SEC filing – odaterad – 0001104659-26-003739-xbrl.zip

to the Supplemental Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor

has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of

the proposed transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note

will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or

the Definitive Notes and in the Supplemental Indenture and the Securities Act.

 

B- 2

 

 

¨               4.

Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

 

¨               (i) Check

if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under

the Securities Act and in compliance with the transfer restrictions contained in the Supplemental Indenture and any applicable blue sky

securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Supplemental Indenture

and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed

Transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive Note will no longer

be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted

Definitive Notes and in the Supplemental Indenture.

 

¨               (ii) Check

if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or

Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Supplemental Indenture and any

applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Supplemental

Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation

of the proposed Transfer in accordance with the terms of the Supplemental Indenture, the transferred beneficial interest or Definitive

Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global

Notes, on Restricted Definitive Notes and in the Supplemental Indenture.

 

¨               (iii) Check

if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from

the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the

transfer restrictions contained in the Supplemental Indenture and any applicable blue sky securities laws of any State of the United

States and (ii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the

Supplemental Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated

in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Supplemental Indenture.

 

B- 3

 

 

This certificate and the statements contained herein

are made for your benefit and the benefit of the Issuers.

 

 
 

[Insert Name of Transferor]
 

 
 

By
 
 

 
Name:
 

 
Title:
 

 
 

Dated:
 
 

 

B- 4

 

 

ANNEX A TO CERTIFICATE OF TRANSFER

 

1.             The

Transferor owns and proposes to transfer the following:

 

[CHECK ONE OF (a) OR (b)]

 

¨              (a)              a

beneficial interest in the:

 

¨              (i)               Rule 144A

Global Note (CUSIP __________), or

 

¨              (ii)              Regulation

S Global Note (CUSIP _________), or

 

¨              (b)              a

Restricted Definitive Note.

 

2.              After

the Transfer the Transferee will hold:

 

[CHECK ONE]

 

¨              (a)              a

beneficial interest in the:

 

¨              (i)               Rule 144A

Global Note (CUSIP __________), or

 

¨              (ii)              Regulation

S Global Note (CUSIP _________), or

 

¨              (iii)             Unrestricted

Global Note (CUSIP _________); or

 

¨              (b)              a

Restricted Definitive Note; or

 

¨              (c)              an

Unrestricted Definitive Note,

 

in accordance with the terms of the Supplemental Indenture.

 

B- 5

 

 

EXHIBIT C

 

FORM OF CERTIFICATE OF EXCHANGE

 

CCO Holdings, LLC


CCO Holdings Capital Corp.


400 Washington Blvd.


Stamford, Connecticut 06902

 

The Bank of New York Mellon Trust Company, N.A.


311 South Wacker Drive 

Suite 6200B, Floor 62 

Mailbox #44


Chicago, Illinois


60606


Attention: Corporate Trust Administration

 

Re: CCO

Holdings, LLC and CCO Holdings Capital Corp.

¨ [7.000%

Senior Notes due 2033] [7.375% Senior Notes due 2036] (CUSIP [              ])

(the “ Notes ”)

 

Reference is hereby made to the Indenture, dated

as of May 23, 2019, among CCO Holdings, LLC (“ CCO Holdings ”), CCO Holdings Capital Corp. (together with

CCO Holdings, the “ Issuers ”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented

by the Eleventh Supplemental Indenture dated as of January 13, 2026 (the “ Supplemental Indenture ”). Capitalized

terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.

 

__________________________ (the “ Owner ”)

owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________________________

in such Note[s] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies

that:

 

1.               Exchange

of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests

in an Unrestricted Global Note

 

¨               (i) Check

if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection

with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global

Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s

own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the

Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”),

(iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required in

order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired

in compliance with any applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest

in a Regulation S Global Note to beneficial interest in an Unrestricted Global Note, the Owner further certifies that it is either (x) a

non-U.S. Person to whom Notes would be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a

transaction that did not require registration under the Securities Act.

 

C- 1

 

 

¨               (ii) Check

if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange

of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies

(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected

in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities

Act, (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable

blue sky securities laws of any state of the United States.

 

¨               (iii) Check

if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s

Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the

beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in

compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities

Act, (iii) the restrictions on transfer contained in the Supplemental Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any

applicable blue sky securities laws of any state of the United States. If the Exchange is from beneficial interest in a Regulation S

Global Note to an Unrestricted Definitive Note, the Owner further certifies that it is either (x) a non-U.S. Person to whom Notes

could be transferred in accordance with Regulation S or (y) a U.S. Person who purchased Notes in a transaction that did not require

registration under the Securities Act.

 

¨               (iv) Check

if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted

Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired

for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions

applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer

contained in the Supplemental Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities

Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any

state of the United States.

 

C- 2

 

 

2.               Exchange

of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests

in Restricted Global Notes

 

¨               (i) Check

if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of

the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the

Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. If the

Exchange is from beneficial interest in a Regulation S Global Note to a Restricted Definitive Note, the Owner further certifies that

it is either (x) a non-U.S. Person to whom Notes could be transferred in accordance with Regulation S or (y) a U.S. Person

who purchased Notes in a transaction that did not require registration under the Securities Act. Upon consummation of the proposed Exchange

in accordance with the terms of the Supplemental Indenture, the Restricted Definitive Note issued will continue to be subject to the

restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Supplemental

Indenture and the Securities Act.

 

¨               (ii) Check

if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of

the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ Rule 144A

Global Note or ¨ Regulation

S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s

own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to

the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky

securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Supplemental

Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend

printed on the relevant Restricted Global Note and in the Supplemental Indenture and the Securities Act.

 

C- 3

 

 

This certificate and the statements contained herein

are made for your benefit and the benefit of the Issuers.

 

 
 

[Insert Name of Transferor]
 

 
 

By
    
 

 
Name:
 

 
Title:
 

 
 

Dated:
 
 

 

C- 4

 

 

EXHIBIT D

 

FORM OF CERTIFICATE FROM


ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

 

CCO Holdings, LLC


CCO Holdings Capital Corp.


400 Washington Blvd.


Stamford, Connecticut 06902

 

The Bank of New York Mellon Trust Company, N.A.


311 South Wacker Drive 

Suite 6200B, Floor 62 

Mailbox #44


Chicago, Illinois


60606


Attention: Corporate Trust Administration

 

Re: CCO

Holdings, LLC and CCO Holdings Capital Corp.

¨ [7.000%

Senior Notes due 2033] [7.375% Senior Notes due 2036] (CUSIP [              ])

(the “ Notes ”)

 

Reference is hereby made to the Indenture, dated

as of May 23, 2019, among CCO Holdings, LLC (“ CCO Holdings ”), CCO Holdings Capital Corp. (together with

CCO Holdings, the “ Issuers ”), and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented

by the Eleventh Supplemental Indenture dated as of January 13, 2026 (the “ Supplemental Indenture ”). Capitalized

terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.

 

In connection with our proposed purchase of $____________

aggregate principal amount of:

 

(i)              ¨              a

beneficial interest in a Global Note, or

 

(ii)             ¨              a

Definitive Note,

 

we confirm that:

 

1.              We

understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth

in the Supplemental Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or

any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended

(the “Securities Act”).

 

D- 1

 

 

2.              We

understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest

therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts

for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (a) to

the Issuers or any subsidiary thereof, (b) in accordance with Rule 144A under the Securities Act to a “qualified institutional

buyer” (as defined therein), (c) to an institutional “accredited investor” (as defined below) that, prior to such

transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially

in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is

in compliance with the Securities Act, (d) outside the United States in accordance with Rule 904 of Regulation S under the

Securities Act, (e) pursuant to the provisions of Rule 144(d) under the Securities Act or (f) pursuant to an effective

registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial

interest in a Global Note from us in a transaction meeting the requirements of clauses (a) through (e) of this paragraph a

notice advising such purchaser that resales thereof are restricted as stated herein.

 

3.              We

understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuers

such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed

sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing

effect.

 

4.              We

are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D

under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the

merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk

of our or its investment.

 

5.              We

are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which

is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

 

You and the Issuers are entitled to rely upon this

letter and are irrevocably authorized to produce this letter or a copy to any interested party in any administrative or legal proceedings

or official inquiry with respect to the matters covered hereby.

 

 
 

[Insert Name of Transferor]
 

 
 

By
 
 

 
Name:
 

 
Title:
 

 
 

Dated:
 
 

 

D- 2