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CLASSIC CABLE, INC.,
as Issuer,
the SUBSIDIARY GUARANTORS named herein,
as Guarantors
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 28, 1999
to
INDENTURE
Dated as of July 29, 1998
between
CLASSIC CABLE, INC., as Issuer
the SUBSIDIARY GUARANTORS named therein, as Guarantors
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee
$125,000,000
9 7/8% SENIOR SUBORDINATED NOTES DUE 2008
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This FIRST SUPPLEMENTAL INDENTURE, dated as of July 28, 1999 (the
"First Supplemental Indenture"), is entered into by and among Classic Cable,
Inc., a Delaware corporation (the "Issuer"), the existing subsidiary guarantors
of the Issuer set forth on Schedule 1 attached hereto (the "Classic
Subsidiaries"), Xxxxxx Group, Inc., a Delaware corporation ("Xxxxxx"), each
subsidiary of Xxxxxx set forth on Schedule 2 attached hereto, (the "Xxxxxx
Subsidiaries") and Chase Bank of Texas, National Association, a national banking
association, as Trustee (the "Trustee").
WHEREAS, the Issuer has heretofore executed and delivered to the
Trustee an Indenture dated as of July 29, 1998 (the "Indenture"), providing for
the issuance of its 9 7/8% Senior Subordinated Notes due 2008 (the "Initial
Securities") and, when and if issued as provided in the Registration Rights
Agreement, its 9 7/8% Senior Subordinated Notes due 2008, Series B (the
"Exchange Securities" and, together with the Initial Securities, the
"Securities"); and
WHEREAS, the Issuer has entered into that certain securities purchase
agreement, dated May 11, 1999, among the Issuer and Xxxxxx, whereby the Issuer
will acquire all of the issued and outstanding stock of Xxxxxx (the
"Acquisition"); and
WHEREAS, the Acquisition will be completed on July 28, 1999, at which
time Xxxxxx will become a wholly owned subsidiary of the Issuer; and
WHEREAS, the Issuer desires, following the consummation of the
Acquisition and pursuant to Section 4.19 of the Indenture, that Xxxxxx and each
of the Xxxxxx Subsidiaries become Restricted Subsidiaries (as defined in the
Indenture) under the Indenture; and
WHEREAS, Xxxxxx and each of the Xxxxxx Subsidiaries agree, for
sufficient consideration hereby acknowledged, to each become a Subsidiary
Guarantor (as defined in the Indenture) by guaranteeing the obligations of the
Issuer under the Indenture in accordance with the terms thereof; and
WHEREAS, pursuant to Section 11.07 of the Indenture, the addition of
Xxxxxx and the Xxxxxx Subsidiaries as Subsidiary Guarantors (as defined in the
Indenture) is permitted under the Indenture; and
WHEREAS, Xxxxxx and the Xxxxxx Subsidiaries have each been duly
authorized by their respective Boards of Directors to enter into, execute and
deliver this First Supplemental Indenture;
NOW, THEREFORE, for and in consideration of the premises and covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Issuer, each
Subsidiary Guarantor and the Trustee agree as follows:
SECTION 1. The Trustee hereby consents to the addition of Xxxxxx and the Xxxxxx
Subsidiaries as Subsidiary Guarantors under the Indenture.
SECTION 2. Simultaneously with the closing of the Acquisition (the "Effective
Time"), Xxxxxx and each of the Xxxxxx Subsidiaries shall become, and each
Classic subsidiary that was a
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Subsidiary Guarantor under the Indenture shall remain and continue to be, a
Subsidiary Guarantor under and as defined in the Indenture. At the Effective
Time, Xxxxxx and each of the Xxxxxx Subsidiaries shall assume all the
obligations of a Subsidiary Guarantor under the Securities and the Indenture,
and each of them hereby, jointly and severally, unconditionally guarantees the
full and prompt payment of the principal of, premium, if any, and interest on
the Securities under the Indenture in accordance with the terms of the
Securities and the Indenture.
SECTION 3. Except as expressly supplemented by this First Supplemental
Indenture, the Indenture and the Securities issued thereunder are in all
respects ratified and confirmed and all of the rights, remedies, terms,
conditions, covenants and agreements of the Indenture and Securities issued
thereunder shall remain in full force and effect. Capitalized terms used herein
but not defined herein shall have the meaning provided in the Indenture.
SECTION 4. This First Supplemental Indenture is executed and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the jurisdiction that
governs the Indenture and its construction.
SECTION 5. This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original for all purposes;
but such counterparts shall together be deemed to constitute but one and the
same instrument.
SECTION 6. Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First
Supplemental Indenture may refer to the Indenture without making specific
reference to this First Supplemental Indenture, but nevertheless all such
references shall include this First Supplemental Indenture unless the context
otherwise requires.
SECTION 7. This First Supplemental Indenture shall be deemed to have become
effective upon the date first above written.
SECTION 8. In the event of a conflict between the terms of this First
Supplemental Indenture and the Indenture, this First Supplemental Indenture
shall control.
SECTION 9. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this First Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Issuer and the Subsidiary Guarantors.
REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals, if any, to
be hereunder affixed and attested, all as of the day and year first above
written.
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Trustee
By:
Name: Xxxx X. Xxxxxxx
Title: Vice President
CLASSIC CABLE, INC.
By:
Name: Xxxxxx X. Seach
Title: President and
Chief Financial Officer
CLASSIC CABLE HOLDING, INC.
By:
Name:
Title:
PONCA HOLDINGS, INC.
By:
Name:
Title:
CLASSIC TELEPHONE, INC.
By:
Name:
Title:
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UNIVERSAL CABLE HOLDINGS, INC.
By:
Name:
Title:
UNIVERSAL CABLE COMMUNICATIONS,
INC.
By:
Name:
Title:
UNIVERSAL CABLE OF BEAVER,
OKLAHOMA, INC.
By:
Name:
Title:
UNIVERSAL CABLE MIDWEST, INC.
By:
Name:
Title:
WT ACQUISITION CORPORATION
By:
Name:
Title:
W.K. COMMUNICATIONS, INC.
By:
Name:
Title:
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TELEVISION ENTERPRISES, INC.
By:
Name:
Title:
BLACK CREEK MANAGEMENT, LLC
By:
Name:
Title:
BLACK CREEK COMMUNICATIONS, L.P.
By:
Name:
Title:
XXXXXX GROUP, INC.
By:
Name:
Title:
FRIENDSHIP CABLE OF TEXAS, INC.
By:
Name:
Title:
XXXXXX TELEVISION, INC.
By:
Name:
Title:
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CALLCOM 24, INC.
By:
Name:
Title:
CORRECTIONAL CABLE TV, INC.
By:
Name:
Title:
FRIENDSHIP CABLE OF ARKANSAS, INC.
By:
Name:
Title:
XXXXXX TELEVISION INC. OF FORT XXXXX
By:
Name:
Title:
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SCHEDULE 1 TO
FIRST SUPPLEMENTAL INDENTURE
CLASSIC SUBSIDIARIES
Classic Cable Holding, Inc., a Delaware corporation
Ponca Holdings, Inc., a Delaware corporation
Classic Telephone, Inc., a Delaware corporation
Universal Cable Holdings, Inc., a Delaware corporation
Universal Cable Communications, Inc., a Delaware corporation
Universal Cable of Beaver, Oklahoma, Inc., a Delaware corporation
Universal Cable Midwest, Inc., a Delaware corporation
WT Acquisition Corporation, a Delaware corporation
W.K. Communications, Inc., a Kansas corporation
Television Enterprises, Inc., a Texas corporation
Black Creek Management, LLC, a Delaware limited liability company
Black Creek Communications, L.P., a Delaware limited partnership
Schedule 1 to First Supplemental Indenture, Solo Page
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SCHEDULE 2 TO
FIRST SUPPLEMENTAL INDENTURE
CLASSIC SUBSIDIARIES
Xxxxxx Group, Inc.
Friendship Cable of Texas, Inc., a Texas corporation
Xxxxxx Television, Inc., a Texas corporation
CallCom 24, Inc., a Texas corporation
Correctional Cable TV, Inc., a Texas corporation
Friendship Cable of Arkansas, Inc., a Texas corporation
Xxxxxx Television Inc. of Fort Xxxxx, an Arkansas corporation
Schedue 2 to First Supplemental Indenture, Solo Page