EXHIBIT 4.3
SECOND AMENDED AND RESTATED
GUARANTY
Reference is made to (i) the Indenture dated as of February 13, 1997 (the
"Indenture") between CCA Holdings Corp. ("CCA") and Xxxxxx Trust and Savings
Bank, as trustee, and (ii) the Amended and Restated Guaranty dated November 15,
1996 (the "Predecessor Guaranty") issued by Charter Communications
Entertainment, L.P., a Delaware partnership (the "Guarantor") for the benefit of
HC Crown Corp. ("HC Crown") pursuant to the Amended and Restated HC Crown Loan
Agreement between CCA and HC Crown dated as of November 15, 1996 (the "Loan
Agreement"). Pursuant to Article XIV of the Indenture, for value received, the
Guarantor for the benefit of the holders of the Notes hereby irrevocably
guarantees the prompt and complete payment and performance when due, whether by
acceleration or otherwise, of the Notes, but subject in all cases to the terms
of Article XIII of the Indenture. Capitalized terms used and not defined herein
shall have the meanings assigned to them in the Indenture.
1. The Guarantor's obligations under this Guaranty shall be unconditional,
irrespective of the validity or enforceability of any other provision of the
Notes, but subject in all cases to the terms of Article XIII of the Indenture
and Sections 9 and 10 below.
2. This Guaranty is a guaranty of payment and shall remain in full force
and effect until all amounts payable by CCA under the Notes have been validly,
finally and irrevocably paid in full, and shall not be affected in any way by
the absence of any action to obtain such amounts from CCA or by any variation,
extension, waiver, compromise or release of any or all of the obligations of CCA
under the Notes or of any security from time to time therefor. The Guarantor
waives all requirements as to promptness, diligence, presentment, demand for
payment, protest and notice of any kind with respect to the Notes.
3. This Guaranty shall not be affected by the occurrence of any Event of
Default or by any present or future action of any governmental authority or
court amending, varying, reducing or otherwise affecting, or purporting to
amend, vary, reduce or otherwise affect, any of the obligations of CCA under the
Notes or by any other circumstance (other than by complete, irrevocable payment)
that might otherwise constitute a legal or equitable
discharge or defense of a surety or a guarantor. If CCA merges or consolidates
with or into another entity, loses its separate legal identity or ceases to
exist, the Guarantor shall nonetheless continue to be liable for the
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payment of all amounts payable by CCA under the Notes, but subject in all cases
to the terms of the Indenture.
4. This Guaranty shall remain in full force and effect or shall be
reinstated (as the case may be) if at any time any payment of CCA, in whole or
in part, is rescinded or must otherwise be returned by the Trustee upon the
insolvency, bankruptcy or reorganization of CCA or otherwise, all as though such
payment had not been made.
5. This Guaranty shall be binding on the Guarantor and its successors and
assigns and shall inure to the benefit of the holders of the Notes and their
respective successors and assigns, except that the Guarantor may not delegate
any obligations hereunder without the prior written consent of the Trustee.
6. Any suit, action or proceeding against the Guarantor with respect to
this Guaranty or on any judgment entered by any court in respect thereof may be
brought in the Supreme Court of the State of New York, County of New York, or in
the United States District Court for the Southern District of New York and the
Guarantor submits to the nonexclusive jurisdiction of such courts for the
purpose of any such suit, action or proceeding or judgment.
7. The Guarantor hereby waives any right the Guarantor may have to jury
trial.
8. This Guaranty shall be governed by and interpreted and construed in
accordance with the law of the State of New York, without giving effect to
principles of conflicts of laws.
9. Notwithstanding anything contained herein which may be construed to the
contrary, no right or remedy shall be exercised against the Guarantor or any of
its successors or assigns hereunder on or prior to the CCE-I Credit Facility
Termination Date, on or prior to the Tranche B Maturity Date under a certain
Credit Agreement dated as of September 29, 1995 among certain lenders and
Charter Communications Entertainment II, L.P., a subsidiary of the Guarantor
("CCE-II"), as amended by the First Amendment thereto dated as of February 29,
1996, by such lenders and Charter Communications Entertainment II, L.P., on or
prior to the indefeasible payment in full in cash and termination of any other
senior indebtedness of CCE-II or any senior indebtedness of any New CCE
Subsidiary (as defined in the Indenture) as each of the same may be amended,
extended, renewed, restated, supplemented or otherwise modified from time to
time.
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10. Notwithstanding anything contained herein which may be construed to
the contrary, any payments in respect of this Guaranty to be made by the
Guarantor shall only be serviced by (i) the proceeds of dividends or
distributions received, directly or indirectly, from any Restricted Subsidiary
of the Guarantor and (ii) any income directly generated by the Guarantor
(provided that for purposes of this clause (ii) only, "income directly generated
by the Guarantor" shall not include any dividends or distributions received from
a Subsidiary of the Guarantor, or payments of principal or interest by CCE-II to
the Guarantor in connection with the $25 million intercompany loan from the
Guarantor to CCE-II which is outstanding as of the date hereof).
11. Upon execution of this Guaranty and the Indenture, any and all
guaranties issued by the Guarantor (including, without limitation, the
Predecessor Guaranty) pursuant to the terms and conditions of the Loan Agreement
shall be null and void and any and all obligations with respect thereto shall
cease to be in effect.
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
by its duly authorized officer as of the 13th day of February, 1997.
CHARTER COMMUNICATIONS
ENTERTAINMENT, L.P.
By: CCA Acquisition Corp.,
a general partner
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President
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