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425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015
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EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[CCO Holdings, LLC

CCO Holdings Capital Corp.]

[CCOH Safari, LLC]

c/o Charter Communications, Inc.

400 Atlantic Street, 10th Floor

Stamford, Connecticut 06901

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

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Facsimile No.: (312) 827-8542

Attention: Corporate Trust Administration

Re: CCO Holdings, LLC and CCO Holdings Capital Corp.

¨ [    ]% Senior Notes due [        ] (CUSIP [        ]) (the “Notes”)

Reference is hereby made to the Indenture, dated as of November 20, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), among CCO Holdings, LLC (the “Company”), CCO Holdings Capital Corp. (“Capital Corp”), CCOH Safari, LLC (together with the Company and Capital Corp, the “Issuers”), and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the 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 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”).

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 Company 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

 

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