Fourth Supplemental Indenture, dated as of November 1, 2016, among Charter Communications Operating, LLC and Charter Communications Operating Capital Corp., as issuers, CCO Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent
Exhibit 4.5
EXECUTION VERSION
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 1, 2016 among Charter Communications Operating, LLC, a Delaware limited liability company (“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the “Issuers”), CCO Holdings, LLC, a Delaware limited liability company (the “Parent Guarantor”), and the subsidiary guarantors named on Schedule I hereto (collectively with the Parent Guarantor, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuers and CCO Safari II, LLC, a Delaware limited liability company, have heretofore executed and delivered to the Trustee an indenture, dated as of July 23, 2015, as amended by the First Supplemental Indenture, dated as of July 23, 2015, the Second Supplemental Indenture, dated as of May 18, 2016, and the Third Supplemental Indenture, dated as of May 18, 2016 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuers’ Notes;
WHEREAS, Section 10.02(b)(ii) of the Indenture provides that a Note Guarantee by any Note Guarantor shall terminate and be of no further force or effect and such Note Guarantor shall be deemed to be released from all obligations under Article 10 of the Indenture at such time as such Note Guarantor is released or relieved as a guarantor of its obligations of an item of Indebtedness for Borrowed Money (whether by repayment or otherwise) and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such Subsidiary Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its Note Guarantee);
WHEREAS, as of the date hereof, each of Insight Communications Company, LLC (“Insight”) and Coaxial Communications of Central Ohio, LLC (“Coaxial”) have been released from their obligations as guarantors under the Credit Agreement, and substantially concurrently herewith, each of Insight and Coaxial will cease to be guarantors of any Equally and Ratably Secured Indebtedness;
WHEREAS, Section 10.02(b)(iii) of the Indenture provides that a Note Guarantee by any Note Guarantor shall terminate and be of no further force or effect and such Note Guarantor shall be deemed to be released from all obligations under Article 10 of the Indenture upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of (i) all or substantially all the assets of or (ii) any Equity Interests of the Capital Stock (including any sale, disposition or other transfer following which the applicable Note Guarantor is no longer a Subsidiary), of such Note Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of the Indenture;
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WHEREAS, Ausable Cable TV, LLC, Charter Communications V, LLC, Plattsburgh Cablevision, LLC and Tennessee, LLC (collectively, together with Insight and Coaxial, the “Released Guarantors”) have been merged out of existence in a manner not in violation of the Indenture;
WHEREAS, pursuant to Section 9.01(12) of the Indenture, the Issuer, the Guarantors, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture to evidence the release of the Released Guarantors pursuant to the terms of the Indenture;
WHEREAS, the Issuers desire to add TWC/Charter Green Bay Cable Advertising, LLC and TWC/Charter Los Angeles Cable Advertising, LLC (together, the “New Guarantors”) as Note Guarantors under the Indenture;
WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Issuers, the Guarantors, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture to add the Note Guarantees by the New Guarantors;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of Holders as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Release of Guarantee. The Trustee and the Collateral Agent hereby acknowledge that the Note Guarantee of each of the Released Guarantors has been terminated as of the date hereof and shall be of no further force or effect, and each of the Released Guarantors has been released from all obligations under Article 10 of the Indenture.
3. Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with each other and all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Note Guarantor under the Indenture until released pursuant to the terms of the Indenture. Each of the New Guarantors will be entitled to the benefits set forth in Article 10 of the Indenture, including the release provisions set forth in Section 10.02(b) thereof.
4. Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
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5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
7. Trustee Makes No Representation. The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
9. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.
| CHARTER COMMUNICATIONS OPERATING, LLC | ||
| By: | /s/ Thomas M. Degnan | |
| Name: Thomas M. Degnan | ||
| Title: Senior Vice President – Finance and Corporate Treasurer | ||
| CHARTER COMMUNICATIONS OPERATING CAPITAL CORP. | ||
| By: | /s/ Thomas M. Degnan | |
| Name: Thomas M. Degnan | ||
| Title: Senior Vice President – Finance and Corporate Treasurer | ||
| CCO HOLDINGS, LLC | ||
| By: | /s/ Thomas M. Degnan | |
| Name: Thomas M. Degnan | ||
| Title: Senior Vice President – Finance and Corporate Treasurer | ||
| THE SUBSIDIARY GUARANTORS NAMED ON SCHEDULE I HERETO | ||
| By: | /s/ Thomas M. Degnan | |
| Name: Thomas M. Degnan | ||
| Title: Senior Vice President – Finance and Corporate Treasurer | ||
[Signature Page to Fourth Supplemental Indenture]
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: | /s/ Teresa Petta | |
| Name: Teresa Petta | ||
| Title: Vice President | ||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent | ||
| By: | /s/ Teresa Petta | |
| Name: Teresa Petta | ||
| Title: Vice President | ||
[Signature Page to Fourth Supplemental Indenture]
Schedule I
Subsidiary Guarantors
AdCast North Carolina Cable Advertising, LLC
Alabanza LLC
America’s Job Exchange LLC
American Cable Entertainment Company, LLC
Athens Cablevision, LLC
BHN Home Security Services, LLC
BHN Spectrum Investments, LLC
Bresnan Broadband Holdings, LLC
Bresnan Broadband of Colorado, LLC
Bresnan Broadband of Montana, LLC
Bresnan Broadband of Utah, LLC
Bresnan Broadband of Wyoming, LLC
Bresnan Communications, LLC
Bresnan Digital Services, LLC
Bresnan Microwave of Montana, LLC
Bright House Networks Information Services (Alabama), LLC
Bright House Networks Information Services (California), LLC
Bright House Networks Information Services (Florida), LLC
Bright House Networks Information Services (Indiana), LLC
Bright House Networks Information Services (Michigan), LLC
Bright House Networks, LLC
Cable Equities Colorado, LLC
Cable Equities of Colorado Management LLC
CC 10, LLC
CC Fiberlink, LLC
CC Michigan, LLC
CC Systems, LLC
CC V Holdings, LLC
CC VI Fiberlink, LLC
CC VI Operating Company, LLC
CC VII Fiberlink, LLC
CC VIII Fiberlink, LLC
CC VIII Holdings, LLC
CC VIII Operating, LLC
CC VIII, LLC
CCO Fiberlink, LLC
CCO Holdco Transfers VII, LLC
CCO LP, LLC
CCO NR Holdings, LLC
CCO Purchasing, LLC
CCO SoCal I, LLC
CCO SoCal II, LLC
CCO SoCal Vehicles, LLC
I-1
CCO Transfers, LLC
Charter Advanced Services (AL), LLC
Charter Advanced Services (CA), LLC
Charter Advanced Services (CO), LLC
Charter Advanced Services (CT), LLC
Charter Advanced Services (GA), LLC
Charter Advanced Services (IL), LLC
Charter Advanced Services (IN), LLC
Charter Advanced Services (KY), LLC
Charter Advanced Services (LA), LLC
Charter Advanced Services (MA), LLC
Charter Advanced Services (MD), LLC
Charter Advanced Services (MI), LLC
Charter Advanced Services (MN), LLC
Charter Advanced Services (MO), LLC
Charter Advanced Services (MS), LLC
Charter Advanced Services (MT), LLC
Charter Advanced Services (NC), LLC
Charter Advanced Services (NE), LLC
Charter Advanced Services (NH), LLC
Charter Advanced Services (NV), LLC
Charter Advanced Services (NY), LLC
Charter Advanced Services (OH), LLC
Charter Advanced Services (OR), LLC
Charter Advanced Services (PA), LLC
Charter Advanced Services (SC), LLC
Charter Advanced Services (TN), LLC
Charter Advanced Services (TX), LLC
Charter Advanced Services (UT), LLC
Charter Advanced Services (VA), LLC
Charter Advanced Services (VT), LLC
Charter Advanced Services (WA), LLC
Charter Advanced Services (WI), LLC
Charter Advanced Services (WV), LLC
Charter Advanced Services (WY), LLC
Charter Advanced Services VIII (MI), LLC
Charter Advanced Services VIII (MN), LLC
Charter Advanced Services VIII (WI), LLC
Charter Advertising of Saint Louis, LLC
Charter Cable Operating Company, LLC
Charter Cable Partners, LLC
Charter Communications Entertainment I, LLC
Charter Communications Entertainment II, LLC
Charter Communications Entertainment, LLC
Charter Communications of California, LLC
Charter Communications Properties LLC
I-2
Charter Communications Ventures, LLC
Charter Communications VI, L.L.C.
Charter Communications VII, LLC
Charter Communications, LLC
Charter Distribution, LLC
Charter Fiberlink – Alabama, LLC
Charter Fiberlink – Georgia, LLC
Charter Fiberlink – Illinois, LLC
Charter Fiberlink – Maryland II, LLC
Charter Fiberlink – Michigan, LLC
Charter Fiberlink – Missouri, LLC
Charter Fiberlink – Nebraska, LLC
Charter Fiberlink – Pennsylvania, LLC
Charter Fiberlink – Tennessee, LLC
Charter Fiberlink AR-CCVII, LLC
Charter Fiberlink CA-CCO, LLC
Charter Fiberlink CC VIII, LLC
Charter Fiberlink CCO, LLC
Charter Fiberlink CT-CCO, LLC
Charter Fiberlink LA-CCO, LLC
Charter Fiberlink MA-CCO, LLC
Charter Fiberlink MS-CCVI, LLC
Charter Fiberlink NC-CCO, LLC
Charter Fiberlink NH-CCO, LLC
Charter Fiberlink NV-CCVII, LLC
Charter Fiberlink NY-CCO, LLC
Charter Fiberlink OH-CCO, LLC
Charter Fiberlink OR-CCVII, LLC
Charter Fiberlink SC-CCO, LLC
Charter Fiberlink TX-CCO, LLC
Charter Fiberlink VA-CCO, LLC
Charter Fiberlink VT-CCO, LLC
Charter Fiberlink WA-CCVII, LLC
Charter Helicon, LLC
Charter Home Security, LLC
Charter Leasing Holding Company, LLC
Charter Leasing of Wisconsin, LLC
Charter RMG, LLC
Charter Stores FCN, LLC
Charter Video Electronics, LLC
Coaxial Communications of Central Ohio, LLC
DukeNet Communications Holdings, LLC
DukeNet Communications, LLC
Falcon Cable Communications, LLC
Falcon Cable Media, a California Limited Partnership
Falcon Cable Systems Company II, L.P.
I-3
Falcon Cablevision, a California Limited Partnership
Falcon Community Cable, L.P.
Falcon Community Ventures I Limited Partnership
Falcon First Cable of the Southeast, LLC
Falcon First, LLC
Falcon Telecable, a California Limited Partnership
Falcon Video Communications, L.P.
Helicon Partners I, L.P.
Hometown T.V., LLC
HPI Acquisition Co. LLC
ICI Holdings, LLC
Insight Blocker LLC
Insight Capital LLC
Insight Communications Company, LLC
Insight Communications Company, L.P.
Insight Communications Midwest, LLC
Insight Communications of Central Ohio, LLC
Insight Communications of Kentucky, L.P.
Insight Interactive, LLC
Insight Kentucky Capital, LLC
Insight Kentucky Partners I, L.P.
Insight Kentucky Partners II, L.P.
Insight Midwest Holdings, LLC
Insight Midwest, L.P.
Insight Phone of Indiana, LLC
Insight Phone of Kentucky, LLC
Insight Phone of Ohio, LLC
Interactive Cable Services, LLC
Interlink Communications Partners, LLC
Intrepid Acquisition LLC
Long Beach, LLC
Marcus Cable Associates, L.L.C.
Marcus Cable of Alabama, L.L.C.
Marcus Cable, LLC
Midwest Cable Communications, LLC
NaviSite LLC
New Wisconsin Procurement LLC
Oceanic Time Warner Cable LLC
Parity Assets LLC
Peachtree Cable TV, L.P.
Peachtree Cable TV, LLC
Phone Transfers (AL), LLC
Phone Transfers (CA), LLC
Phone Transfers (GA), LLC
Phone Transfers (NC), LLC
Phone Transfers (TN), LLC
I-4
Phone Transfers (VA), LLC
Renaissance Media LLC
Rifkin Acquisition Partners, LLC
Robin Media Group, LLC
Scottsboro TV Cable, LLC
The Helicon Group, L.P.
Time Warner Cable Business LLC
Time Warner Cable Enterprises LLC
Time Warner Cable Information Services (Alabama), LLC
Time Warner Cable Information Services (Arizona), LLC
Time Warner Cable Information Services (California), LLC
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico), LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
Time Warner Cable International LLC
Time Warner Cable Internet Holdings III LLC
Time Warner Cable Internet Holdings LLC
Time Warner Cable Internet LLC
Time Warner Cable, LLC
Time Warner Cable Media LLC
Time Warner Cable Midwest LLC
Time Warner Cable New York City LLC
Time Warner Cable Northeast LLC
I-5
Time Warner Cable Pacific West LLC
Time Warner Cable Services LLC
Time Warner Cable Southeast LLC
Time Warner Cable Sports LLC
Time Warner Cable Texas LLC
TWC Administration LLC
TWC Communications, LLC
TWC Digital Phone LLC
TWC Media Blocker LLC
TWC News and Local Programming Holdco LLC
TWC News and Local Programming LLC
TWC Regional Sports Network I LLC
TWC Security LLC
TWC SEE Holdco LLC
TWC Wireless LLC
TWC/Charter Dallas Cable Advertising, LLC
TWC/Charter Green Bay Cable Advertising, LLC
TWC/Charter Los Angeles Cable Advertising, LLC
TWCIS Holdco LLC
Vista Broadband Communications, LLC
VOIP Transfers (AL), LLC
VOIP Transfers (CA), LLC
VOIP Transfers (GA), LLC
VOIP Transfers (NC), LLC
VOIP Transfers (TN), LLC
VOIP Transfers (VA), LLC
Wisconsin Procurement Holdco LLC
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