, 2033, the Issuers
may redeem some or all of the outstanding 2033 Notes at a redemption price equal to 100% of the principal amount of the 2033 Notes to
be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. At any
time and from time to time prior to October 1, 2052, the Issuers may redeem the outstanding 2053 Notes in whole or in part at a redemption
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not
including, the redemption date, plus a make-whole premium. On or after October 1, 2052, the Issuers may redeem some or all of the outstanding
2053 Notes at a redemption price equal to 100% of the principal amount of the 2053 Notes to be redeemed, plus accrued and unpaid interest
on the principal amount being redeemed to, but not including, the redemption date. At any time and from time to time prior to October
1, 2062, the Issuers may redeem the outstanding 2063 Notes in whole or in part at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date and a make-whole
premium. On or after October 1, 2062, the Issuers may redeem some or all of the outstanding 2063 Notes at a redemption price equal to
100% of the principal amount of the 2063 Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed
to, but not including, the redemption date. The Notes are senior secured obligations of the Issuers. The Notes are guaranteed on a senior
secured basis by the Parent Guarantor and all of the subsidiaries of the Issuers that guarantee the obligations of CCO under its credit
agreement (collectively, the “Guarantors”). The Notes and the guarantees are secured by a pari passu, first priority
security interest, subject to certain permitted liens, in the Issuers’ and the Guarantors’ assets that secure obligations
under the credit agreement.
The terms of the Indenture, among other things,
limit the ability of the Issuers to grant liens, sell all or substantially all of their assets or merge or consolidate with other entities.
The Indenture provides for customary
events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of
principal or interest; breach of other covenants or agreements in the Indenture; failure of certain guarantees to be enforceable;
cessation of a material portion of the collateral subject to liens or disaffirmation of obligations under the security documents
establishing the security interest in the collateral securing the Notes; and certain events of bankruptcy or insolvency. Generally,
if an event of default occurs, the Trustee or the holders of at least 30% in aggregate principal amount of the then outstanding
Notes of a series may declare all the Notes of such series to be due and payable immediately.
For a complete description of the Indenture
and the Notes, please refer to copies of the Twenty-Second Supplemental Indenture, the form of the 2033 Notes, the form of 2053 Notes
and the form of the 2063 Notes filed herewith as Exhibits 4.2, 4.3, 4.4, and 4.5, respectively. The foregoing descriptions of the Indenture
and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of those documents. Defined
terms used in this Item 1.01 but not otherwise defined herein shall have the meanings ascribed to such terms in the Base Indenture.