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425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015
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FIRST SUPPLEMENTAL INDENTURE dated as of November 20, 2015 (the “Supplemental Indenture”) among CCOH Safari, LLC, a Delaware limited liability company (“CCOH Safari”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

WHEREAS, CCOH Safari, CCO Holdings, LLC, a Delaware limited liability company (the “Company” or “CCO Holdings”), CCO Holdings Capital Corp. (“Capital Corp” and, together with CCO Holdings and CCOH Safari, the “Issuers”), a Delaware corporation, and the Trustee have previously executed and delivered an Indenture, dated as of November 20, 2015 (the “Base Indenture”), providing for the issuance from time to time of one or more series of senior debt securities of CCOH Safari or the Company and Capital Corp;

WHEREAS, Section 9.01 of the Base Indenture provides that CCOH Safari and the Trustee may enter into a supplemental indenture to the Base Indenture to, among other things, establish the form or terms of any series of Notes (as defined in the Base Indenture) as permitted by Section 2.01 and Section 9.01 of the Base Indenture;

WHEREAS, clause (9) of Section 9.01 of the Base Indenture provides that CCOH Safari and the Trustee may enter into a supplemental indenture changing or eliminating any provision of the Base Indenture; provided that any such change shall become effective only when there are no outstanding Notes (as defined in the Base Indenture) of such series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provisions;

WHEREAS, CCOH Safari is entering into this Supplemental Indenture to, among other things, establish the form and terms of CCOH Safari’s new series of 5.750% Senior Notes due 2026 (the “Notes”) pursuant to the Base Indenture, as modified by this Supplemental Indenture;

WHEREAS, CCOH Safari, the Trustee and CCI entered into an escrow agreement (the “Escrow Agreement”), dated as of November 20, 2015, with U.S. Bank National Association, as escrow agent (together with its successors in such capacity, the “Escrow Agent”), pursuant to which the gross proceeds of the Notes plus certain additional amounts will be deposited into an escrow account (the “Escrow Account”);

WHEREAS, if the Escrow Release Date occurs, substantially concurrently with the Escrow Release Date, CCOH Safari will merge into CCO Holdings, and CCO Holdings and Capital Corp shall, pursuant to a supplemental indenture to be entered into on or around the Escrow Release Date, assume all obligations of CCOH Safari in respect of the Notes, and the term “Issuer” as used in this Supplemental Indenture, shall mean (i) prior to the Escrow Release Date, CCOH Safari and (ii) from and after the Escrow Release Date, collectively, CCO Holdings and Capital Corp, as the context requires;

WHEREAS, clause (8) of Section 9.01 of the Base Indenture provides that CCOH Safari may conform the Base Indenture, as amended or supplemented, or the Notes, as amended or supplemented, to the description and terms of such Notes in the offering memorandum, offering circular, prospectus supplement or other offering document applicable to such Notes at the time of the initial sale thereof; and

 

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