EXHIBIT 4.6
CCA Holdings Corp.
c/o Charter Communications, Inc.
00000 Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
November 15, 1996
HC Crown Corp.
c/o Hallmark Cards, Incorporated
0000 XxXxx Xxxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: General Counsel
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Senior
Subordinated Loan Agreement between CCA Holdings Corp., a Delaware corporation
("CCA"), and HC Crown Corp., a Delaware corporation ("HC Crown"), originally
dated as of January 18, 1995 (the "Original Agreement"), and amended and
restated as of November 15, 1996 (the "Agreement"). This letter hereby further
describes the rights and duties of the parties to the Agreement as set forth
below. All capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Agreement.
CCA has prepared, at the request and with the cooperation of HC Crown,
a private placement offering memorandum (the "Offering Memorandum"), dated
November 18, 1996, pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), for the sale of the Notes held by HC Crown.
Pursuant to Section 4.02(b) of the Original Agreement, HC Crown was entitled to
two demand registrations of the Notes. The registration described below will
fulfill one such demand registration obligation, with the remaining demand
registration being that described in Section 4.02(b) of the Agreement. The
demand registration right described below is in addition to the demand
registration right described in Section 4.02(b) of the Agreement.
The parties hereby agree as follows:
1. At HC Crown's request, CCA shall (a) comply with HC Crown's
request to file a registration statement (the "Exchange Offer
Registration Statement") under the Securities Act with respect to
an offer to exchange the Notes sold pursuant to the Offering
Memorandum (the "Exchange Offer") for senior subordinated notes
of CCA, with substantially
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identical terms to the Notes (the "Exchange Notes") (except that
the Exchange Notes will not contain terms with respect to
transfer restrictions under applicable securities laws), (b) use
its best efforts to effect the registration of the Exchange Notes
in connection with the Exchange Offer pursuant to the Securities
Act and (c) otherwise take all such further actions related to
the Exchange Offer described in the Section of the draft
preliminary Offering Memorandum, a copy of which is attached
hereto as Exhibit A (the "Preliminary Offering Memorandum"),
entitled "Exchange Offer; Registration Rights" to be taken by it;
2. In the event that applicable interpretations of the staff of the
Securities and Exchange Commission do not permit CCA to effect
such an Exchange Offer, then, if HC Crown requests, CCA shall,
subject to the provisions of paragraph 4 hereof, file a shelf
registration statement covering resales of the Notes (a "Shelf
Registration Statement"), use reasonable best efforts to cause
such Shelf Registration Statement to be declared effective under
the Securities Act and use reasonable best efforts to keep
effective such Shelf Registration Statement for nine (9) months;
3. The Exchange Offer Registration Statement, or Shelf Registration
Statement which is filed because CCA is not permitted to effect
the Exchange Offer (as described in Section 2 of this letter),
shall fulfill one demand registration right under the Original
Agreement and shall be in addition to the demand registration
right provided for by Section 4.02(b) of the Agreement and by the
Indenture (as defined in the Preliminary Offering Memorandum);
and
4. All expenses incident to CCA's performance of or compliance with
the registration provisions of this letter agreement, including,
without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, and fees and
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disbursements of counsel for CCA and all independent certified
public accountants, underwriters (excluding discounts and
commissions) and other persons retained by CCA (all such expenses
being herein called "Registration Expenses"), are to be borne by
HC Crown in connection with the Exchange Offer, except that CCA
will, in any event, pay its internal expenses, including, without
limitation all salaries of its officers and employees performing
legal or accounting duties) and the expenses of any annual audit;
provided that CCA will be required to pay the fees and expenses
of any trustee appointed in connection with the registration of
the Notes.
If the foregoing reflects your understanding of the matters set forth
herein, please indicate your acceptance by signing below.
Very truly yours,
CCA HOLDINGS CORP.
By: /s/ Xxxx Xxxxxxxx
------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
Accepted and agreed as of
the date first above written
HC CROWN CORP.
By: /s/ Xxxxxx Xxx
------------------------
Name: Xxxxxx Xxx
Title: Vice President
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