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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 10/20/2017|
FIFTH SUPPLEMENTAL INDENTURE dated as of October 17, 2017 (this Supplemental Indenture) among CCO Holdings, LLC, a Delaware limited liability company (the Company or CCO Holdings), CCO Holdings Capital Corp., a Delaware corporation (Capital Corp and, together with CCO Holdings, the Issuers), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
WHEREAS, the Issuers 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 the Company and Capital Corp;
WHEREAS, Section 9.01 of the Base Indenture provides that the Issuers 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 the Issuers 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, the Issuers are entering into this Supplemental Indenture to, among other things, establish the form and terms of the Issuers new series of 4.000% Senior Notes due 2023 (the Notes) pursuant to the Base Indenture, as modified by this Supplemental Indenture;
WHEREAS, clause (8) of Section 9.01 of the Base Indenture provides that the Issuers may conform the Base Indenture, as amended and supplemented, or the Notes, as amended or supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering document applicable to such Notes at the time of the initial sale thereof; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuers have been satisfied or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuers and the Trustee, for the benefit of each other and for the equal and ratable benefit of the Holders (as defined in the Base Indenture), hereby enter into this Supplemental Indenture to, among other things, establish the terms of the Notes pursuant to Section 2.01 of the Base Indenture and there is hereby established the Issuers 4.000% Senior Notes due 2023 as a separate series of Notes (as defined in the Base Indenture) and such parties further agree that this Supplemental Indenture affects the Issuers 4.000% Senior Notes due 2023 only and not any other series of Notes (as defined in the Base Indenture).