COLEMAN CABLE, INC., THE NOTE GUARANTORS FROM TIME TO TIME PARTY HERETO AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee SUPPLEMENTAL INDENTURE Dated as of February 3, 2010 to INDENTURE Dated as of September 28, 2004
Exhibit 4.3
EXECUTION VERSION
XXXXXXX CABLE, INC.,
THE NOTE GUARANTORS
FROM TIME TO TIME PARTY HERETO
FROM TIME TO TIME PARTY HERETO
AND
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of February 3, 2010
Dated as of February 3, 2010
to
INDENTURE
Dated as of September 28, 2004
9 7/8% SENIOR NOTES DUE 2012
SUPPLEMENTAL INDENTURE, dated as of February 3, 2010, between XXXXXXX CABLE, INC., a Delaware
corporation (the “Company”), the Note Guarantors from time to time party hereto (the “Guarantors”)
and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (the “Trustee”). All capitalized terms used
but not otherwise defined herein shall have the meaning given to such terms in the Indenture (as
defined below).
WITNESSETH
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee
a certain Indenture, dated as of September 28, 2004 (the “Indenture”), pursuant to which 9 7/8%
Senior Notes due 2012 of the Company (collectively, the “Notes”) were issued; and
WHEREAS, the Company commenced an offer to purchase and consent solicitation to amend certain
terms of the Indenture pursuant to the Offer to Purchase and Consent Solicitation Statement dated
January 20, 2010 (the “Statement”); and
WHEREAS, Section 9.2(a) of the Indenture provides that the Company and the Trustee may amend
or supplement the Indenture and the Notes for certain purposes with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes then outstanding; and
WHEREAS, in connection with the offer to purchase and consent solicitation to amend certain
terms of the Indenture by the Company pursuant to the Statement, the Company has obtained the
consent of the holders of a majority in aggregate principal amount of the Notes to the amendments
to the Indenture described in the Statement; and
WHEREAS, the Company desires and has requested the Trustee to join with it in the execution
and delivery of this Supplemental Indenture; and
WHEREAS, the Company has furnished the Trustee with an Opinion of Counsel complying with the
requirements of Section 9.6 of the Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company and the Trustee and a valid amendment to and waiver of the Indenture have been done.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually
covenanted and agreed for the equal and proportionate benefit of all Holders of the Notes, as
follows:
SECTION 1. Amendments to the Indenture.
(a) | Section 1.01 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in clauses (b) and (c) of this Section 1. | ||
(b) | The text of the following sections of the Indenture and all references thereto in the Indenture are hereby deleted in their entirety and the phrase “[Intentionally deleted]” is hereby substituted therefor. |
(1)
|
Section 3.2. | Maintenance of Office or Agency. | ||
(2)
|
Section 3.3. | Corporate Existence. | ||
(3)
|
Section 3.4. | Payment of Taxes and Other Claims. | ||
(4)
|
Section 3.5. | Compliance Certificate. | ||
(5)
|
Section 3.6. | Further Instruments and Acts. | ||
(6)
|
Section 3.7. | Waiver of Stay, Extension or Usury Laws. | ||
(7)
|
Section 3.8. | Change of Control. | ||
(8)
|
Section 3.9. | Limitation on Incurrence of Additional Indebtedness. | ||
(9)
|
Section 3.10. | Limitation on Restricted Payments. | ||
(10)
|
Section 3.11(a). | Limitation on Asset Sales. | ||
(11)
|
Section 3.12. | Limitation on Ownership and Sale of Capital Stock of Restricted Securities. | ||
(12)
|
Section 3.13. | Limitation on Designation of Unrestricted Subsidiaries. | ||
(13)
|
Section 3.14. | Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. | ||
(14)
|
Section 3.15. | Limitation on Liens. | ||
(15)
|
Section 3.16. | Limitation on Transactions with Affiliates. | ||
(16)
|
Section 3.17. | Conduct of Business. | ||
(17)
|
Section 3.18. | Report to Holders. | ||
(18)
|
Section 3.19. | Limitation on Sale and Leaseback Transaction. | ||
(19)
|
Section 3.20. | Independent Directors. | ||
(20)
|
Section 3.21. | Payments for Consents. | ||
(21)
|
Section 4.1. | Merger, Consolidation and Sale of Assets. |
(c) | The definition of “Events of Default” in Section 6.1(a) is hereby amended to delete the following events of default and all references thereto in the Indenture in their entirety: Section 6.1(a)(3), Section 6.1(a)(4), Section 6.1(a)(5), Section 6.1(a)(6), Section 6.1(a)(7) and 6.1(a)(8). |
SECTION 2. Effectiveness. This Supplemental Indenture shall become effective and be
deemed effective as of the date first set forth above; provided, however, that the amendments to
the Indenture set forth in Section 1 above shall not become operative until the Company has
accepted and made complete payment for any and all outstanding Notes validly tendered and not
withdrawn pursuant to the terms of the Statement. On and after the effectiveness of this
Supplemental Indenture, each reference to the
Indenture in the Indenture or any other document related thereto shall mean and be a reference to
the Indenture as amended by this Supplemental Indenture.
SECTION 3. Ratification of Indenture. The Indenture as specifically amended by this
Supplemental Indenture is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of this Supplemental
Indenture shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of any party hereto under the Indenture or any other document related thereto nor
constitute a waiver of any provision thereof.
SECTION 4. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 5. Headings, Etc. Section headings of this Supplemental Indenture are
inserted for convenience of reference only and are not to be considered party of this Supplemental
Indenture for any purpose.
SECTION 6. Counterparts. This Supplemental Indenture may be executed by the parties
hereto in separate counterparts, each of which shall be deemed an original, and all such
counterparts shall together constitute but one and the same instrument.
SECTION 7. Trustee Not Responsible for Recitals. The recitals contained herein shall
be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.
[Signature page follows.]
IN WITNESS WHEREOF, the parties below have caused this Supplemental Indenture to be duly
executed as of the day and year first above written.
XXXXXXX CABLE, INC., Issuer |
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By: | /s/ G. Xxxx Xxxxxx | |||
Name: | G. Xxxx Xxxxxx | |||
Title: | President and Chief Executive Officer | |||
CCI INTERNATIONAL, INC., Subsidiary Guarantor |
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By: | /s/ G. Xxxx Xxxxxx | |||
Name: | G. Xxxx Xxxxxx | |||
Title: | President and Chief Executive Officer | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee |
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By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President | |||