SEC filing – odaterad – tm263008d1_ex4-2.htm

¨               (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