Exhibit 10.1


     

    Exhibit
      10.1

     

    FIRST
      SUPPLEMENTAL INDENTURE

     

    FIRST
      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of August
      17,
      2005, is made by and among CCO Holdings, LLC, a Delaware limited liability
      company (and any successor in interest thereto, the "Company"), CCO Holdings
      Capital Corporation, a Delaware corporation (and any successor in interest
      thereto, "Charter Capital" and together with the Company, the "Issuers"), and
      Wells Fargo Bank, N.A., as trustee (the "Trustee").

     

    WITNESSETH:

     

    WHEREAS,
      the Issuers and the Trustee have entered into an Indenture dated as of November
      10, 2003 (the "Indenture"), governing the Issuers’ 8 3⁄4% Senior Notes due 2013
      (the "Notes");

     

    WHEREAS,
      Section 2.02 of the Indenture provides for the issuance of Additional Notes
      (as
      defined in Section 1.01 of the Indenture), and Section 9.01(3) of the Indenture
      permits supplementing the Indenture to provide for or confirm the issuance
      of
      Additional Notes without the consent of any Holder;

     

    WHEREAS,
      Section 9.01(1) of the Indenture permits the Issuers and the Trustee to amend
      the Indenture to cure any ambiguity, defect or inconsistency without the consent
      of any Holder;

     

    WHEREAS,
      the Issuers now desire to issue $300,000,000 of Additional Notes pursuant to
      the
      Indenture and to correct a defect in the definition of "Charter Holdings
      Indentures";

     

    WHEREAS, all
      conditions precedent provided for in the Indenture that are required
      to
      permit the execution and delivery of the Supplemental Indenture have been
      satisfied;

     

    WHEREAS,
      all things necessary to make this Supplemental Indenture a valid supplement
      to
      the Indenture according to its terms and the terms of the Indenture have been
      done.

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

    Section
      1. Definitions.
      All
      capitalized terms used herein without definition herein shall have the
      respective meanings ascribed to such terms in the Indenture. The rules of
      construction and interpretation set forth in Sections 1.02 through 1.04 and
      Article 10 of the Indenture shall likewise govern this Supplemental
      Indenture.

     

    Section
      2. Issuance
      of Additional Notes.
      This
      Supplemental Indenture hereby provides for and confirms the issuance of
      $300,000,000 of Additional Notes pursuant to the Indenture, to be "Notes" for
      all purposes of the Indenture from their date of issuance.

     

    Section
      3. Amendment
      to Section 1.01.
      This
      Supplemental Indenture hereby amends Section 1.01 of the Indenture by (A)
      deleting the title "11.750% Senior Discount Notes Due 2011 dated January 2002"
      at the end of the clause (a) of the definition of "Charter Holdings Indentures"
      and substituting the title "12.125% Senior Discount Notes Due 2012 dated


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      January
        2002" in place thereof and (B) inserting a phrase "(including supplemental
        indentures)" after the word "indentures" and before the word "entered" at
        the
        beginning of the clause (a) of the same definition. 

    

     

    Section
      4. Governing
      Law.
      The
      internal laws of the State of New York shall govern and be used to construe
      this
      Supplemental Indenture and the Additional Notes 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. Each of the parties
      hereto agrees to submit to the jurisdiction of the courts of the State of New
      York in any action or proceeding arising out of or relating to this Supplemental
      Indenture or the Additional Notes.

     

    Section
      5. Counterparts.
      The
      parties may sign any number of copies of this Supplemental Indenture. Each
      signed copy shall be an original, but all of them together represent the same
      agreement.

     

    Section
      6. Ratification.
      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
      7. Conflicts.
      In the
      event of any conflict between this Supplemental Indenture and the Indenture,
      the
      provisions of this Supplemental Indenture shall prevail.

     

    Section
      8. Trustee’s
      Disclaimer.
      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 Supplemental
      Indenture.

    


    


    


    [Signatures
      on following page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    CCO
      HOLDINGS, LLC

    


    By: /s/
      Eloise
      Schmitz                                    
      

    
      	 	
              Name:

            	
              Eloise
                E. Schmitz

            


    

    
      
        	 	
                Title:

              	
                Senior
                  Vice President - Finance and
                  Treasurer

              


      

       

    

    


    


    CCO
      HOLDINGS CAPITAL CORP.

    


    


    
      By: /s/
        Eloise
        Schmitz                                    
        

    

    
      
        	 	
                Name:

              	
                Eloise
                  E. Schmitz

              


      

      
        
          	 	
                  Title:

                	
                  Senior
                    Vice President - Finance and
                    Treasurer 

                


        

         

      

      

 

    

    WELLS
      FARGO BANK, N.A., as Trustee

    


    


    By: /s/
      Timothy 
      Mowdy                       
         
                    
      

    Name: 
      Timothy P. Mowdy

    Title:   
      Vice President