CCH I, LLC and CCH I CAPITAL CORP., as Issuers, CHARTER COMMUNICATIONS HOLDINGS, LLC, as Parent Guarantor, and THE BANK OF NEW YORK TRUST COMPANY, NA, as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 14, 2006
Exhibit
10.4
CCH
I, LLC
and
CCH
I CAPITAL CORP.,
as
Issuers,
CHARTER
COMMUNICATIONS HOLDINGS, LLC,
as
Parent
Guarantor,
and
THE
BANK OF NEW YORK TRUST COMPANY, NA,
as
Trustee
11.00%
Senior Secured Notes due 2015
DATED
AS OF SEPTEMBER 14, 2006
FIRST
SUPPLEMENTAL INDENTURE dated as of September 14, 2006 (this “Supplemental
Indenture”),
among
CCH I, LLC, a Delaware limited liability company, CCH I CAPITAL
CORP.,
a
Delaware corporation (collectively, the “Issuers”),
CHARTER
COMMUNICATIONS HOLDINGS, LLC,
a
Delaware limited liability company (the “Parent
Guarantor”),
and
THE
BANK
OF NEW YORK TRUST COMPANY, NA
(the
“Trustee”).
WHEREAS,
the Issuers,
the
Parent Guarantor and
the
Trustee have entered into an Indenture dated as of September 28, 2005, by and
among the Issuers, the Parent Guarantor and the Trustee (the “Indenture”),
relating to the Issuers' 11.00% Senior Secured Notes due 2015 (the “Initial
11.00% Notes”);
WHEREAS,
the Issuers and the Parent Guarantor desire and have requested that the Trustee
join them in the execution and delivery of this Supplemental Indenture in order
to establish and provide for the issuance by the Issuers of an additional
$462,006,000 aggregate principal amount of 11.00% Senior Secured Notes due
2015
(the “Additional
11.00% Notes”);
WHEREAS,
Section 2.02 of the Indenture provides for the issuance of Additional Notes
and
Section 9.01(3) of the Indenture permits supplementing the Indenture to
establish a series of Additional Notes without the consent of any
Holders;
WHEREAS,
the Additional 11.00% Notes shall constitute Additional Notes pursuant to the
Indenture;
WHEREAS,
the conditions set forth in the Indenture for the execution and delivery of
this
Supplemental Indenture have been complied with; and
WHEREAS,
all things necessary to make this Supplemental Indenture a valid supplement
to
the Indenture pursuant to its terms and the terms of the Indenture have been
done.
NOW,
THEREFORE, the parties hereto agree as follows:
ARTICLE
I
GENERAL
TERMS AND CONDITIONS OF THE ADDITIONAL 11.00% NOTES.
SECTION 1.01. DESIGNATION OF NOTES.
The
changes, modifications and supplements to the Indenture effected by this
Supplemental Indenture shall be applicable only with respect to, and govern
the
terms of, the Additional 11.00% Notes and shall not apply to any other Notes
that have been or may be issued under the Indenture unless a supplemental
indenture with respect to such other Notes specifically incorporates such
changes, modifications and supplements. Pursuant to this Supplemental Indenture,
there is hereby designated an additional $462,006,000 aggregate principal amount
of the series of Notes under the Indenture entitled “11.00% Senior Secured Notes
due 2015.” The Additional 11.00% Notes shall be evidenced by one or more Global
Notes in the form of Exhibit A hereto. The Additional 11.00% Notes shall have
the same terms, including without limitation, the same maturity date, interest
rate, redemption and other provisions and interest payment dates as the Initial
11.00% Notes, and will be part of the same series as the Initial 11.00% Notes.
For all purposes under the Indenture, the term “Notes” shall include the Initial
11.00% Notes and the Additional 11.00% Notes.
SECTION 1.02. OTHER TERMS OF THE NOTES.
(a) General.
Without
limiting the foregoing provisions of this Article I, the terms of the Additional
11.00% Notes shall be as set forth in the form of Notes set forth in Exhibit
A
hereto and as provided in the Indenture, as supplemented by this Supplemental
Indenture.
(b) Issue
Date; First Interest Payment.
The
Additional 11.00% Notes shall be issued on September 14, 2006 and shall accrue
interest from the date of issuance.
1
(c) Restricted
Notes.
The
Global Notes evidencing the Additional 11.00% Notes shall initially bear the
Private Placement Legend.
(d) CUSIP.
The
CUSIP numbers for the Additional 11.00% Notes shall initially be ▇▇▇▇▇▇▇▇▇,
in
the case of the Regulation S Global Note, and ▇▇▇▇▇▇▇▇▇, in the case of the
QIB
Global Note.
(e) Registration
Rights Agreement.
The
Additional 11.00% Notes shall be entitled to the benefits of a Registration
Rights Agreement, dated as of September 14, 2006, by and among the Issuers,
CCH
II, LLC, CCH II Capital Corp., the Parent Guarantor, Banc of America Securities
LLC and Citigroup Global Markets Inc.
SECTION
1.03 DEFINITIONS. Capitalized
terms used herein but not otherwise defined shall have the respective meanings
assigned thereto in the Indenture.
ARTICLE
II
ADDITIONAL
ISSUANCE OF ADDITIONAL 11.00% NOTES.
Additional
11.00% Notes in the aggregate principal amount equal to $462,006,000 may, upon
execution of this Supplemental Indenture, be executed by the Issuers and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery such Additional 11.00% Notes
pursuant to Section 2.02 of the Indenture.
ARTICLE
III
MISCELLANEOUS.
SECTION 3.01. AMENDMENT AND SUPPLEMENT.
This
Supplemental Indenture or the Additional 11.00% Notes may be amended or
supplemented as provided for in the Indenture.
SECTION 3.02. CONFLICTS.
In
the
event of any conflict between this Supplemental Indenture and the Indenture,
the
provisions of this Supplemental Indenture shall prevail.
SECTION 3.03. GOVERNING LAW.
THIS
SUPPLEMENTAL INDENTURE AND THE ADDITIONAL 11.00% NOTES SHALL BE GOVERNED BY,
AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF
THE
COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR
RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE ADDITIONAL 11.00%
NOTES.
SECTION 3.04. COUNTERPARTS.
The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Supplemental
Indenture.
SECTION 3.05. RATIFICATION.
The
Indenture, as supplemented by this Supplemental Indenture, shall remain in
full
force and effect and is in all respects ratified and
confirmed.
2
SECTION 3.06. SEVERABILITY.
In
case
any one or more of the provisions contained in this Supplemental Indenture
or in
the Additional 11.00% Notes, as the case may be, shall for any reason be held
to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect or impair any other provisions of this
Supplemental Indenture or of such Notes.
SECTION
3.07. TRUSTEE DISCLAIMER.
The
recitals contained herein shall be taken as the statements of the Issuers and
the Parent Guarantor, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture.
[Signature
pages follow.]
3
SIGNATURES
IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be
duly
executed, all as of the date first above written.
CCH
I, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President, Strategic Planning
CCH
I CAPITAL CORP.
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President, Strategic Planning
CHARTER
COMMUNICATIONS HOLDINGS, LLC,
as Parent Guarantor
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
Senior Vice President, Strategic Planning
THE
BANK OF NEW YORK TRUST COMPANY, NA, as Trustee
By: /s/ M ▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT
A
FORMS
OF GLOBAL NOTES
[SEE
ATTACHED]