FIRST SUPPLEMENTAL INDENTURE
Exhibit
10.1
FIRST
SUPPLEMENTAL INDENTURE
FIRST
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August
17,
2005, is made by and among CCO Holdings, LLC, a Delaware limited liability
company (and any successor in interest thereto, the "Company"), CCO Holdings
Capital Corporation, a Delaware corporation (and any successor in interest
thereto, "Charter Capital" and together with the Company, the "Issuers"), and
Xxxxx Fargo Bank, N.A., as trustee (the "Trustee").
WITNESSETH:
WHEREAS,
the Issuers and the Trustee have entered into an Indenture dated as of November
10, 2003 (the "Indenture"), governing the Issuers’ 8 ¾% Senior Notes due 2013
(the "Notes");
WHEREAS,
Section 2.02 of the Indenture provides for the issuance of Additional Notes
(as
defined in Section 1.01 of the Indenture), and Section 9.01(3) of the Indenture
permits supplementing the Indenture to provide for or confirm the issuance
of
Additional Notes without the consent of any Holder;
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 Holder;
WHEREAS,
the Issuers now desire to issue $300,000,000 of Additional Notes pursuant to
the
Indenture and to correct a defect in the definition of "Charter Holdings
Indentures";
WHEREAS, all
conditions precedent provided for in the Indenture that are required
to
permit the execution and delivery of the Supplemental Indenture have been
satisfied;
WHEREAS,
all things necessary to make this Supplemental Indenture a valid supplement
to
the Indenture according to its terms and the terms of the Indenture have been
done.
NOW,
THEREFORE, the parties hereto agree as follows:
Section
1. Definitions.
All
capitalized terms used herein without definition herein shall have the
respective meanings ascribed to such terms in the Indenture. The rules of
construction and interpretation set forth in Sections 1.02 through 1.04 and
Article 10 of the Indenture shall likewise govern this Supplemental
Indenture.
Section
2. Issuance
of Additional Notes.
This
Supplemental Indenture hereby provides for and confirms the issuance of
$300,000,000 of Additional Notes pursuant to the Indenture, to be "Notes" for
all purposes of the Indenture from their date of issuance.
Section
3. Amendment
to Section 1.01.
This
Supplemental Indenture hereby amends Section 1.01 of the Indenture by (A)
deleting the title "11.750% Senior Discount Notes Due 2011 dated January 2002"
at the end of the clause (a) of the definition of "Charter Holdings Indentures"
and substituting the title "12.125% Senior Discount Notes Due 2012 dated
January
2002" in place thereof and (B) inserting a phrase "(including supplemental
indentures)" after the word "indentures" and before the word "entered" at
the
beginning of the clause (a) of the same definition.
Section
4. Governing
Law.
The
internal laws of the State of New York shall govern and be used to construe
this
Supplemental Indenture and the Additional Notes without giving effect to the
applicable principles of conflicts of laws 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 Notes.
Section
5. 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.
Section
6. Ratification.
Except
as expressly amended hereby, each provision of the Indenture shall remain in
full force and effect and, as amended hereby, the Indenture is in all respects
agreed to, ratified, and confirmed by each of the Issuers and the
Trustee.
Section
7. Conflicts.
In the
event of any conflict between this Supplemental Indenture and the Indenture,
the
provisions of this Supplemental Indenture shall prevail.
Section
8. Trustee’s
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.
[Signatures
on following page]
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to
be duly executed as of the date first above written.
CCO
HOLDINGS, LLC
By: /s/
Xxxxxx
Xxxxxxx
|
Name:
|
Xxxxxx
X. Xxxxxxx
|
|
Title:
|
Senior
Vice President - Finance and
Treasurer
|
By: /s/
Xxxxxx
Xxxxxxx
|
Name:
|
Xxxxxx
X. Xxxxxxx
|
|
Title:
|
Senior
Vice President - Finance and
Treasurer
|
XXXXX
FARGO BANK, N.A., as Trustee
By: /s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Vice President
