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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/16/17 Altice USA, Inc. S-1/A 52:68M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 4.77M (General Form) 9: EX-4.10 Instrument Defining the Rights of Security Holders HTML 569K 10: EX-4.11 Instrument Defining the Rights of Security Holders HTML 605K 11: EX-4.12 Instrument Defining the Rights of Security Holders HTML 1.00M 12: EX-4.13 Instrument Defining the Rights of Security Holders HTML 35K 13: EX-4.14 Instrument Defining the Rights of Security Holders HTML 989K 14: EX-4.15 Instrument Defining the Rights of Security Holders HTML 59K 15: EX-4.16 Instrument Defining the Rights of Security Holders HTML 987K 16: EX-4.17 Instrument Defining the Rights of Security Holders HTML 1.12M 17: EX-4.18 Instrument Defining the Rights of Security Holders HTML 212K 18: EX-4.19 Instrument Defining the Rights of Security Holders HTML 483K 19: EX-4.20 Instrument Defining the Rights of Security Holders HTML 925K 20: EX-4.21 Instrument Defining the Rights of Security Holders HTML 144K 21: EX-4.22 Instrument Defining the Rights of Security Holders HTML 34K 22: EX-4.23 Instrument Defining the Rights of Security Holders HTML 1.32M 23: EX-4.24 Instrument Defining the Rights of Security Holders HTML 528K 24: EX-4.25 Instrument Defining the Rights of Security Holders HTML 1.07M 25: EX-4.26 Instrument Defining the Rights of Security Holders HTML 191K 26: EX-4.27 Instrument Defining the Rights of Security Holders HTML 56K 27: EX-4.28 Instrument Defining the Rights of Security Holders HTML 774K 28: EX-4.29 Instrument Defining the Rights of Security Holders HTML 753K 2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 554K 29: EX-4.30 Instrument Defining the Rights of Security Holders HTML 741K 30: EX-4.31 Instrument Defining the Rights of Security Holders HTML 925K 31: EX-4.32 Instrument Defining the Rights of Security Holders HTML 40K 3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 726K 4: EX-4.5 Instrument Defining the Rights of Security Holders HTML 172K 5: EX-4.6 Instrument Defining the Rights of Security Holders HTML 118K 6: EX-4.7 Instrument Defining the Rights of Security Holders HTML 659K 7: EX-4.8 Instrument Defining the Rights of Security Holders HTML 649K 8: EX-4.9 Instrument Defining the Rights of Security Holders HTML 611K 32: EX-10.1 Material Contract HTML 2.30M 41: EX-10.10 Material Contract HTML 1.86M 42: EX-10.11 Material Contract HTML 85K 43: EX-10.12 Material Contract HTML 76K 44: EX-10.13 Material Contract HTML 3.31M 45: EX-10.14 Material Contract HTML 515K 46: EX-10.15 Material Contract HTML 1.02M 47: EX-10.16 Material Contract HTML 106K 48: EX-10.17 Material Contract HTML 132K 49: EX-10.18 Material Contract HTML 31K 33: EX-10.2 Material Contract HTML 34K 34: EX-10.3 Material Contract HTML 74K 35: EX-10.4 Material Contract HTML 75K 36: EX-10.5 Material Contract HTML 7.40M 37: EX-10.6 Material Contract HTML 128K 38: EX-10.7 Material Contract HTML 7.30M 39: EX-10.8 Material Contract HTML 91K 40: EX-10.9 Material Contract HTML 254K 50: EX-21.1 Subsidiaries HTML 133K 51: EX-23.1 Consent of Experts or Counsel HTML 18K 52: EX-23.2 Consent of Experts or Counsel HTML 16K
Exhibit 4.32
EXECUTION VERSION
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE dated as of December 21, 2015, among Cequel Communications Holdings I, LLC (the “New Issuer”), Cequel Capital Corporation (the “New Co-Issuer”) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS, Altice US Finance II Corporation (the “Initial Issuer”), the Trustee and the other parties thereto have heretofore executed and delivered an indenture, dated as of June 12, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 7¾% Senior Notes due 2025 (the “Notes”);
WHEREAS, pursuant to Sections 4.17, 4.25, 9.01 and Section 9.05 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture;
WHEREAS on the date hereof, the Initial Issuer will merge with and into the New Issuer (the “Merger”) and the separate existence of the Initial Issuer shall cease and the New Issuer shall be the surviving entity, which Merger shall become effective at such time as the certificate of merger (the “Certificate of Merger”) is duly filed with the Secretary of State of the State of Delaware or on such other date and time as shall be agreed to by the New Issuer and the Initial Issuer and specified in such Certificate of Merger (the time of such filing or such other date or time, the “Effective Time”);
Whereas the New Co-Issuer is a subsidiary of the New Issuer;
WHEREAS, each party hereto has duly authorized the execution and delivery of this Supplemental Indenture and has done all things necessary to make this Supplemental Indenture a valid agreement in accordance with its terms;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer, the New Co-Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE 1
Defined Terms
Section 1.01. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital thereto 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.
ARTICLE 2
Obligations and Agreements; Agreement to be Bound; Assumption of Rights and Obligations;
Amendment of Indenture
Section 2.01. Obligations and Agreements. With effect from the Effective Time, each of the New Issuer and New Co-Issuer hereby becomes a party to the Indenture as Issuer and Co-Issuer, respectively.
Section 2.02. Agreement to be Bound; Assumption of Rights and Obligations. With effect from the Effective Time, each of the New Issuer and New Co-Issuer agrees to be bound by all of the provisions of the Indenture applicable to the Issuer and the Co-Issuer, respectively, and to perform all of the obligations and agreements of the Issuer and the Co-Issuer, respectively, under the Indenture and the Notes. This assumption of rights and obligations shall have the effects set forth in the Indenture.
Section 2.03. Amendment of Indenture. With effect from the Effective Time, the definition of “Issuer” in Section 1.01 of the Indenture shall be amended to read: ““Issuer” means (i) prior to the Completion Date, the Initial Issuer and (ii) after the Completion Date, Cequel Communications Holdings I, LLC.”
ARTICLE 3
Miscellaneous
Section 3.01. Notices. All notices and other communications to each of the New Issuer and the New Co-Issuer shall be given as provided in the Indenture, at its address set forth below:
c/o Cequel Communications Holdings I, LLC
12444 Powerscourt Drive, Suite 450
St. Louis, MO 63131
Attention: Board of Directors
Facsimile: +(1)314 965-0500
Section 3.02. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section 3.03. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04. Jurisdiction. Each of the New Issuer and the New Co-Issuer irrevocably (i) agrees that any legal suit, action or proceeding against it arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York court and (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding.
Section 3.05. Severability Clause. In case any one or more of the provisions in this Supplemental Indenture shall be held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
Section 3.06. 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 of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
Section 3.07. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
Section 3.08. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
Section 3.09. Successors. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors and assigns, whether so expressed or not.
Section 3.10. Trustee. The Trustee shall not be responsible for or in respect of the sufficiency of this Supplemental Indenture or for or in respect of the recitals herein, which have been made by the New Issuer and the New Co-Issuer.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
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CEQUEL COMMUNICATIONS HOLDINGS I, LLC, as New Issuer | ||
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By: |
/s/ Craig Rosenthal | |
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Name: |
Craig Rosenthal |
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Title: |
Senior Vice President, General Counsel and Assistant Secretary |
(Signature Page to Senior Notes Supplemental Indenture)
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CEQUEL CAPITAL CORPORATION, as New Co-Issuer | ||
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By: |
/s/ Craig Rosenthal | |
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Name: |
Craig Rosenthal |
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Title: |
Senior Vice President, General Counsel and Assistant Secretary |
(Signature Page to Senior Notes Supplemental Indenture)
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee | |
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By: |
/s/ Julia Engel |
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Name: Julia Engel |
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Title: Vice President |
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By: |
/s/ Anthony D’Amato |
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Name: Anthony D’Amato |
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Title: Associate |
(Signature Page to Senior Notes Supplemental Indenture)
This ‘S-1/A’ Filing | Date | Other Filings | ||
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Filed on: | 5/16/17 | CORRESP | ||
12/21/15 | ||||
6/12/15 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Altice USA, Inc. 10-K 12/31/23 119:17M Workiva Inc Wde… FA01/FA 2/23/23 Altice USA, Inc. 10-K 12/31/22 119:18M Workiva Inc Wde… FA01/FA 2/16/22 Altice USA, Inc. 10-K 12/31/21 118:19M Workiva Inc Wde… FA01/FA 2/12/21 Altice USA, Inc. 10-K 12/31/20 127:22M Workiva Inc Wde… FA01/FA 12/28/20 Altice USA, Inc. SC TO-I/A 2:47K Altice USA, Inc. Toppan Merrill/FA 12/22/20 Altice USA, Inc. SC TO-I/A 2:62K Altice USA, Inc. Toppan Merrill/FA 12/10/20 Altice USA, Inc. SC TO-I/A 1:39K Altice USA, Inc. Toppan Merrill/FA 12/03/20 Altice USA, Inc. SC TO-I/A 1:172K Altice USA, Inc. Toppan Merrill/FA |