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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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Table of Contents

DESCRIPTION OF NOTES

This description of notes relates to:

 

    the 3.579% senior secured notes due 2020 (the “2020 Notes”);

 

    the 4.464% senior secured notes due 2022 (the “2022 Notes”);

 

    the 4.908% senior secured notes due 2025 (the “2025 Notes”);

 

    the 6.384% senior secured notes due 2035 (the “2035 Notes”);

 

    the 6.484% senior secured notes due 2045 (the “2045 Notes”); and

 

    the 6.834% senior secured notes due 2055 (the “2055 Notes” and, together with the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the “Notes”),

in each case to be issued by Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. in exchange for a like principal amount of the original notes consisting of: $2,000,000,000 aggregate principal amount of 3.579% Senior Secured Notes due 2020, $3,000,000,000 aggregate principal amount of 4.464% Senior Secured Notes due 2022, $4,500,000,000 aggregate principal amount of 4.908% Senior Secured Notes due 2025, $2,000,000,000 aggregate principal amount of 6.384% Senior Secured Notes due 2035, $3,500,000,000 aggregate principal amount of 6.484% Senior Secured Notes due 2045, and $500,000,000 aggregate principal amount of 6.834% Senior Secured Notes due 2055 (collectively, the “original notes”), issued by CCO Safari II, LLC pursuant to an indenture dated July 23, 2015, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp., CCO Safari II, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee and as collateral agent, as amended and supplemented (the “Indenture”), and assumed by Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. pursuant to a supplemental indenture dated May 18, 2016. Interest on each Note will accrue from the last interest payment date on which interest was paid on the tendered original note in exchange therefor or, if no interest has been paid on such original note, from the date of the original issue of such original note. Any original note that remains outstanding after completion of the exchange offer, together with the Notes, will be treated as a single class of securities under the Indenture.

The 2020 Notes, the 2022 Notes, 2025 Notes, the 2035 Notes, the 2045 Notes and the 2055 Notes, respectively, are each sometimes referred to as a separate “series” of Notes. In this section, we refer to Charter Communications Operating, LLC and Charter Communications Operating Capital Corp. as the “Issuers,” and we sometimes refer to them each as an “Issuer.” We may also refer to Charter Communications Operating, LLC, including its successors, as “Charter Operating.” Such references do not include any subsidiaries of such entities. You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.”

The following description is a summary of the material provisions of the Indenture, the Security Documents (as defined below) and the Intercreditor Agreement (as defined below). It does not restate the Indenture, the Security Documents and the Intercreditor Agreement in their entirety. We urge you to read the Indenture, the Security Documents and the Intercreditor Agreement because they, and not this description, define your rights as Holders of the Notes. The terms of the Notes will include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. Copies of the forms of Indenture, Security Documents and Intercreditor Agreement are available as set forth under “—Additional Information.”

Brief Description of the Notes

The Notes will be:

 

    senior obligations of the Issuers;

 

    pari passu in right of payment with all existing and future senior indebtedness of the Issuers (including obligations under the Credit Agreement and the Issuers’ guarantees of the Existing TWC Notes);

 

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