INCREMENTAL ACTIVATION NOTICE

         

To:    Bank of America, N.A.,

as Administrative Agent under the Credit Agreement referred to below

Terms defined in the Credit Agreement are used herein as defined therein. In addition, the following terms have the meanings specified below:

“Term E Incremental Facility Effective Date”: the date on which the conditions specified in Article Three are satisfied.

“Term E Lender”: each Lender that holds a Term E Loan Commitment or that makes a Term E Loan.

“Term E Loan”: as defined in clause (a) of Article 2 of this Term E Incremental Activation Notice. The Term E Loans shall be a “Series” of Incremental Term Loans for purposes of the Credit Agreement.

“Term E Loan Commitment”: as to any Term E Lender, the obligation of such Lender to make Term E Loans in an aggregate principal amount not to exceed, as applicable,

(a) the amount set forth opposite such Lender's name under the heading “Term E Loan Commitment” on Schedule I or (b) the amount set forth in any Assignment and Assumption to which such Lender is a party as an Assignee, in each case as the same may be changed from time to time pursuant to the terms hereof and of the Credit Agreement. The Term E Loan Commitment of each Term E Lender shall automatically be permanently reduced by the amount of any Term E Loans made by it.

“Term E Incremental Activation Notice”: this Incremental Activation Notice.

The terms of the Term E Loans established pursuant to this Term E Incremental Activation Notice shall be identical to the terms of the Term D Loans under the Credit Agreement, subject to the following additional terms or as otherwise provided herein:

(a)Procedures for Borrowing Term E Loans. Subject to the terms and conditions hereof and in the Credit Agreement, the Term E Lender severally agrees to make a loan (“Term E Loan”) on the Term E Incremental Facility Effective Date in an amount equal to its Term E Loan Commitment pursuant to a single borrowing. The Term E Loans shall initially be the Type of Loan specified in the Notice of Borrowing delivered pursuant to clause (b) of Article Three below until otherwise converted or continued in accordance with the Credit Agreement.

(b)Incremental Term Maturity Date. The Incremental Term Maturity Date for the Term E Loans shall be July 1, 2020 (the “Term E Maturity Date”).

(f)Designation. The Term E Loans shall not constitute Refinancing Term Loans.

(g)Participation in Mandatory Prepayments from Asset Sales. The Term E Loans shall participate to the fullest extent permitted by Section 2.9(a) in any prepayment from amounts required to be applied to a prepay Term Loans pursuant to Section 2.9(a) of the Credit Agreement.

(h)Participation in Voluntary Prepayments; Soft-Call Protection. Voluntary repayments of the Term E Loans will be permitted at any time, without premium or penalty, subject to Section 2.18 of the Credit Agreement, except as provided in the following sentence. Notwithstanding anything to the contrary contained in the foregoing or in the Credit Agreement, at the time of the effectiveness of any Repricing Transaction that is consummated prior to the six month anniversary of the Term E Incremental Facility Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term E Loans, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Term E Loans prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of the Term E Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

(i)Assignment and Participation of Term E Loans. The Term E Loans shall be subject to the assignment and participation provisions applicable to Term Loans under Section 10.6 of the Credit Agreement.

(a)Counterparts of Agreement. The Administrative Agent shall have received duly executed and delivered counterparts (or written evidence thereof satisfactory to the Administrative Agent, which may include telecopy transmission of, as applicable, a signed signature page) of this Term E Incremental Activation Notice from (i) each Loan Party and (ii)  the Term E Lender listed on Schedule I.

(b)Notice of Borrowing. The Administrative Agent shall have received a duly completed Notice of Borrowing for the Term E Loans to be borrowed on the Term E Incremental Facility Effective Date.

(c)Opinion of Counsel to the Loan Parties. The Administrative Agent shall have received an opinion addressed to the Administrative Agent and the Lenders party to the Credit Agreement, dated the Term E Incremental Facility Effective Date, of Kirkland & Ellis LLP, counsel to the Loan Parties, covering such matters as the Administrative Agent and the Term E Lenders may reasonably request.

(d)Acquisition. The Borrower shall have consummated the acquisition of all the outstanding equity interests of BBHI Holdings, LLC (the “Acquired Business”) in accordance with, and pursuant to, the Purchase Agreement, dated as of February 7, 2013, between the Borrower and CSC Holdings, LLC (without any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Borrower, the Agents or the Lenders without the prior written consent of the Agents and the Term E Lenders).

(e)Refinancing. The Borrower shall have repaid all existing third-party indebtedness for borrowed money of the Acquired Business and its subsidiaries under the Credit Agreement, dated December 24, 2010, among the Acquired Business, Citibank, N.A. as administrative agent, and the other parties thereto and all commitments to lend thereunder shall have been terminated and all guarantees (if any) thereof and security (if any) with respect to the indebtedness repaid in connection therewith shall have been discharged and released, and the Term E Lender shall be satisfied that the Borrower shall repurchase and retire on the Term E Incremental Facility Effective Date all of the Acquired Business' 8.00% Senior Notes due 2018 that were validly tendered on or prior to 5:00 p.m. New York City time on June 21, 2013 pursuant to the Borrower's tender offer for such notes.

(f)Financial Statements. The Administrative Agent shall have received (a) GAAP audited consolidated balance sheets and related statements of income, stockholders' equity and cash flows of the Borrower (or, to the extent delivery of such financial information complies with Section 6.1 of the Credit Agreement, CCI) for the three most recent fiscal years ending at least 90 days prior to the Term E Incremental Facility Effective Date and (b) GAAP unaudited consolidated balance sheets and related statements of income, stockholders' equity and cash flows of the Borrower (or, to the extent delivery of such financial information complies with Section 6.1 of the Credit Agreement, CCI) for each subsequent fiscal quarter ended at least 45 days prior to the Term E Incremental Facility Effective Date.

(g)Solvency Certificate. The Administrative Agent and the Term E Lenders shall have received from the chief financial officer of the Borrower a certificate in form and substance satisfactory to the Administrative Agent and the Term E Lenders certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent.

(h)Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) either a certificate of each Loan Party, dated the Term E Incremental Facility Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments or a certification with respect to any such attachments that no change has been made to the versions most recently delivered to the Administrative Agent, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization.

(i)Fees and Expenses. The Borrower shall have paid, or concurrently with the effectiveness of this Term E Incremental Activation Notice shall pay, to the Administrative Agent for the account of the arrangers of the Term E Loans, the fees payable pursuant to the fee letter, dated as of February 7, 2013, as supplemented by the joinder agreement dated February 19, 2013, and the ticking fees in respect of the Term E Loans payable to Lenders as separately agreed between the Borrower and Credit Suisse Securities (USA) LLC and, to the extent invoiced, the reasonable documented out-of-pocket expenses of the Agents and such arrangers in connection with this Agreement (including reasonable documented out-of-pocket fees and expenses of counsel).

(j)PATRIOT Act; KYC Information. To the extent requested at least ten days prior to the Term E Incremental Facility Effective Date by any Lender, the Administrative Agent shall have received, at least five business days prior to the Term E Incremental Facility Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(a)Expenses. To the extent contemplated by Section 10.5 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent and each other Agent for its reasonable out of pocket expenses in connection with this Term E Incremental Activation Notice and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Administrative Agent.

(b)Effect of Term E Incremental Activation Notice. Except as expressly set forth herein, this Term E Incremental Activation Notice shall not by implication or otherwise limit, impair, constitute an amendment of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. From and after the Term E Incremental Facility Effective Date, all references to the Credit Agreement in any Loan Document shall, unless expressly provided otherwise, refer to the Credit Agreement as supplemented by this Term E Incremental Activation Notice.

(c)Counterparts; Integration; Effectiveness. This Term E Incremental Activation Notice may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Term E Incremental Activation Notice shall become effective when this Term E Incremental Activation Notice shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof and thereof

which, when taken together, bear the signatures of each of the other parties hereto and thereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Term E Incremental Activation Notice by telecopy shall be effective as delivery of a manually executed counterpart of this Term E Incremental Activation Notice.

(d)Governing Law. This Term E Incremental Activation Notice and the rights and obligations of the parties under this Term E Incremental Activation Notice shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

(e)Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Term E Incremental Activation Notice and shall not affect the construction of, or be taken into consideration in interpreting, this Term E Incremental Activation Notice.

CCO HOLDINGS, LLC

By: /s/ Thomas M. Degnan    

Name: Thomas M. Degnan

Title: Senior Vice President - Finance and Corporate Treasurer

CHARTER COMMUNICATIONS OPERATING, LLC

By: /s/ Thomas M. Degnan    

Name: Thomas M. Degnan

Title: Senior Vice President - Finance and Corporate Treasurer

THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE II HERTO

By: /s/ Thomas M. Degnan    

Name: Thomas M. Degnan

Title: Senior Vice President - Finance and Corporate Treasurer

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as the Term E Lender

By: /s/ Vipul Dhadda    

Name: Vipul Dhadda

Title: Authorized Signatory

By: /s/ Michael D'Onofrio    

Name: Michael D'Onofrio

Title: Authorized Signatory

ACKNOWLEDGED AND ACCEPTED:

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Don B. Pinzon

Name: Don B. Pinzon

Title: Vice President

American Cable Entertainment Company, LLC, a Delaware limited liability company

Cable Equities Colorado, LLC, a Delaware limited liability company

CCO Purchasing, LLC, a Delaware limited liability company

Charter Advertising of Saint Louis, LLC, a Delaware limited liability company

Charter Cable Operating Company, LLC, a Delaware limited liability company

Charter Cable Partners, LLC, a Delaware limited liability company

Charter Communications Entertainment I, LLC, a Delaware limited liability company

Charter Communications Entertainment II, LLC, a Delaware limited liability company

Charter Communications Entertainment, LLC, a Delaware limited liability company

Charter Communications Properties LLC, a Delaware limited liability company

Charter Communications, LLC, a Delaware limited liability company

Charter Distribution, LLC, a Delaware limited liability company

Charter Helicon, LLC, a Delaware limited liability company

Charter RMG, LLC, a Delaware limited liability company

HPI Acquisition Co. LLC, a Delaware limited liability company

Interlink Communications Partners, LLC, a Delaware limited liability company

Long Beach, LLC, a Delaware limited liability company

Marcus Cable Associates, L.L.C., a Delaware limited liability company

Marcus Cable of Alabama, L.L.C., a Delaware limited liability company

Peachtree Cable TV, LLC, a Delaware limited liability company

Rifkin Acquisition Partners, LLC, a Delaware limited liability company

Tennessee, LLC, a Delaware limited liability company

Vista Broadband Communications, LLC, a Delaware limited liability company

Cable Equities of Colorado Management Corp., a Colorado corporation

Marcus Cable, Inc., a Delaware corporation

Robin Media Group, Inc., a Nevada corporation

Helicon Partners I, L.P., a Delaware limited partnership

Peachtree Cable TV, L.P., a Delaware limited partnership

The Helicon Group, L.P., a Delaware limited partnership

Charter Communications Operating Capital Corp., a Delaware corporation

CCO NR Holdings, LLC, a Delaware limited liability company

Charter Communications Ventures, LLC, a Delaware limited liability company

CC Systems, LLC, a Delaware limited liability company

CC Fiberlink, LLC, a Delaware limited liability company

Charter Fiberlink - Alabama, LLC, a Delaware limited liability company

Charter Fiberlink - Illinois, LLC

Charter Fiberlink CCO, LLC, a Delaware limited liability company

Charter Fiberlink - Michigan, LLC, a Delaware limited liability company

Charter Fiberlink - Missouri, LLC, a Delaware limited liability company

Charter Fiberlink TX-CCO, LLC, a Delaware limited liability company

Charter Communications VII, LLC, a Delaware limited liability company

Falcon Cable Communications, LLC, a Delaware limited liability company

Falcon Community Cable, L.P., a Delaware limited partnership

Falcon Video Communications, L.P., a Delaware limited partnership

Falcon Cable Media, a California limited partnership

Falcon Community Ventures I Limited Partnership, a California limited partnership

Falcon Cable Systems Company II, L.P., a California limited partnership

Falcon Cablevision, a California limited partnership

Falcon Telecable, a California limited partnership

Falcon First, Inc., a Delaware corporation

Falcon First Cable of New York, Inc., a Delaware corporation

Falcon First Cable of the Southeast, Inc., a Delaware corporation

Athens Cablevision Inc., a Delaware corporation

Dalton Cablevision Inc., a Delaware corporation

Plattsburgh Cablevision Inc., a Delaware corporation

Scottsboro TV Cable, Inc., an Arizona corporation

Ausable Cable TV, Inc., a New York corporation

Charter Fiberlink AR-CCVII, LLC, a Delaware limited liability company

Charter Fiberlink NV-CCVII, LLC, a Delaware limited liability company

Charter Fiberlink OR-CCVII, LLC, a Delaware limited liability company

Charter Fiberlink WA-CCVII, LLC, a Delaware limited liability company

Charter Communications VI, LLC, a Delaware limited liability company

CC 10, LLC, a Delaware limited liability company

CC VI Operating Company, LLC, a Delaware limited liability company

Tioga Cable Company, Inc., a Pennsylvania corporation

Charter Fiberlink MS-CCVI, LLC, a Delaware limited liability company

Charter Fiberlink CA-CCO, LLC, a Delaware limited liability company

Charter Fiberlink MA-CCO, LLC, a Delaware limited liability company

Charter Fiberlink NC-CCO, LLC, a Delaware limited liability company

Charter Fiberlink OH-CCO, LLC, a Delaware limited liability company

Charter Fiberlink SC-CCO, LLC, a Delaware limited liability company

Charter Fiberlink VA-CCO, LLC, a Delaware limited liability company

Charter Fiberlink VT-CCO, LLC, a Delaware limited liability company

CC V Holdings, LLC, a Delaware limited liability company

CC VIII, LLC, a Delaware limited liability company

CC VIII Holdings, LLC, a Delaware limited liability company

CC VIII Operating, LLC, a Delaware limited liability company

CC Michigan, LLC, a Delaware limited liability company

Charter Communications V, LLC, a Delaware limited liability company

Charter Fiberlink CC VIII, LLC, a Delaware limited liability company

Hometown TV, Inc., a New York corporation

Midwest Cable Communications, Inc., a Minnesota corporation

Charter Video Electronics, Inc., a Minnesota corporation

Renaissance Media LLC, a Delaware limited liability company

CC VIII Leasing of Wisconsin, LLC, a Wisconsin limited liability company

Charter Cable Leasing of Wisconsin, LLC, a Wisconsin limited liability company

Charter Stores FCN, LLC, a Delaware limited liability company

Pacific Microwave Joint Venture

CC VI Fiberlink, LLC, a Delaware limited liability company

CC VII Fiberlink, LLC, a Delaware limited liability company

CC VIII Fiberlink, LLC, a Delaware limited liability company

CCO Fiberlink, LLC, a Delaware limited liability company

CCO SoCal I, LLC, a Delaware limited liability company

CCO SoCal II, LLC, a Delaware limited liability company

CCO SoCal Vehicles, LLC, a Delaware limited liability company

Charter Fiberlink CT - CCO, LLC, a Delaware limited liability company

Charter Fiberlink - Georgia, LLC, a Delaware limited liability company

Charter Fiberlink LA - CCO, LLC, a Delaware limited liability company

Charter Fiberlink - Nebraska, LLC, a Delaware limited liability company

Charter Fiberlink NY - CCO, LLC, a Delaware limited liability company

Charter Fiberlink - Tennessee, LLC, a Delaware limited liability company

Charter Advanced Services (CA), LLC, a Delaware limited liability company

Charter Advanced Services (CT), LLC, a Delaware limited liability company

Charter Advanced Services (LA), LLC, a Delaware limited liability company

Charter Advanced Services (MA), LLC, a Delaware limited liability company

Charter Advanced Services (NC), LLC, a Delaware limited liability company

Charter Advanced Services (NH), LLC, a Delaware limited liability company

Charter Advanced Services (N), LLC, a Delaware limited liability company

Charter Advanced Services (SC), LLC, a Delaware limited liability company

Charter Advanced Services (VA), LLC, a Delaware limited liability company

Charter Advanced Services (VT), LLC, a Delaware limited liability company

Charter Advanced Services (AL), LLC, a Delaware limited liability company

Charter Advanced Services (GA), LLC, a Delaware limited liability company

Charter Advanced Services (IL), LLC, a Delaware limited liability company

Charter Advanced Services (MI), LLC, a Delaware limited liability company

Charter Advanced Services (MO), LLC, a Delaware limited liability company

Charter Advanced Services (NE), LLC, a Delaware limited liability company

Charter Advanced Services (TN), LLC, a Delaware limited liability company

Charter Advanced Services (TX), LLC, a Delaware limited liability company

Charter Advanced Services (WI), LLC, a Delaware limited liability company

Charter Advanced Services (MN), LLC, a Delaware limited liability company

Charter Advanced Services (NV), LLC, a Delaware limited liability company

Charter Advanced Services (OR), LLC, a Delaware limited liability company

Charter Advanced Services (WA), LLC, a Delaware limited liability company

Charter Advanced Services VIII (MI), LLC, a Delaware limited liability company

Charter Advanced Services VIII (MN), LLC, a Delaware limited liability company

Charter Advanced Services VIII (WI), LLC, a Delaware limited liability company

Bresnan Broadband Holdings, LLC, a Delaware limited liability company

Bresnan Communications, LLC, a Delaware limited liability company

Bresnan Digital Services, LLC, a Delaware limited liability company

Bresnan Microwave of Montana, LLC, a Delaware limited liability company

Bresnan Broadband of Colorado, LLC, a Colorado limited liability company

Bresnan Broadband of Montana, LLC, a Montana limited liability company

Bresnan Broadband of Wyoming, LLC, a Wyoming limited liability company

Bresnan Broadband of Utah, LLC, a Utah limited liability company