SEC Filings

Exhibit 10.1

CHARTER COMMUNICATIONS OPERATING, LLC

CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.

3.750% SENIOR SECURED NOTES DUE 2028

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

July 6, 2017

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Deutsche Bank Securities Inc.

Citigroup Global Markets Inc.

Wells Fargo Securities, LLC

Credit Suisse Securities (USA) LLC

UBS Securities LLC

Goldman Sachs & Co. LLC

As representatives (“Representatives”) of the Purchasers

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Charter Communications Operating, LLC, a Delaware limited liability company (the “CCO”), and Charter Communications Operating Capital Corp. (together with CCO, 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) $1,000,000,000 aggregate principal amount of their 3.750% Senior Secured Notes due 2028 (the “Notes”) on July 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantors (as defined herein) 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:

SECTION 1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Additional Guarantors” shall mean any subsidiary of the Issuers that executed a Joinder Agreement and guarantee supplemental indenture under the Indenture after the Closing Date.

“Agreement” shall mean this Exchange and Registration Rights Agreement.

“Base Indenture” shall mean the Indenture, dated as of July 23, 2015, among the Issuers, CCO Safari II, LLC, the Trustee and the Collateral Agent.