Material Agreement (Form 8-K)

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Final Settlement of Exchange Offers

As previously announced, on August 12, 2026 (the "Early Settlement Date"), Charter Communications Operating, LLC ("CCO"), Charter Communications Operating Capital Corp. (together with CCO, the "Issuers"), and Time Warner Cable, LLC ("TWC"), as applicable, completed the early settlement of their previously announced (a) private offer to exchange (the "Pool 1 Offer") the outstanding (i) 3.500% Senior Secured Notes due 2042, (ii) 3.500% Senior Secured Notes due 2041, (iii) 4.500% Senior Debentures due 2042, (iv) 5.375% Senior Secured Notes due 2047, (v) 2.300% Senior Secured Notes due 2032, (vi) 2.800% Senior Secured Notes due 2031 and (vii) 2.250% Senior Secured Notes due 2029, issued by the Issuers or TWC, as applicable, for a combination of cash consideration and up to $2,000,000,000 in aggregate principal amount of a new series of 7.087% Senior Secured Notes due 2038 (the "2038 Notes") to be issued by the Issuers with registration rights and (b) private offer to exchange (the "Pool 2 Offer" and, together with the Pool 1 Offer, the "Exchange Offers") the outstanding (i) 3.700% Senior Secured Notes due 2051, (ii) 3.900% Senior Secured Notes due 2052, (iii) 4.800% Senior Secured Notes due 2050, (iv) 5.125% Senior Secured Notes due 2049 and (v) 5.250% Senior Secured Notes due 2053, issued by the Issuers for a combination of cash consideration and up to $2,000,000,000 in aggregate principal amount of a new series of 7.337% Senior Secured Notes due 2041 (the "2041 Notes") to be issued by the Issuers with registration rights. On the Early Settlement Date, the Issuers issued (i) $1,686,285,000 in aggregate principal amount of 2038 Notes (the "Existing 2038 Notes") in exchange for $2,664,699,000 in aggregate principal amount of Pool 1 Notes that were validly tendered (not validly withdrawn) on or before the early tender deadline of 5:00 p.m., New York City time, on August 5, 2026 (the "Early Tender Date") and accepted for exchange pursuant to the Pool 1 Offer and (ii) $1,627,538,000 in aggregate principal amount of 2041 Notes (the "Existing 2041 Notes" and, together with the Existing 2038 Notes, the "Existing Notes") in exchange for $2,689,366,000 in aggregate principal amount of Pool 2 Notes that were validly tendered (not validly withdrawn) on or before the Early Tender Date and accepted for exchange pursuant to the Pool 2 Offer.

The Exchange Offers expired at 5:00 p.m., New York City time, on August 20, 2026 (the "Expiration Date"). On August 24, 2026 (the "Final Settlement Date"), the Issuers issued (i) an additional $55,928,000 in aggregate principal amount of 2038 Notes (the "Additional 2038 Notes") in exchange for an additional $84,390,000 in aggregate principal amount of Pool 1 Notes that were validly tendered (not validly withdrawn) after the Early Tender Date but on or before the Expiration Date, and accepted for exchange pursuant to the Pool 1 Offer and (ii) an additional $35,750,000 in aggregate principal amount of 2041 Notes (the "Additional 2041 Notes" and, together with the Additional 2038 Notes, the "Additional Notes" and, together with the Existing Notes, the "Notes") in exchange for an additional $60,634,000 in aggregate principal amount of Pool 2 Notes that were validly tendered (not validly withdrawn) after the Early Tender Date but on or before the Expiration Date, and accepted for exchange pursuant to the Pool 2 Offer. Each series of Additional Notes is a further issuance of, and is in addition to, the applicable series of Existing Notes. The Additional 2038 Notes are fungible with the Existing 2038 Notes and trade under the same CUSIP numbers as the Existing 2038 Notes, and the Additional 2041 Notes are fungible with the Existing 2041 Notes and trade under the same CUSIP numbers as the Existing 2041 Notes.

In connection therewith, the Issuers entered into the below agreement.

Secured Notes Indenture

On the Final Settlement 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 Additional Notes and the terms thereof (the "Twenty-Ninth Supplemental Indenture"). The Twenty-Ninth 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"), as supplemented by that certain Twenty-Seventh Supplemental Indenture, dated as of August 12, 2026, by and among the Issuers, the guarantors party thereto, the Trustee and the Collateral Agent (the "Twenty-Seventh Supplemental Indenture" and together with the Base Indenture and the Twenty-Ninth Supplemental Indenture, the "Indenture"), providing for the issuance of senior secured notes of the Issuers generally.