Exhibit 4.18

 

EXECUTION VERSION

SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE dated as of December 21, 2015, among the Subsidiary Guarantors set forth in Schedule I hereto, Cequel Communications, LLC and Cequel Communications Holdings II, LLC (collectively, the “New Guarantors”), Altice US Finance I Corporation (the “Issuer”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and JPMorgan Chase Bank, N.A., as notes security agent (the “Notes Security Agent”) under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H:

 

WHEREAS, the 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 53/8% Senior Secured Notes due 2023 the “Notes”);

 

WHEREAS, pursuant to Sections 4.17, 4.25, 9.01, 9.05 and 10.05 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture;

 

WHEREAS, Cequel Communications, LLC is the Company, Cequel Communications Holdings II, LLC is the Parent Guarantor and each of the Subsidiary Guarantors is a Restricted Subsidiary of the Company;

 

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, each of the New Guarantors, the Issuer, the Notes Security Agent 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; Agreement to Guarantee; Limitations

 

Section 2.01.                          Obligations and Agreements.  Each of the New Guarantors hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

 











 

Section 2.02.                          Agreement to be Bound.  Each of the New Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

 

Section 2.03.                          Agreement to Guarantee.  Each of the New Guarantors hereby agrees, jointly and severally with all other Guarantors on the date hereof, to unconditionally guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in Article 10 and Article 12 of the Indenture.

 

Section 2.04.                          Limitations on Note Guarantee.  Each of the New Guarantors’ Note Guarantee is hereby limited pursuant to Section 10.07 of the Indenture.

 

ARTICLE 3
 Miscellaneous

 

Section 3.01.                          Notices.  All notices and other communications to each of the New Guarantors shall be given as provided in the Indenture, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer:

 

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 Guarantors 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.

 

2











 

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 and Notes Security Agent.  The Trustee and Notes Security Agent 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 Issuer and each of the New Guarantors.

 

3











 

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

 

	
 
    	
Altice US Finance I Corporation, as Issuer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Jérémie Bonnin
    
	
 
    	
Name:
    	
Jérémie Bonnin
    
	
 
    	
Title:
    	
 
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Deutsche Bank Trust Company Americas, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Julia Engel
    
	
 
    	
Name:
    	
Julia Engel
    
	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Anthony D’Amato
    
	
 
    	
Name:
    	
Anthony D’Amato
    
	
 
    	
Title:
    	
Associate
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
J.P. Morgan Chase Bank, N.A., as Notes Security Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Tina Ruyter
    
	
 
    	
Name:
    	
Tina Ruyter
    
	
 
    	
Title:
    	
Executive Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
CEQUEL COMMUNICATIONS, LLC, as Company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
 
    	
Title: Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
CEQUEL COMMUNICATIONS HOLDINGS II, LLC, as Parent Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and
    
	
 
    	
 
    	
Assistant Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Appalachian Communications, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
A R H, Ltd.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cable Systems, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 









 

	
 
    	
Cebridge Acquisition, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Acquisition, L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Connections, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Connections Equipment Sales, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Connections Finance Corp.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge General, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Limited, LLC
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom CA, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom General, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom ID, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom IN, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 









 

	
 
    	
Cebridge Telecom KS, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom KY, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom LA, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom Limited, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom MO, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom MS, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom NC, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom NM, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom OH, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom OK, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 









 

	
 
    	
Cebridge Telecom TX, L.P. (LLC)
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom VA, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cebridge Telecom WV, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cequel III Communications I, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cequel III Communications II, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cequel Communications II, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cequel Communications III, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cequel Communications IV, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Cequel Communications Access Services, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Classic Cable, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 









 

	
 
    	
Classic Cable of Louisiana, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Classic Cable of Oklahoma, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Classic Communications, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Friendship Cable of Arkansas, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Friendship Cable of Texas, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Hornell Television Service Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Kingwood Holdings LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Mercury Voice and Data, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
NPG Cable, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
NPG Digital Phone, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 









 

	
 
    	
ORBIS1, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
TCA Communications, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Universal Cable Holdings, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
WK Communications, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Excell Communications, Inc.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig Rosenthal
    
	
 
    	
Name:
    	
Craig Rosenthal
    
	
 
    	
Title:
    	
Senior Vice President,
    
	
 
    	
 
    	
General Counsel and Assistant Secretary
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

	
 
    	
Kingwood Security Services, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ralph G. Kelly
    
	
 
    	
Name:
    	
Ralph G. Kelly
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    


 

(Signature Page to Senior Secured Notes Supplemental Indenture)

 











 

Schedule I — Subsidiary Guarantors

 

Appalachian Communications, LLC
 A R H, Ltd.
 Cable Systems, Inc.
 Cebridge Acquisition, LLC
 Cebridge Acquisition, L.P.
 Cebridge Connections, Inc.
 Cebridge Connections Equipment Sales, LLC
 Cebridge Connections Finance Corp.
 Cebridge Corporation
 Cebridge General, LLC
 Cebridge Limited, LLC
 Cebridge Telecom CA, LLC
 Cebridge Telecom General, LLC
 Cebridge Telecom ID, LLC
 Cebridge Telecom IN, LLC
 Cebridge Telecom KS, LLC
 Cebridge Telecom KY, LLC
 Cebridge Telecom LA, LLC
 Cebridge Telecom Limited, LLC
 Cebridge Telecom MO, LLC
 Cebridge Telecom MS, LLC
 Cebridge Telecom NC, LLC
 Cebridge Telecom NM, LLC
 Cebridge Telecom OH, LLC
 Cebridge Telecom OK, LLC
 Cebridge Telecom TX, L.P. (LLC)
 Cebridge Telecom VA, LLC
 Cebridge Telecom WV, LLC
 Cequel III Communications I, LLC
 Cequel III Communications II, LLC
 Cequel Communications II, LLC
 Cequel Communications III, LLC
 Cequel Communications IV, LLC
 Cequel Communications Access Services, LLC
 Classic Cable, Inc.
 Classic Cable of Louisiana, LLC
 Classic Cable of Oklahoma, Inc.
 Classic Communications, Inc.
 Friendship Cable of Arkansas, Inc.
 Friendship Cable of Texas, Inc.
 Hornell Television Service Inc.
 Kingwood Holdings LLC
 Mercury Voice and Data, LLC
 NPG Cable, LLC
 NPG Digital Phone, LLC
 ORBIS 1, LLC
 TCA Communications, LLC
 Universal Cable Holdings, Inc.

 

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WK Communications, Inc.
 Excell Communications, Inc.
 Kingwood Security Services, LLC

 

S-2