AMENDMENT
Exhibit
10.3
AMENDMENT
AMENDMENT,
dated as of September 14, 2006 (this “Amendment”),
to
the PLEDGE AGREEMENT dated as of September 28, 2005 (as amended hereby and
as
further amended, supplemented or modified from time to time, the “Pledge
Agreement”)
made
by CCH I, LLC (the “Grantor”)
in
favor of THE BANK OF NEW YORK TRUST COMPANY, NA, as collateral agent (in such
capacity, the “Collateral
Agent”)
for
the holders (the “Holders”)
from
time to time of the Notes (as defined below) and any holders of Pari Passu
Secured Indebtedness (as defined in the Indenture), pursuant to the Indenture,
dated as of September 28, 2005 (as amended by the Supplemental Indenture (as
defined below) and as further amended, supplemented or otherwise modified from
time to time, the “Indenture”),
among
the Grantor, CCH I Capital Corp. (“Capital
Corp.”)
and
The Bank of New York Trust Company, NA, as Trustee.
W I T N E S S E T H
:
WHEREAS,
the Grantor and Capital Corp. have issued 11% Senior Secured Notes due 2015
pursuant to the Indenture (collectively, the “Original
Notes”);
WHEREAS,
in connection with the purchase of the Original Notes by the Holders the Pledge
Agreement was executed and delivered by the Grantor to the Collateral Agent
for
the benefit of the Secured Parties;
WHEREAS,
the Grantor and Capital Corp. have issued Additional Notes (together with the
Original Notes and any other Additional Notes issued after the date hereof,
the
“Notes”)
pursuant to a Supplemental Indenture dated as of the date hereof (the
“Supplemental
Indenture”);
and
WHEREAS,
in connection with the Supplemental Indenture the parties have agreed to amend
the Pledge Agreement upon the terms and conditions set forth
herein;
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, and in consideration of the premises contained herein,
the
parties hereto agree as follows:
1. Defined
Terms.
Unless
otherwise defined herein, capitalized terms which are defined in the Indenture
are used herein as defined therein.
2. Amendment
to First Recital.
The
first recital to the Pledge Agreement is hereby amended by replacing the
parenthetical “(collectively, the ‘Notes’)” with the parenthetical
“(collectively, the ‘Original
Notes’).”
3. Amendment
to Definition of “Issuer”.
The
definition of “Issuer” in Section 1.1 of the Pledge Agreement is hereby deleted
in its entirety and replaced with the following definition:
“Issuers”:
CCH
II, LLC, a Delaware limited liability company, and CC VIII, LLC, a Delaware
limited liability company.
4. New
Definition of “Notes”.
Section
1.1 of the Pledge Agreement is hereby amended by inserting the following
definition:
“Notes”:
the
Original Notes, the Additional Notes issued on September 14, 2006 and any other
Additional Notes issued after such date.
5. Amendment
to Definition of “Pledged LLC Interests”.
The
words “the Issuer” in the definition of “Pledged LLC Interests” in Section 1.1
of the Pledge Agreement are hereby deleted in its entirety and replaced with
the
words “each Issuer.”
6. Amendment
to Section 3.4(a).
Section
3.4(a) of the Pledge Agreement is hereby deleted in its entirety and replaced
with the following:
“The
Pledged LLC Interests constitute all the issued and outstanding shares of all
classes of Equity Interests of CCH II, LLC and all the issued and outstanding
shares of all classes of Equity Interests owned by the Grantor of CC VIII,
LLC.”
7. Amendments
to Sections 4.3(a) and 4.3(d).
Each
occurrence of the words “the Issuer” in Sections 4.3(a) and 4.3(d) of the Pledge
Agreement is hereby deleted in its entirety and replaced with the words “any
Issuer.”
8. Amendment
to Section 4.3(b).
Section
4.3(b) of the Pledge Agreement is hereby deleted in its entirety and replaced
with the following:
“Without
delivery of all certificates representing any equity interests in any Issuer
that are owned by the Grantor, the Grantor will not and will not permit such
Issuer to, amend such Issuer’s certificate of formation or operating agreement
to provide that any Equity Interests in such Issuer constitute a security under
Section 8-103 of the Applicable UCC or the corresponding code or statute of
any
other applicable jurisdiction.”
9. Amendment
to Section 4.3(c).
Section
4.3(c) of the Pledge Agreement is hereby amended by deleting the words “the
Issuer” and replacing them with the words “CCH II, LLC.”
10. CC
VIII Acknowledgement and Consent.
The
Grantor shall use its commercially reasonable efforts to cause CC VIII, LLC
to
execute and deliver on the date hereof the Acknowledgement and Consent in the
form of Annex
1
hereto.
11. Grant
of Security Interest in New Collateral.
The
Grantor hereby grants to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in all of the following property now owned or
at
any time hereafter acquired by the Grantor or in which the Grantor now has
or at
any time in the future may acquire any right, title or interest, as collateral
security for the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the Secured Obligations
(as defined in the Pledge Agreement):
2
all
of the Grantor’s right, title and interest in and
to the Equity Interests of CC VIII, LLC and all Proceeds (as defined in the
Pledge Agreement) thereof.
12. Reaffirmation
of Existing Grant of Security Interest.
The
Grantor hereby reaffirms its grant to the Collateral Agent, for the benefit
of
the Secured Parties, of a security interest in all of the following property
now
owned or at any time hereafter acquired by the Grantor or in which the Grantor
now has or at any time in the future may acquire any right, title or interest,
as collateral security for the prompt and complete payment and performance
when
due (whether at the stated maturity, by acceleration or otherwise) of the
Secured Obligations: all of the Grantor’s right, title and interest in and to
the Equity Interests of CCH II, LLC and all Proceeds thereof.
13. Reaffirmation
of Representations and Warranties.
The
Grantor hereby reaffirms the accuracy of the representations and warranties
set
forth in Section 3 of the Pledge Agreement.
14. Conditions
to Effectiveness of this Amendment.
This
Amendment shall become effective upon receipt by the Collateral Agent of
counterparts of this Amendment duly executed by the Issuers, the Parent
Guarantor and the Trustee.
15. Counterparts.
This
Amendment may be executed by one or more of the parties to this Amendment on
any
number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
16. GOVERNING
LAW.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
*
* * *
*
3
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective duly authorized officers as of the date first
above written.
CCH
I,
LLC
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
Senior Vice President, Strategic Planning
CCH
I
CAPITAL CORP.
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title: Senior Vice President, Strategic Planning
CHARTER
COMMUNICATIONS HOLDINGS, LLC
By:
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President, Strategic Planning
THE
BANK
OF NEW YORK TRUST COMPANY, NA
By:
/s/ M Xxxxxxxx
Name: X. Xxxxxxxx
Title:
Vice President
Pledge
Agreement Amendment
ANNEX 1
ISSUER’S
ACKNOWLEDGMENT AND CONSENT
The
undersigned hereby acknowledges receipt of a copy of (i) the Pledge Agreement,
dated as of September 28, 2005 (as amended and as the same may be further
amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”;
capitalized terms used herein as defined therein), made by CCH I, LLC, a
Delaware limited liability company, for the benefit of The Bank of New York
Trust Company, NA, as Collateral Agent and (ii) the Amendment to the Agreement,
dated as of September 14, 2006. The undersigned agrees for the benefit of the
Collateral Agent and the Holders as follows:
1. The
undersigned will be bound by the terms of the Agreement and will comply with
such terms insofar as such terms are applicable to the undersigned.
2. The
undersigned will notify the Collateral Agent promptly in writing of the
occurrence of any of the events described in Section 4.3(a) of the
Agreement.
CC
VIII,
LLC
By:
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title:
Senior Vice President, Strategic Planning
Address
for Notices:
00000
Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xx.
Xxxxx, Xxxxxxxx 00000
Fax:
(000) 000-0000
