EXHIBIT 10.21 AMENDMENT NUMBER ONE TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NUMBER ONE, dated as of September 29, 1995, to the Registration Rights Agreement, dated as of January 18, 1995 (the "Registration Rights Agreement"), among CCA Holdings...

 
                                                                   EXHIBIT 10.21


                             AMENDMENT NUMBER ONE
                       TO REGISTRATION RIGHTS AGREEMENT

        AMENDMENT NUMBER ONE, dated as of September 29, 1995, to the 
Registration Rights Agreement, dated as of January 18, 1995 (the "Registration 
Rights Agreement"), among CCA Holdings Corp., a Delaware corporation, Xxxxx 
Investment Associates V, L.P., a Delaware limited partnership, Xxxxx Equity 
Partners V, L.P., a Delaware limited partnership, and Charter Communications, 
Inc., a Delaware corporation.

        NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

        1. The definition of "Requesting Stockholder" is hereby replaced in its 
entirety with the following:

        " 'Requesting Stockholder': shall mean any stockholder which may 
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exercise its rights to request that the Company effect a registration pursuant 
to Section 1.1."

        2. Except as specifically amended hereby, the Registration Rights 
Agreement remains in full force and effect.

        3. This Amendment Number One may be executed in any number of 
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same instrument.







        IN WITNESS WHEREOF, the undersigned have executed this Amendment Number 
One as of the date first above written.


                               CCA HOLDINGS CORP.                      
                                                                       
                                      /s/ Xxxxxxxx X. Xxxxxx, XX       
                               By: _________________________________   
                                   Name:  Xxxxxxxx X. Xxxxxx, XX       
                                   Title: Executive Vice President     
                                                                       
                                                                       
                               XXXXX INVESTMENT ASSOCIATES V, L.P.     
                                                                       
                                                                       
                               By: Xxxxx Partners V, L.P.              
                                   General Partner                     
                                                                       
                                         /s/ Xxxxxx X. Xxxxxxxx
                               By: ________________________________    
                                   General Partner                     
                                                                       
                                                                       
                               XXXXX EQUITY PARTNERS V, L.P.           
                                                                       
                                         /s/ Xxxxxx X. Xxxxxxxx
                               By: ________________________________    
                                   General Partner                     
                                                                       
                                                                       
                               CHARTER COMMUNICATIONS, INC.            
                                                                       
                                      /s/ Xxxxxxxx X. Xxxxxx, XX       
                               By: _________________________________   
                                   Name:  Xxxxxxxx X. Xxxxxx, XX       
                                   Title: Executive Vice President     
                                                                        


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