Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

Exhibit 10.25AC

THIRTY-FIRST AMENDMENT

TO

AMENDED AND RESTATED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC

This Thirty-first Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Charter Communications Holding Company, LLC, a Delaware limited liability company (“Customer”).  CSG and Customer entered into that certain Amended and Restated CSG Master Subscriber Management System Agreement dated February 9, 2009, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment.  If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control.  Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement.  Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment.  Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

1.  Upon execution of this Amendment and pursuant to the terms and conditions of the Agreement, which include Exhibit C-6(a) and the Second Amendment to the Agreement (CSG document number 2300066), Customer desires to obtain the right to purchase Additional Capacity of *** ******** (******) Commercial Accounts of the ACP Commercial Upgrade Service.  

2.  As a result, the "Additional Capacity License (Note 3)" line items of the table entitled "ACP Commercial Upgrade Service (Note 1)" of Section 2 of the Second Amendment are deleted in their entirety and replaced as follows:

ACP COMMERCIAL UPGRADE SERVICE (Note 1)

3.   For clarification purposes, the ******* Additional Capacity License fees specified in Section 2 of the above table, shall be invoiced commencing as of Customer's May 2012 invoice for the Additional Capacity and ******** thereafter through the term of the Agreement.  As a result of the Additional Capacity hereunder, the total of ACP Commercial Accounts is increased from ******* ******** (******) to *********** ******** (******).

[Signature Page Follows]

THIS AMENDMENT is executed on the day and year last signed below (the “Effective Date”).