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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
CCH II, LLC
CCH II Capital Corp.
(Name of Applicants)
12405 Powerscourt Drive, Suite 100
St. Louis, Missouri 63131
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
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| Title of Class
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Amount |
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| 13.50% Senior Notes Due 2016
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$1,700,000,000 (approximate) |
Approximate date of proposed public offering:
On, or as soon as practicable following, the Effective Date under the Joint Plan of Reorganization
Grier C. Raclin, Esq.
Executive Vice President, General Counsel and Corporate Secretary
12405 Powerscourt Drive
St. Louis, Missouri 63131
(Name and Address of Agent for Service)
Copies to:
Christian O. Nagler, Esq.
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
(212) 446-4800
The obligor hereby amends this Application for Qualification on such date or dates as may be necessary
to delay its effectiveness until (i) the 20th day after the filing of a further amendment which
specifically states that it shall supersede this amendment, or (ii) such date as the Securities and
Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended,
may determine upon the written request of the obligor.
This Amendment No. 1 to Form T-3 (this “Amendment”) is being filed solely to file Exhibits
T3E-1 and T3E-2. This Amendment is not intended to amend or delete any part of the Form T-3.
GENERAL
1. General Information.
(a) Form of organization. CCH II, LLC (“CCH II”) is a limited liability company. CCH II
Capital Corp. (“CCH II Capital”, together with CCH II, the “Issuers”) is a corporation.
(b) State or other sovereign power under the laws of which organized. Each of the Issuers was
organized under the laws of the State of Delaware.
2. Securities Act Exemption Applicable.
The Applicants intend to offer, under the terms and subject to the conditions set forth in the
Disclosure Statement (as amended or supplemented, the “Disclosure Statement”) and an accompanying
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as amended or supplemented,
the “Plan”) of the Applicants and certain of their parents and subsidiaries (collectively, the
“Debtors”), copies of which are included as Exhibits T3E-1 and T3E-2, respectively, to this
application, 13.5% Senior Notes due 2016 (the “New Senior Notes”) in an aggregate principal amount
approximately equal to $1,700,000,000. Capitalized terms used herein and which are not otherwise
defined herein shall have the meaning ascribed to them in the Disclosure Statement.
Pursuant to the Plan, holders of 10.25% Senior Notes due 2010 and 10.25% Senior Notes due 2013
issued by the Issuers (collectively “CCH II Notes Claims”) have the option to either exchange such
claims for cash or New Senior Notes. Consequently, the aggregate principal amount of the New
Senior Notes will not be known until all such holders have made their election. See “Important
Aspects of the Plan — Exchange and New CCH II Notes Commitment” in the Disclosure Statement filed
herewith. The New Senior Notes will be issued pursuant to the indenture to be qualified under this
Form T-3 (the “Indenture”), a copy of which is included as Exhibit T3C to this application.
Generally, Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities
under a plan of reorganization from registration under the Securities Act of 1933 (the “Securities
Act”) and state securities laws if three principal requirements are satisfied: (i) the securities
must be offered and sold under a plan of reorganization and must be securities of the debtor, an
affiliate participating in a joint plan with the debtor or a successor to the debtor under the
plan; (ii) the recipients of the securities must hold a prepetition or administrative expense claim
against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely
in exchange for the recipient’s claim against or interest in the debtor, or principally in such
exchange and partly for cash or property. The Applicants believe that the offer of the New Senior
Notes under the solicitation of acceptances for the Plan and the exchange of New Senior Notes for
CCH II Notes Claims, together with certain other consideration, under the Plan will satisfy the
requirements of Section 1145(a)(1) of the Bankruptcy Code and, therefore, such offer and exchange
is exempt from the registration requirements referred to above. To the extent that the
solicitation of acceptances of the Plan constitutes an offer of new securities not exempt from
registration under Section 1145(a)(1), the Company will also rely on Section 4(2) of the Securities
Act and, to the extent applicable, Regulation D promulgated thereunder.
1
AFFILIATIONS
3. Affiliates.
(a) Set forth below are all the subsidiaries of CCH II, all of which are wholly owned by CCH
II unless otherwise indicated. CCH II owns 100% of the voting securities of CCH II Capital, and
CCH II Capital does not have any subsidiaries. As of the date of this Application, and except as
otherwise set forth below, it is expected that after the Effective Date the corporate structure and
equity ownership of all subsidiaries listed below will be unchanged.
American Cable Entertainment Company, LLC
Athens Cablevision, Inc.
Ausable Cable TV, Inc.
Cable Equities Colorado, LLC
Cable Equities of Colorado Management Corp.
CC 10, LLC
CC Fiberlink, LLC
CC Michigan, LLC
CC Systems, LLC
CC V Holdings, LLC
CC VI Fiberlink, LLC
CC VI Operating, LLC
CC VII Fiberlink, LLC
CC VIII Fiberlink, LLC
CC VIII Holdings, LLC
CC VIII Leasing of Wisconsin, LLC
CC VIII Operating, LLC
CC VIII,
LLC1
CCO Fiberlink, LLC
CCO Holdings, LLC
CCO Holdings Capital Corp.
CCO NR Holdings, LLC
CCO Purchasing, LLC
Charter Advertising of Saint Louis, LLC
Charter Cable Leasing of Wisconsin, LLC
Charter Cable Operating Company, L.L.C.
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| 1 |
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CCH I, LLC and Charter Investment, Inc. (“CII”) currently own
70% and 30%, respectively, of the Class A Preferred Membership Interests
of CC VIII, LLC (“CC VIII”). CII is an entity controlled by Paul Allen.
As disclosed in the Plan and Disclosure Statement, the settlement with
Mr. Allen and certain persons and entities affiliated with Mr. Allen
contemplates the transfer, upon the Effective Date of the Plan, to the
Reorganized Company (as defined in the Disclosure Statement), of the 30%
of Class A Preferred Membership Interests of CC VIII controlled by CII.
Consequently, upon the Effective Date, the Reorganized Company will own
100% of the Class A Preferred Membership Interests of CC VIII. For more
information see “Important Aspects of the Plan — The CII Settlement” in
the Disclosure Statement. |
2
Charter Cable Partners, L.L.C.
Charter Communications Entertainment I, DST
Charter Communications Entertainment I, LLC
Charter Communications Entertainment II, LLC
Charter Communications Entertainment, LLC
Charter Communications Holding Company, LLC
Charter Communications Holdings Capital Corporation
Charter Communications Holdings LLC
Charter Communications Operating, LLC
Charter Communications Operating Capital Corp.
Charter Communications Properties LLC
Charter Communications V, LLC
Charter Communications Ventures, LLC
Charter Communications VI, LLC
Charter Communications VII, LLC
Charter Communications, LLC
Charter Distribution, LLC
Charter Fiberlink — Alabama, LLC
Charter Fiberlink AR-CCVII, LLC
Charter Fiberlink AZ-CCVII, LLC
Charter Fiberlink CA-CCO, LLC
Charter Fiberlink CA-CCVII, LLC
Charter Fiberlink CC VIII, LLC
Charter Fiberlink CCO, LLC
Charter Fiberlink CT-CCO, LLC
Charter Fiberlink — Georgia, LLC
Charter Fiberlink ID-CCVII, LLC
Charter Fiberlink — Illinois, LLC
Charter Fiberlink IN-CCO, LLC
Charter Fiberlink KS-CCO, LLC
Charter Fiberlink LA-CCO, LLC
Charter Fiberlink MA-CCO, LLC
Charter Fiberlink — Michigan, LLC
Charter Fiberlink — Missouri, LLC
Charter Fiberlink MS-CCVI, LLC
Charter Fiberlink NC-CCO, LLC
Charter Fiberlink NC-CCVII, LLC
Charter Fiberlink — Nebraska, LLC
Charter Fiberlink NH-CCO, LLC
Charter Fiberlink NM-CCO, LLC
Charter Fiberlink NV-CCVII, LLC
Charter Fiberlink NY-CCO, LLC
Charter Fiberlink NY-CCVII, LLC
Charter Fiberlink OH-CCO, LLC
Charter Fiberlink OK-CCVII, LLC
Charter Fiberlink OR-CCVII, LLC
Charter Fiberlink SC-CCO, LLC
Charter Fiberlink SC-CCVII, LLC
Charter Fiberlink — Tennessee, LLC
Charter Fiberlink TX-CCO, LLC
Charter Fiberlink UT-CCVII, LLC
3
Charter Fiberlink VA-CCO, LLC
Charter Fiberlink VT-CCO, LLC
Charter Fiberlink WA-CCVII, LLC
Charter Fiberlink — Wisconsin, LLC
Charter Fiberlink WV-CCO, LLC
Charter Fiberlink, LLC
Charter Gateway, LLC
Charter Helicon, LLC
Charter RMG, LLC
Charter Stores FCN, LLC
Charter Video Electronics, Inc.
Dalton Cablevision, Inc.
Enstar Communications Corporation
Falcon Cable Communications, LLC
Falcon Cable Media, a California Limited Partnership
Falcon Cable Systems Company II, L.P.
Falcon Cablevision, a California Limited Partnership
Falcon Community Cable, L.P.
Falcon Community Ventures I, LP
Falcon First Cable of New York, Inc.
Falcon First Cable of the Southeast, Inc.
Falcon First, Inc.
Falcon Telecable, a California Limited Partnership
Falcon Video Communications, L.P.
Helicon Group, L.P.,
The Helicon Partners I, L.P.
Hometown TV, Inc.
HPI Acquisition Co., L.L.C.
Interlink Communications Partners, LLC
Long Beach, LLC
Marcus Cable Associates, L.L.C.
Marcus Cable of Alabama, L.L.C.
Marcus Cable, Inc.
Midwest Cable Communications, Inc.
Peachtree Cable TV, L.P.
Peachtree Cable T.V., LLC
Plattsburgh Cablevision, Inc.
Rifkin Acquisition Partners, LLC
Robin Media Group, Inc.
Scottsboro TV Cable, Inc.
Tennessee, LLC
Tioga Cable Company, Inc.
Vista Broadband Communications, LLC
Pacific Microwave (Joint Venture; 50% owned by Falcon Community
Ventures I, Limited Partnership and
50% owned by Falcon Cable Systems Company II, LP)
SFC Transmission (Joint Venture; 60.94% owned by Charter
Communications Properties, LLC and 25%
owned by Falcon Cable Systems Company II, LP)
TWC/Charter Los Angeles Cable Advertising, LLC (Joint Venture; 17.94% Class A Member)
(b) Certain directors and executive officers of the Issuers may be deemed to be “affiliates”
of the Issuers by virtue of their positions with the Company. See Item 4, “Directors and Executive
Officers.”
4
(c) Certain persons may be deemed to be “affiliates” of the Issuers by virtue of their
holdings of the voting securities of the Issuers. See Item 5, “Principal Owners of Voting
Securities.”
MANAGEMENT AND CONTROL
4. Directors and Executive Officers.
CCH II is controlled by CCH I, LLC, as sole Member. As of the date of this Application, CCH
II does not have any directors. The names of all executive officers of CCH II as of the date of
this Application are set forth below. The mailing address and telephone number of each executive
officer is c/o CCH II, LLC, 12405 Powerscourt Drive, St. Louis, Missouri 63131; telephone number
(314) 965-0555.
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| Name |
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Office |
Neil Smit
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President and Chief Executive Officer |
Michael J. Lovett
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Executive Vice President and Chief Operating Officer |
Grier C. Raclin
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Executive Vice President, General Counsel and Corporate Secretary |
Eloise E. Schmitz
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Executive Vice President and Chief Financial Officer |
Gregory L. Doody
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Chief Restructuring Officer and Senior Counsel |
Kevin D. Howard
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Vice President, Chief Accounting Officer and Controller |
Thomas M. Degnan
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Vice President – Finance and Corporate Treasurer |
Richard R. Dykhouse
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Vice President, Senior Counsel – Corporate and Securities and
Assistant Secretary |
Paul J. Rutterer
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Assistant Secretary |
The names of all executive officers and the sole director of CCH II Capital as of the date of
this Application are set forth below. The mailing address and telephone number of each director
and executive officer is c/o CCH II Capital Corp., 12405 Powerscourt Drive, St. Louis, Missouri
63131; telephone number (314) 965-0555.
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| Name |
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Office |
Neil Smit
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Director, President and Chief Executive Officer |
Michael J. Lovett
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Executive Vice President and Chief Operating Officer |
Grier C. Raclin
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Executive Vice President, General Counsel and Corporate Secretary |
Eloise E. Schmitz
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Executive Vice President and Chief Financial Officer |
Gregory L. Doody
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Chief Restructuring Officer and Senior Counsel |
Kevin D. Howard
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Vice President, Chief Accounting Officer and Controller |
Thomas M. Degnan
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Vice President – Finance and Corporate Treasurer |
Richard R. Dykhouse
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Vice President, Senior Counsel – Corporate and Securities and
Assistant Secretary |
Paul J. Rutterer
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Assistant Secretary |
It is anticipated that the individuals currently serving as directors and executive officers
of each of the Applicants will continue to serve in the same capacity listed above as of the
Effective Date.
5. Principal Owners of Voting Securities.
5
As of the date of this Application for Qualification: (i) CCH I, LLC owns 100% of the voting
securities of CCH II, and (ii) CCH II owns 100% of the voting securities of CCH II Capital. The
mailing
address for each of CCH I, LLC and CCH II is c/o Charter Communications, Inc., 12405
Powerscourt Drive, St. Louis, Missouri 63131; telephone number (314) 965-0555.
It is anticipated that, as of the Effective Date, (i) CCH I, LLC will continue to own 100% of
the voting securities of CCH II, and (ii) CCH II will continue to own 100% of the voting securities
of CCH II Capital.
UNDERWRITERS
6. Underwriters.
(a) The Issuers have not sold any securities through the use of an underwriter in the last
three years. In September 2006, Citigroup and Bank of America Securities, LLC conducted an offer,
as dealer managers, to exchange up to $450,000,000 principal amount outstanding of Charter
Communications, Inc.’s 5.875% Convertible Senior Notes due 2009 in exchange for the Applicants’
10.25% Senior Notes due 2013.
(b) No person is acting as a principal underwriter of the New Senior Notes proposed to be
offered pursuant to the Indenture.
CAPITAL SECURITIES
7. Capitalization.
(a) The following table sets forth information with respect to each authorized class of
securities of CCH II as of May 5, 2009:
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| Title of Class |
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Amount Authorized |
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Amount Outstanding |
Limited Liability Company Interests |
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100 |
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100 |
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(b) The following table sets forth information with respect to each authorized class of
securities of CCH II Capital as of May 5, 2009:
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| Title of Class |
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Amount Authorized |
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Amount Outstanding |
Common Stock, par value $0.01 per share |
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100 |
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100 |
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It is anticipated that the capitalization tables set forth above for each of the Applicants
will remain unchanged as of the Effective Date.
(c) Holders of common stock of each of the Applicants will be entitled to one vote for each
share held of record on the applicable record date on all matters submitted to a vote of the
stockholders. Holders of common stock of each of the Applicants do not have cumulative voting
rights.
INDENTURE SECURITIES
8. Analysis of Indenture Provisions.
6
The New Senior Notes will be subject to the Indenture between the Applicants and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The following is a general
description of certain provisions of the Indenture, and the description is qualified in its
entirety by reference to the
form of Indenture filed as Exhibit T3C herewith. Capitalized terms used below and not defined
herein have the meanings ascribed to them in the Indenture.
(a) Events of Default; Withholding of Notice of Default.
The occurrence of any of the following events will constitute an Event of Default under the
Indenture: (i) default for 30 consecutive days in the payment when due of interest on the New
Senior Notes; (ii) default in payment when due of the principal of or premium, if any, on the New
Senior Notes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions of Sections 4.16 (Repurchase at the Option of Holders upon a Change of Control) or 5.01
(Merger, Consolidation, or Sale of Assets) of the Indenture; (iv) failure by the Company or any of
its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to
the Issuers by the Trustee, or to the Issuers and the Trustee by Holders of at least 25% of the
aggregate principal amount of the New Senior Notes then outstanding, to comply with any of their
other covenants or agreements in the Indenture; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: (a) is
caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its
express maturity, and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates $100 million or more; (vi) failure by the
Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable
aggregating in excess of $100 million, net of applicable insurance which has not been denied in
writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days;
(vii) certain events of bankruptcy or insolvency with respect to the Company or any of its
Significant Subsidiaries; or (viii) the rendering of a decree or order by a court of competent
jurisdiction against the Company or any of its Significant Subsidiaries under any Bankruptcy Law
which remains unstayed and in effect for a period of sixty (60) consecutive days.
In the case of an Event of Default arising from clauses (vii) or (viii) listed above with
respect to the Company, all outstanding New Senior Notes shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is continuing, the
Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then
outstanding New Senior Notes by notice to the Issuers and the Trustee may declare all the New
Senior Notes to be due and payable immediately. The Holders of a majority in aggregate principal
amount of the New Senior Notes then outstanding by written notice to the Trustee may on behalf of
all of the Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the acceleration) have been
cured or waived.
Holders of not less than a majority in aggregate principal amount of the then outstanding New
Senior Notes by notice to the Trustee may on behalf of the Holders of all of the New Senior Notes
waive any existing Default or Event of Default and its consequences under the Indenture, except a
continuing Default or Event of Default in the payment of the principal of, or premium, if any, or
interest on, the New Senior Notes (provided, however, that the Holders of a
majority in aggregate principal amount of the then
7
outstanding New Senior Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of
the Indenture; but no such waiver shall extend to any subsequent or other Default or impair
any right consequent thereon.
If a Default or Event of Default occurs and is continuing and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to Holders of New Senior Notes a notice of the
Default or Event of Default within 90 days after the Trustee acquires knowledge thereof. Except in
the case of a Default or Event of Default in payment of principal of, premium, if any, or interest
on any New Senior Note, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the New Senior Notes.
(b) Authentication and Delivery of New Senior Notes; Application of Proceeds.
The New Senior Notes may be executed on behalf of the Company by any of the following Officers
of the Company: the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President. The signature of these Officers on the New Senior
Notes may be by facsimile or manual signature in the name and on behalf of the Issuers. A New
Senior Note shall not be valid until authenticated by the manual signature (which may be by
facsimile) of the Trustee. The signature shall be conclusive evidence that the New Senior Note has
been authenticated under the Indenture. The Trustee shall, upon a written order of the Issuers
signed by an Officer of each of the Issuers, authenticate the New Senior Notes for original issue.
The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate the New
Senior Notes. An authenticating agent may authenticate the New Senior Notes whenever the Trustee
may do so.
The Reorganized Company (as defined in the Disclosure Statement) will utilize the proceeds
from the sale and issuance of the New Senior Notes as set forth in the Disclosure Statement under
“Important Aspects of the Plan — Use of Proceeds.”
(c) Release of Collateral.
The New Senior Notes are unsecured obligations of the Issuers and are not secured by any
property.
(d) Satisfaction and Discharge.
The Indenture, the New Senior Notes, any Note Guarantee and the Registration Rights Agreement
shall cease to be of further effect (except as to any surviving rights of registration of transfer
or exchange of New Senior Notes expressly provided for in the Indenture), and the Trustee, on
demand of and at the expense of the Issuers, shall execute proper instruments acknowledging
satisfaction and discharge of the Indenture, the New Senior Notes, any Note Guarantee and the
Registration Rights Agreement, when
(1) either (a) all New Senior Notes theretofore authenticated and delivered (other than
(i) New Senior Notes which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 2.07 (Replacement Notes) of the Indenture and (ii) New Senior
Notes for whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust,)
have been
8
delivered to the Trustee for cancellation; or (b) all such New Senior Notes not
theretofore delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or (iii) are to
be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers,
in the case of (i), (ii) or (iii) above, have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge
the entire indebtedness on such New Senior Notes not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest to the date of such
deposit (in the case of New Senior Notes which have become due and payable) or to the
maturity or redemption thereof, as the case may be;
(2) the Issuers have paid or caused to be paid all other sums payable hereunder by the
Issuers; and
(3) each of the Issuers has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of the Indenture have been complied with.
Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the
Issuers to the Trustee under Section 7.07 (Compensation and Indemnity), and, if money shall have
been deposited with the Trustee, the obligations of the Trustee under Section 12.02 (Application of
Trust Money) shall survive such satisfaction and discharge.
(e) Evidence of Compliance with Conditions and Covenants.
The Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year, an
Officers’ Certificate stating that a review of the activities of the Issuers and their Subsidiaries
during the preceding fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Issuers have kept, observed, performed and fulfilled their
obligations under the Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed
and fulfilled each and every covenant contained in the Indenture and are not in default in the
performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Issuers are taking or propose to take
with respect thereto).
The Issuers shall, so long as any of the New Senior Notes are outstanding, deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Issuers are taking or
propose to take with respect thereto.
9. Other Obligors.
Other than each of the Applicants, no person is an obligor with respect to the New Senior
Notes.
Contents of application for qualification. This application for qualification comprises:
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(a) |
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Pages numbered one to twelve, consecutively. |
9
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(b) |
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The statement of eligibility and qualification on Form T-1 of The Bank of New York
Mellon Trust Company, N.A., Trustee under the Indenture to be qualified (filed herewith as
Exhibit T3G). |
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(c) |
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The following exhibits in addition to those filed as part of the Form T-1 statement of
eligibility and qualification of the Trustee: |
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Exhibit T3A-1
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Certificate of Formation of CCH II, LLC (incorporated by
reference to Exhibit 3.1 to Amendment No. 1 to the
registration statement on Form S-4 of CCH II, LLC and CCH
II Capital Corporation filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3A-2
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Certificate of Incorporation of CCH II Capital Corp.
(incorporated by reference to Exhibit 3.3 to Amendment No.
1 to the registration statement on Form S-4 of CCH II, LLC
and CCH II Capital Corp. filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3B-1
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Amended and Restated Limited Liability Company Agreement
of CCH II, LLC, dated as of July 10, 2003 (incorporated by
reference to Exhibit 3.2 to Amendment No. 1 to the
registration statement on Form S-4 of CCH II, LLC and CCH
II Capital Corporation filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3B-2
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Amended and Reinstated By-laws of CCH II Capital Corp.
(incorporated by reference to Exhibit 3.4 to Amendment No.
1 to the registration statement on Form S-4 of CCH II, LLC
and CCH II Capital Corp. filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3C*
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Form of Indenture governing the New Senior Notes |
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Exhibit T3D
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[Not applicable] |
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Exhibit T3E-1**
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Debtors’ Disclosure Statement, as amended, pursuant to
Chapter 11 of the Bankruptcy Code with respect to the
Debtors’ Joint Plan of Reorganization |
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Exhibit T3E-2**
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Debtors’ Joint Plan of Reorganization, as amended,
pursuant to Chapter 11 of the United States Bankruptcy
Code |
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Exhibit T3F*
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Cross-reference sheet |
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Exhibit T3G*
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Form T-1 qualifying The Bank of New York Mellon Trust
Company, N.A. as Trustee under the Indenture to be
qualified pursuant to this Form T-3 |
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| * |
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Previously filed and incorporated by reference to the Issuers’ T-3, file no.
022-28891, filed May 7, 2009. |
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Filed herewith. |
10
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, each of the applicants, CCH
II, LLC, a limited liability company organized and existing under the laws of the State of
Delaware, and CCH II Capital Corp., a corporation organized and existing under the laws of the
State of Delaware, has duly caused this application to be signed on its behalf by the undersigned,
thereunto duly authorized on the 15th day of May, 2009.
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CCH II, LLC |
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Attest:
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/s/ Paul J. Rutterer
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By:
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/s/ Eloise E. Schmitz |
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Name: Paul J. Rutterer
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Name: Eloise E. Schmitz
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Title: Assistant Secretary
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Title: Executive Vice
President and Chief
Financial Officer |
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CCH II Capital Corp. |
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By:
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/s/ Eloise E. Schmitz |
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Name: Eloise E. Schmitz
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Title: Executive Vice
President and Chief
Financial Officer |
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11
INDEX TO EXHIBITS
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Exhibit T3A-1
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Certificate of Formation of CCH II, LLC (incorporated by
reference to Exhibit 3.1 to Amendment No. 1 to the
registration statement on Form S-4 of CCH II, LLC and CCH
II Capital Corporation filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3A-2
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Certificate of Incorporation of CCH II Capital Corp.
(incorporated by reference to Exhibit 3.3 to Amendment No.
1 to the registration statement on Form S-4 of CCH II, LLC
and CCH II Capital Corp. filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3B-1
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Amended and Restated Limited Liability Company Agreement
of CCH II, LLC, dated as of July 10, 2003 (incorporated by
reference to Exhibit 3.2 to Amendment No. 1 to the
registration statement on Form S-4 of CCH II, LLC and CCH
II Capital Corporation filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3B-2
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Amended and Reinstated By-laws of CCH II Capital Corp.
(incorporated by reference to Exhibit 3.4 to Amendment No.
1 to the registration statement on Form S-4 of CCH II, LLC
and CCH II Capital Corp. filed on March 24, 2004 (File No.
333-111423)) |
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Exhibit T3C*
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Form of Indenture governing the New Senior Notes |
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Exhibit T3D
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[Not applicable] |
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Exhibit T3E-1**
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Debtors’ Disclosure Statement, as amended, pursuant to
Chapter 11 of the Bankruptcy Code with respect to the
Debtors’ Joint Plan of Reorganization |
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Exhibit T3E-2**
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Debtors’ Joint Plan of Reorganization, as amended,
pursuant to Chapter 11 of the United States Bankruptcy
Code |
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Exhibit T3F*
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Cross-reference sheet |
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Exhibit T3G*
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Form T-1 qualifying The Bank of New York Mellon Trust
Company, N.A. as Trustee under the Indenture to be
qualified pursuant to this Form T-3 |
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Previously filed and incorporated by reference to the Issuers’ T-3, file no.
022-28891, filed May 7, 2009. |
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Filed herewith. |
12