Exhibit 4.2
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TCA CABLE TV, INC.,
COX CLASSIC CABLE, INC.,
and
CHASE BANK OF TEXAS, N.A.,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of August 12, 1999
Supplement to Indenture dated as of January 30, 1998, between
TCA Cable TV, Inc. and Chase Bank of Texas, N.A., as
Trustee, relating to Securities
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of August 12, 1999, among TCA
Cable TV, Inc., a corporation duly organized and existing under the laws of the
State of Texas (the "Company"), Cox Classic Cable, Inc., a corporation duly
organized and existing under the laws of the State of Delaware ("Cox"), and
Chase Bank of Texas, N.A., a national banking association duly organized and
existing under the laws of the United States (the "Trustee"), as Trustee under
the Indenture hereinafter mentioned.
WITNESSETH
WHEREAS, the Company heretofore executed and delivered to the Trustee
an Indenture dated as of January 30, 1998 (the "Indenture"), providing for the
issuance of the Company's Securities (the "Securities");
WHEREAS, on or about February 5, 1998, the Company issued and sold
$200,000,000 aggregate principal amount of 6.53% Debentures due 2028 under the
Indenture, all of which is currently outstanding;
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of May 11, 1999, by and among Xxx Communications, Inc., a Delaware
corporation and parent of Cox, Cox and the Company, the Company will be merged
with and into Cox and will cease to exist;
WHEREAS, Section 901 of the Indenture, "Supplemental Indentures Without
Consent of Securityholders", provides that provisions of the Indenture may be
amended or supplemented without the consent of the Holders with respect to
certain matters therein identified;
WHEREAS, Cox desires in and by this First Supplemental Indenture to be
bound by all the terms and conditions of the Indenture and assume all of the
Company=s obligations under the Indenture;
WHEREAS, all conditions necessary to authorize the execution and
delivery of this First Supplemental Indenture and to make this First
Supplemental Indenture valid and binding have been complied with or have been
done or performed;
NOW THEREFORE, in consideration of the above premises, and in order to
comply with the terms of the Indenture, the Company and Cox covenant with the
Trustee as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. For all purposes of the Indenture and this First
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
(a) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this First Supplemental
Indenture as a whole and not to any particular Article, Section or
subdivision; and
(b) capitalized terms used but not defined herein shall have the
meanings assigned to them in the Indenture.
ARTICLE TWO
AMENDMENT AND SUPPLEMENT
Section 2.01. Cox hereby agrees to be bound by all of the terms,
conditions and covenants of the Indenture and assumes all of the Company=s
obligations under the Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 3.01. All of the terms and conditions of the Indenture shall
remain in full force and effect, except as modified hereby, and the Holders are
bound by the Indenture, as amended, pursuant to Section 904 thereof.
Section 3.02. The Trustee accepts the modification of the Indenture
effected by this First Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representation and shall have no responsibility as
to the validity of this First Supplemental Indenture.
Section 3.03. In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this First Supplemental Indenture
or the Indenture shall not in any way be affected or impaired thereby.
Section 3.04. This First Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.
Section 3.05. This First Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the Company, Cox and the Trustee have caused their
names to be signed hereto by their respective officers thereunder duly
authorized and their respective corporate seals, duly attested, to be hereunto
duly affixed, all as of the day and the year first above written.
TCA CABLE TV, INC.
[SEAL]
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Attest: Title: Chairman, Chief Executive
Officer and President
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COX CLASSIC CABLE, INC.
[SEAL]
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Attest: Title: Vice President
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CHASE BANK OF TEXAS, N.A.
[SEAL]
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Attest: Title: Vice President
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