Exhibit 10.11
THIRD 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
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9.625% Senior Notes due 2009
THIS THIRD SUPPLEMENTAL INDENTURE (this "Third 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 May 15, 2001, as supplemented by that certain First Supplemental
Indenture, dated as of January 14, 2002, and as supplemented by that certain
Second Supplemental Indenture, dated as of June 25, 2002, both by and among the
Issuers and the Trustee (as supplemented, the "Indenture"; capitalized terms
used herein without being defined herein have the meanings given to them in the
Indenture), relating to the Company's 9.625% Senior Notes due 2009 (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 Third
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 Third 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 Third 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 Third Supplemental Indenture is an amendment
supplemental to the Indenture, and the Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture and this Third 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 Third Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above written.
Charter Communications Holdings, LLC, as Issuer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: SVP Treasury and Finance
Charter Communications Holdings Capital
Corporation, as Issuer
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: SVP Treasury and Finance
BNY Midwest Trust Company, as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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