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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 09/21/2017|
FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Charter Communications Operating, LLC and Charter Communications Operating Capital Corp.
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 700
Chicago, Illinois 60602
Facsimile No.: (312) 827-8542
Attention: Corporate Trust Administration
Re: Charter Communications Operating, LLC and Charter Communications Operating Capital Corp.
☐ 4.200% Senior Secured Notes due 2028 (CUSIP [ ]) (the Notes)
Reference is hereby made to the Indenture, dated as of July 23, 2015 (the Base Indenture), among CCO Safari II, LLC, Charter Communications Operating, LLC(CCO), Charter Communications Operating Capital Corp. (together with CCO, the Issuers) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral Agent), as supplemented by the Seventh Supplemental Indenture dated as of September 18, 2017 (the Supplemental Indenture) among the Issuers, the guarantors party thereto, the Trustee and the Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Base Indenture and/or Supplemental Indenture, as applicable.
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).