EX-10.9 : FIRST SUPPLEMENTAL INDENTURE

EX-10.9 10 y13322exv10w9.txt EX-10.9 : FIRST SUPPLEMENTAL INDENTURE Exhibit 10.9 FIRST SUPPLEMENTAL INDENTURE dated as of September 28, 2005 among CHARTER COMMUNICATIONS HOLDINGS, LLC, CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION and BNY MIDWEST TRUST COMPANY as Trustee ----------------------------- 11.125% Senior Notes due 2011 THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), entered into as of September 28, 2005, among Charter Communications Holdings, LLC, a Delaware limited liability company (the "Company"), and Charter Communications Holdings Capital Corporation, a company incorporated under the laws of Delaware (collectively with the Company, the "Issuers"), and BNY Midwest Trust Company, as trustee (the "Trustee"). RECITALS WHEREAS, the Issuers and the Trustee entered into the Indenture, dated as of January 10, 2001 (the "Indenture"; capitalized terms used herein without being defined herein have the meanings given to them in the Indenture), relating to the Company's 11.125% Senior Notes due 2011 (the "Notes"); WHEREAS, the Issuers desire to conform clause (1) of the definition of "Permitted Investments" in the Indenture with the definitions contained in the indentures of the Company's subsidiaries; and WHEREAS, in accordance with Section 9.02 of the Indenture, the Issuers have obtained written consent to the proposed amendment from the Holders of a majority in principal amount of the Notes then outstanding. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this First Supplemental Indenture hereby agree as follows: Section 1. Clause (1) of the definition of "Permitted Investments" in the Indenture is hereby amended to read as follows: "(1) any Investment by the Company in a Restricted Subsidiary thereof, or any Investment by a Restricted Subsidiary of the Company in the Company or in another Restricted Subsidiary of the Company;". Section 2. This First Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby. Section 3. This First Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Each signed copy shall be an original, but all of them together represent the same agreement. Section 4. This First Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this First Supplemental Indenture will henceforth be read together. Section 5. Except as expressly amended hereby, each provision of the Indenture shall remain in full force and effect and, as amended hereby, the Indenture is in all respects agreed to, ratified, and confirmed by each of the Issuers and the Trustee. Section 6. 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 representations as to the validity or sufficiency of this First Supplemental Indenture. 3 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written. Charter Communications Holdings, LLC, as Issuer By: /s/ Eloise Schmitz ------------------------------- Name: Eloise Schmitz Title: SVP Treasury and Finance Charter Communications Holdings Capital Corporation, as Issuer By: /s/ Eloise Schmitz ------------------------------- Name: Eloise Schmitz Title: SVP Treasury and Finance BNY Midwest Trust Company, as Trustee By: /s/ Daniel G. Dwyer ------------------------------- Name: Daniel G. Dwyer Title: Vice President 4