CCH II, LLC CCH II CAPITAL CORP. SECOND SUPPLEMENTAL INDENTURE Dated as of September 14, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
Exhibit
10.1
CCH
II, LLC
CCH
II CAPITAL CORP.
10.25%
Senior Notes due 2010
Dated
as of September 14, 2006
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
Trustee
SECOND
SUPPLEMENTAL INDENTURE dated as of September 14, 2006 (this "Supplemental
Indenture"),
among
CCH II, LLC, a Delaware limited liability company, CCH II CAPITAL CORP., a
Delaware corporation (collectively, the "Issuers"),
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION (the "Trustee").
WHEREAS,
the
Issuers and the Trustee have entered into an Indenture dated as of September
23,
2003 and a First Supplemental Indenture dated as of January 30, 2006, each
by
and among the Issuers and the Trustee (as supplemented, the "Indenture"),
relating to the Issuers' 10.25% Senior Notes due 2010 (the "Outstanding
10.25% Notes");
WHEREAS,
the
Issuers 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 $146,204,000 aggregate
principal amount of 10.25% Notes due 2010 (the "Additional
10.25% 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 10.25% Notes shall constitute Additional Notes pursuant to the
Indenture;
WHEREAS,
the
Issuers desire to correct a defect in the definition of “Charter Holdings
Indentures”;
WHEREAS,
Section 9.01(1) of the Indenture permits the Issuers and the Trustee to amend
the Indenture to cure any ambiguity, defect or inconsistency without the consent
of any Holders;
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 10.25% NOTES.
SECTION
1.01. DESIGNATION
OF THE NOTES.
The
changes, modifications and supplements to the Indenture effected by this
Supplemental Indenture (other than those effected by Article III) shall be
applicable only with respect to, and govern the terms of, the Additional 10.25%
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.
The
changes, modifications and supplements to the Indenture effected by this
Supplemental Indenture pursuant to Article
III shall
be
applicable with respect to, and govern the terms of, the Outstanding 10.25%
Notes and the Additional 10.25% Notes and any other Notes that may be issued
under the Indenture. Pursuant
to this Supplemental Indenture, there is hereby designated an additional
$146,204,000 aggregate principal amount of the series of Notes under the
Indenture entitled "10.25% Senior Notes due 2010."
SECTION
1.02. OTHER
TERMS OF THE NOTES.
(a) General.
Without
limiting the foregoing provisions of this Article I, the terms of the Additional
10.25% Notes shall be as set forth in the form of Note set forth in Exhibit
A
and Exhibit B hereto and as provided in the Indenture, as supplemented by this
Supplemental Indenture. The Additional 10.25% Notes shall initially be evidenced
by a temporary Global Note (the “Temporary Global Note”) in the form of Exhibit
A hereto. The Additional 10.25% Notes shall have the same terms, including
without limitation, the same maturity date,
1
interest
rate, redemption and other provisions and interest payment dates as the
Outstanding 10.25% Notes, and will be part of the same series as the Outstanding
10.25% Notes, except that interest will accrue from the date of issuance
thereof
and the Temporary Global Note will not be fungible with the Outstanding 10.25%
Notes until the Temporary Global Note is replaced with a permanent Global
Note
in accordance with clause (c) below. For all purposes under the Indenture,
the
term "Notes" shall include the Outstanding 10.25% Notes and the Additional
10.25% Notes.
(b) Issue
Date.
The
Additional 10.25% Notes shall be issued on September 14, 2006.
(c) CUSIP.
The
CUSIP number for the Additional 10.25% Notes shall initially be 00000XXX0.
On
the first interest payment date, the Trustee shall cancel the Temporary Global
Note, the Issuers shall issue a replacement Global Note in the form of Exhibit
B
hereto (the “Permanent
Global Note”)
and
the Trustee shall authenticate the Permanent Global Note. The CUSIP number
for
the Permanent Global Note shall be 00000XXX0.
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 10.25% NOTES.
Additional
10.25% Notes in the
aggregate principal amount equal to $146,204,000 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 10.25% Notes pursuant to Section 2.02
of
the Indenture and Section 1.02 of this Supplemental Indenture.
ARTICLE
III
AMENDMENT
TO DEFINITION OF “CHARTER HOLDINGS INDENTURES”.
This
Supplemental Indenture
hereby amends Section 1.01 of the Indenture by deleting the reference to
“11.750% Senior Discount Notes Due 2011 dated January 2002” at the end of clause
(a) of the definition of “Charter Holdings Indentures” and substituting “12.125%
Senior Discount Notes Due 2012 dated January 2002” in place
thereof.
ARTICLE
IV
MISCELLANEOUS.
SECTION
4.01. AMENDMENT
AND SUPPLEMENT.
This
Supplemental Indenture or
the Additional 10.25% Notes may be amended or supplemented as provided for
in
the Indenture.
SECTION
4.02. CONFLICTS.
In
the event of any conflict between this Supplemental Indenture and the Indenture,
the provisions of this Supplemental Indenture shall prevail.
SECTION
4.03. GOVERNING
LAW.
THIS
SUPPLEMENTAL INDENTURE AND THE ADDITIONAL 10.25% 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 10.25%
NOTES.
2
SECTION
4.04. 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
4.05. RATIFICATION.
The
Indenture, as supplemented by this Supplemental Indenture, shall remain in
full
force and effect and is in all respects ratified and confirmed.
SECTION
4.06.
SEVERABILITY.
In
case
any one or more of the provisions contained in this Supplemental Indenture
or in
the Additional 10.25% 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
4.07. TRUSTEE
DISCLAIMER.
The
recitals contained herein shall be taken as the statements of the Issuers,
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
II, LLC
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Senior Vice President, Strategic Planning
CCH
II CAPITAL CORP.
By:/s/
Xxxxxx Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Senior Vice President, Strategic Planning
XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Vice President
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EXHIBIT
A
FORM
OF TEMPORARY GLOBAL NOTE
[SEE
ATTACHED]
A-1
EXHIBIT
B
FORM
OF PERMANENT GLOBAL NOTE
[SEE
ATTACHED]
B-1
