CHARTER COMMUNICATIONS INC /MO/
10.2 (B) EXCHANGE AND REGISTRATION RIGHTS AGMT
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<FILENAME>c21147335.txt
<DESCRIPTION>10.2 (B) EXCHANGE AND REGISTRATION RIGHTS AGMT
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                                                                  EXECUTION COPY




                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                    $350,000,000 9.625% Senior Notes due 2009


                   Exchange and Registration Rights Agreement
                   ------------------------------------------

                                                                    May 15, 2001

Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
JP Morgan, a Division of Chase Securities Inc.
Credit Lyonnais Securities (USA) Inc.
Fleet Securities, Inc.
BMO Nesbitt Burns Corp.
Dresdner Kleinwort Wasserstein Securities LLC

c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

        Charter Communications Holdings, LLC, a Delaware limited liability
company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), propose, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) their $350,000,000
aggregate principal amount of 9.625% Senior Notes due 2009 (the "Notes"). As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Issuers agree with the Purchasers for the benefit of holders (as defined herein)
from time to time of the Registrable Securities (as defined herein) as follows:




<PAGE>



        1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

        "Base Interest" shall mean the interest that would otherwise accrue on
the Notes under the terms thereof and the Indenture, without giving effect to
the provisions of this Exchange and Registration Rights Agreement.

        The term "broker-dealer" shall mean any broker or dealer registered with
the Commission under the Exchange Act.

        "Closing Date" shall mean the date on which the Notes are initially
issued.

        "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

        "Effective Time," in the case of (i) an Exchange Offer Registration,
shall mean the time and date as of which the Commission declares the Exchange
Offer Registration Statement effective or as of which the Exchange Offer
Registration Statement otherwise becomes effective and (ii) a Shelf
Registration, shall mean the time and date as of which the Commission declares
the Shelf Registration Statement effective or as of which the Shelf Registration
Statement otherwise becomes effective.

        "Electing Holder" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Issuers in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

        "Exchange Notes" shall have the meaning assigned thereto in Section 2(a)
hereof.

        "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
hereof.

        "Exchange Offer Registration" shall have the meaning assigned thereto in
Section 3(c) hereof.

        "Exchange Offer Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.

        The term "holder" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any successors
or assigns), in each case for so long as such person is a registered holder of
any Registrable Securities.



                                       2
<PAGE>



        "Indenture" shall mean the Indenture governing the Notes, dated as of
May 15, 2001 between the Issuers and BNY Midwest Trust Company, as Trustee, as
the same shall be amended from time to time.

        "Notes" shall mean, collectively, the 9.625% Senior Notes due 2009 of
the Issuers to be issued and sold to the Purchasers, and Notes issued in
exchange therefor or in lieu thereof, pursuant to the Indenture.

        "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

        The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.

        "Purchase Agreement" shall mean the Purchase Agreement, dated as of May
10, 2001, between the Purchasers and the Issuers relating to the Notes.

        "Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.

        "Registrable Securities" shall mean the Notes; provided, however, that a
Note shall cease to be a Registrable Security when (i) in the circumstances
contemplated by Section 2(a) hereof, such Note has been exchanged for an
Exchange Note in an Exchange Offer as contemplated in Section 2(a) hereof
(provided that any Exchange Note that, pursuant to the last two sentences of
Section 2(a), is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 hereof until resale of such Registrable Security has been
effected within the 180-day period referred to in Section 2(a)(y)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration
Statement registering such Note under the Securities Act has been declared or
becomes effective and such Note has been sold or otherwise transferred by the
holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) such Note is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Note relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by
the Issuers or pursuant to the Indenture; (iv) such Security is eligible to be
sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
be outstanding.

        "Registration Default" shall have the meaning assigned thereto in
Section 2(c) hereof.

        "Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.



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<PAGE>



        "Resale Period" shall have the meaning assigned thereto in Section 2(a)
hereof.

        "Restricted Holder" shall mean (i) a holder that is an affiliate of the
Issuers within the meaning of Rule 405, (ii) a holder who acquires Exchange
Notes outside the ordinary course of such holder's business, (iii) a holder who
has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Notes and (iv) a holder
that is a broker-dealer, but only with respect to Exchange Notes received by
such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Issuers.

        "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

        "Securities Act" shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.

        "Shelf Registration" shall have the meaning assigned thereto in Section
2(b) hereof.

        "Shelf Registration Statement" shall have the meaning assigned thereto
in Section 2(b) hereof.

        "Special Interest" shall have the meaning assigned thereto in Section
2(c) hereof.

        "subsidiaries" shall mean subsidiaries which would be "significant
subsidiaries" as defined in Rule 1-02(w) of Regulation S-X under the Exchange
Act.

        "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all as the same shall be amended from time to time.

        Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

        2. Registration Under the Securities Act.

        (a) Except as set forth in Section 2(b) below, the Issuers agree to file
under the Securities Act, as soon as practicable, but no later than 120 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration



                                       4
<PAGE>



statement, the "Exchange Offer Registration Statement", and such offer, the
"Exchange Offer") any and all of the Notes for a like aggregate principal amount
of notes issued by the Issuers, which notes are substantially identical in all
material respects to the Notes (and are entitled to the benefits of a trust
indenture which has terms identical in all material respects to the Indenture or
is the Indenture and which has been qualified under the Trust Indenture Act),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for the
additional interest contemplated in Section 2(c) below (such notes hereinafter
called "Exchange Notes"). The Issuers agree to use their reasonable best efforts
to cause the Exchange Offer Registration Statement to become or be declared
effective under the Securities Act as soon as practicable, but no later than 180
days after the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Issuers further
agree to use their reasonable best efforts to complete the Exchange Offer
promptly, but no later than 30 business days or longer, if required by the
federal securities laws, after such registration statement has become effective,
hold the Exchange Offer open for at least 30 days and exchange Exchange Notes
for all Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
Offer will be deemed to have been "completed" only if the Exchange Notes
received by holders, other than Restricted Holders, in the Exchange Offer in
exchange for Registrable Securities are, upon receipt, transferable by each such
holder without restriction under the Securities Act and the Exchange Act and
without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America. The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of (i)
the Issuers having exchanged the Exchange Notes for all outstanding Registrable
Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged,
pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities
that have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 business days
following the commencement of the Exchange Offer. The Issuers agree (x) to
include in the Exchange Offer Registration Statement a prospectus for use in any
resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep
such Exchange Offer Registration Statement effective for a period (the "Resale
Period") beginning when Exchange Notes are first issued in the Exchange Offer
and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities. With respect to such Exchange Offer Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

        (b) If (i) on or prior to the time the Exchange Offer is completed
existing law or Commission policy or interpretations are changed such that the
Exchange Notes received by holders, other than Restricted Holders, in the
Exchange Offer in exchange for



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<PAGE>



Registrable Securities are not or would not be, upon receipt, transferable by
each such holder without restriction under the Securities Act, (ii) the Exchange
Offer has not been completed within 210 days following the Closing Date or (iii)
the Exchange Offer is not available to any holder of the Notes, the Issuers
shall, in lieu of (or, in the case of clause (iii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), file under the Securities Act
on or prior to 30 business days after the time such obligation to file arises, a
"shelf" registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"). The Issuers agree to use their
reasonable best efforts (x) to cause the Shelf Registration Statement to become
or be declared effective by the Commission no later than 90 days after such
obligation to file arises and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of (i) the second
anniversary of the Effective Time or (ii) such time as there are no longer any
Registrable Securities outstanding; provided, however, that no holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder, and (y) after
the Effective Time of the Shelf Registration Statement, promptly upon the
request of any holder of Registrable Securities that is not then an Electing
Holder, to take any action reasonably necessary to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such holder as a
selling securityholder in the Shelf Registration Statement, provided, however,
that nothing in this clause (y) shall relieve any such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Issuers in
accordance with Section 3(d)(iii) hereof. The Issuers further agree to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Issuers for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Issuers agree to furnish to each Electing Holder copies of
any such supplement or amendment prior to its being used or promptly following
its filing with the Commission.

        (c) In the event that (i) the Issuers have not filed the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement
or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration
statement is required to become or be declared effective pursuant to Section
2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 business days after the initial effective date of the Exchange Offer
Registration Statement relating to the Exchange Offer (if the Exchange Offer is
then required to be made) or (iv) any Exchange Offer Registration Statement or
Shelf



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<PAGE>



Registration Statement required by Section 2(a) or 2(b) hereof is filed and
becomes or is declared effective but shall thereafter either be withdrawn by the
Issuers or shall become subject to an effective stop order issued pursuant to
Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as specifically permitted herein) without being
succeeded immediately by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a
"Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "Registration Default Period"), then, as
liquidated damages for such Registration Default, subject to the provisions of
Section 9(b), special interest ("Special Interest"), in addition to the Base
Interest, shall accrue on the aggregate principal amount of the outstanding
Notes at a per annum rate of 0.25% for the first 90 days of the Registration
Default Period, at a per annum rate of 0.50% for the second 90 days of the
Registration Default Period, at a per annum rate of 0.75% for the third 90 days
of the Registration Default Period and at a per annum rate of 1.0% thereafter
for the remaining portion of the Registration Default Period. All accrued
Special Interest shall be paid in cash by the Issuers on each Interest Payment
Date (as defined in the Indenture). Notwithstanding the foregoing and anything
in this Agreement to the contrary, in the case of an event referred to in clause
(ii) above, a "Registration Default" shall be deemed not to have occurred so
long as the Issuers, in their sole reasonable judgment, are using and continuing
to use their reasonable best efforts to cause such Exchange Offer Registration
Statement or Shelf Registration Statement, as the case may be, to become or be
declared effective.

        (d) The Issuers shall use their reasonable best efforts to take all
actions necessary or advisable to be taken by them to ensure that the
transactions contemplated herein are effected as so contemplated in Section 2(a)
or 2(b) hereof.

        (e) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

        3. Registration Procedures.

        If the Issuers file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

        (a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Issuers shall cause the Indenture to be
qualified under the Trust Indenture Act of 1939.



                                       7
<PAGE>



        (b) In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Issuers shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.

        (c) In connection with the Issuers' obligations with respect to the
registration of Exchange Notes as contemplated by Section 2(a) (the "Exchange
Offer Registration"), if applicable, the Issuers shall, as soon as practicable
(or as otherwise specified):

            (i) prepare and file with the Commission, as soon as practicable but
        no later than 120 days after the Closing Date, an Exchange Offer
        Registration Statement on any form which may be utilized by the Issuers
        and which shall permit the Exchange Offer and resales of Exchange Notes
        by broker-dealers during the Resale Period to be effected as
        contemplated by Section 2(a), and use their reasonable best efforts to
        cause such Exchange Offer Registration Statement to become or be
        declared effective as soon as practicable thereafter, but no later than
        180 days after the Closing Date;

            (ii) as soon as practicable prepare and file with the Commission
        such amendments and supplements to such Exchange Offer Registration
        Statement and the prospectus included therein as may be necessary to
        effect and maintain the effectiveness of such Exchange Offer
        Registration Statement for the periods and purposes contemplated in
        Section 2(a) hereof and as may be required by the applicable rules and
        regulations of the Commission and the instructions applicable to the
        form of such Exchange Offer Registration Statement, and promptly provide
        each broker-dealer holding Exchange Notes with such number of copies of
        the prospectus included therein (as then amended or supplemented), in
        conformity in all material respects with the requirements of the
        Securities Act and the Trust Indenture Act and the rules and regulations
        of the Commission thereunder, as such broker-dealer reasonably may
        request prior to the expiration of the Resale Period, for use in
        connection with resales of Exchange Notes;

            (iii) promptly notify each broker-dealer that has requested or
        received copies of the prospectus included in such registration
        statement, and confirm such advice in writing, (A) when such Exchange
        Offer Registration Statement or the prospectus included therein or any
        prospectus amendment or supplement or post-effective amendment has been
        filed, and, with respect to such Exchange Offer Registration Statement
        or any post-effective amendment, when the same has become effective, (B)
        of any comments by the Commission and by the blue sky or securities
        commissioner or regulator of any state with respect thereto, or any
        request by the Commission for amendments or supplements to such Exchange
        Offer Registration Statement or prospectus or for additional
        information, (C) of the issuance by the Commission of any stop order
        suspending the effectiveness of such Exchange Offer Registration
        Statement or the initiation or, to the knowledge



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<PAGE>



        of the Issuers, threatening of any proceedings for that purpose, (D) if
        at any time the representations and warranties of the Issuers
        contemplated by Section 5 hereof cease to be true and correct in all
        material respects, (E) of the receipt by the Issuers of any notification
        with respect to the suspension of the qualification of the Exchange
        Notes for sale in any jurisdiction or the initiation or, to the
        knowledge of the Issuers, threatening of any proceeding for such
        purpose, or (F) at any time during the Resale Period when a prospectus
        is required to be delivered under the Securities Act, that such Exchange
        Offer Registration Statement, prospectus, prospectus amendment or
        supplement or post-effective amendment does not conform in all material
        respects to the applicable requirements of the Securities Act and the
        Trust Indenture Act and the rules and regulations of the Commission
        thereunder, or contains an untrue statement of a material fact or omits
        to state any material fact required to be stated therein or necessary to
        make the statements therein not misleading in light of the circumstances
        then existing;

            (iv) in the event that the Issuers would be required, pursuant to
        Section 3(e)(iii)(F) above, to notify any broker-dealers holding
        Exchange Notes, the Issuers shall prepare and furnish to each such
        holder a reasonable number of copies of a prospectus supplemented or
        amended so that, as thereafter delivered to purchasers of such Exchange
        Notes during the Resale Period, such prospectus conforms in all material
        respects to the applicable requirements of the Securities Act and the
        Trust Indenture Act and the rules and regulations of the Commission
        thereunder and shall not contain an untrue statement of a material fact
        or omit to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances then existing;

            (v) use their reasonable best efforts to obtain the withdrawal of
        any order suspending the effectiveness of such Exchange Offer
        Registration Statement or any post-effective amendment thereto as soon
        as practicable;

            (vi) use their reasonable best efforts to (A) register or qualify
        the Exchange Notes under the securities laws or blue sky laws of such
        jurisdictions as are contemplated by Section 2(a) no later than the
        commencement of the Exchange Offer, (B) keep such registrations or
        qualifications in effect and comply with such laws so as to permit the
        continuance of offers, sales and dealings therein in such jurisdictions
        until the expiration of the Resale Period and (C) take any and all other
        actions as may be reasonably necessary or advisable to enable each
        broker-dealer holding Exchange Notes to consummate the disposition
        thereof in such jurisdictions; provided, however, that neither of the
        Issuers shall be required for any such purpose to (1) qualify as a
        foreign corporation or limited liability company, as the case may be, in
        any jurisdiction wherein it would not otherwise be required to qualify
        but for the requirements of this Section 3(c)(vi), (2) consent to
        general service of process in any such jurisdiction or (3) make any



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<PAGE>



        changes to its certificate of incorporation or by-laws (or other
        organizational document) or any agreement between it and holders of its
        ownership interests;

            (vii) use their reasonable best efforts to obtain the consent or
        approval of each governmental agency or authority, whether federal,
        state or local, which may be required to effect the Exchange Offer
        Registration, the Exchange Offer and the offering and sale of Exchange
        Notes by broker-dealers during the Resale Period;

            (viii) provide a CUSIP number for all Exchange Notes, not later than
        the applicable Effective Time;

            (ix) comply with all applicable rules and regulations of the
        Commission, and make generally available to its securityholders as soon
        as practicable but no later than eighteen months after the effective
        date of such Exchange Offer Registration Statement, an earning statement
        of the Company and its subsidiaries complying with Section 11(a) of the
        Securities Act (including, at the option of the Company, Rule 158
        thereunder).

        (d) In connection with the Issuers' obligations with respect to the
Shelf Registration, if applicable, the Issuers shall, as soon as practicable (or
as otherwise specified):

            (i) prepare and file with the Commission within the time periods
        specified in Section 2(b), a Shelf Registration Statement on any form
        which may be utilized by the Issuers and which shall register all of the
        Registrable Securities for resale by the holders thereof in accordance
        with such method or methods of disposition as may be specified by such
        of the holders as, from time to time, may be Electing Holders and use
        their reasonable best efforts to cause such Shelf Registration Statement
        to become or be declared effective within the time periods specified in
        Section 2(b);

            (ii) not less than 30 calendar days prior to the Effective Time of
        the Shelf Registration Statement, mail the Notice and Questionnaire to
        the holders of Registrable Securities; no holder shall be entitled to be
        named as a selling securityholder in the Shelf Registration Statement as
        of the Effective Time, and no holder shall be entitled to use the
        prospectus forming a part thereof for resales of Registrable Securities
        at any time, unless such holder has returned a completed and signed
        Notice and Questionnaire to the Issuers by the deadline for response set
        forth therein; provided, however, holders of Registrable Securities
        shall have at least 28 calendar days from the date on which the Notice
        and Questionnaire is first mailed to such holders to return a completed
        and signed Notice and Questionnaire to the Issuers;



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<PAGE>



            (iii) after the Effective Time of the Shelf Registration Statement,
        upon the request of any holder of Registrable Securities that is not
        then an Electing Holder, promptly send a Notice and Questionnaire to
        such holder; provided that the Issuers shall not be required to take any
        action to name such holder as a selling securityholder in the Shelf
        Registration Statement or to enable such holder to use the prospectus
        forming a part thereof for resales of Registrable Securities until such
        holder has returned a completed and signed Notice and Questionnaire to
        the Issuers;

            (iv) as soon as practicable prepare and file with the Commission
        such amendments and supplements to such Shelf Registration Statement and
        the prospectus included therein as may be necessary to effect and
        maintain the effectiveness of such Shelf Registration Statement for the
        period specified in Section 2(b) thereof and as may be required by the
        applicable rules and regulations of the Commission and the instructions
        applicable to the form of such Shelf Registration Statement, and furnish
        to the Electing Holders copies of any such supplement or amendment
        simultaneously with or prior to its being used or filed with the
        Commission;

            (v) comply with the provisions of the Securities Act with respect to
        the disposition of all of the Registrable Securities covered by such
        Shelf Registration Statement in accordance with the intended methods of
        disposition by the Electing Holders provided for in such Shelf
        Registration Statement;

            (vi) provide (A) the Electing Holders, (B) the underwriters (which
        term, for purposes of this Exchange and Registration Rights Agreement,
        shall include a person deemed to be an underwriter within the meaning of
        Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales
        or placement agent therefor, (D) counsel for any such underwriter or
        agent and (E) not more than one counsel for all the Electing Holders the
        opportunity to participate in the preparation of such Shelf Registration
        Statement, each prospectus included therein or filed with the Commission
        and each amendment or supplement thereto;

            (vii) for a reasonable period prior to the filing of such Shelf
        Registration Statement, and throughout the period specified in Section
        2(b), make available at reasonable times at the Issuers' principal place
        of business or such other reasonable place for inspection by the persons
        referred to in Section 3(d)(vi) who shall certify to the Issuers that
        they have a current intention to sell the Registrable Securities
        pursuant to the Shelf Registration such financial and other relevant
        information and books and records of the Issuers, and cause the
        officers, employees, counsel and independent certified public
        accountants of the Issuers to respond to such inquiries, as shall be
        reasonably necessary, in the judgment of the respective counsel referred
        to in such Section, to conduct a reasonable



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<PAGE>



        investigation within the meaning of Section 11 of the Securities Act;
        provided, however, that each such party shall be required to maintain in
        confidence and not to disclose to any other person any information or
        records reasonably designated by the Issuers as being confidential,
        until such time as (A) such information becomes a matter of public
        record (whether by virtue of its inclusion in such registration
        statement or otherwise, except as a result of a breach of this or any
        other obligation of confidentiality to the Issuers), or (B) such person
        shall be required so to disclose such information pursuant to a subpoena
        or order of any court or other governmental agency or body having
        jurisdiction over the matter (subject to the requirements of such order,
        and only after such person shall have given the Issuers prompt prior
        written notice of such requirement), or (C) such information is required
        to be set forth in such Shelf Registration Statement or the prospectus
        included therein or in an amendment to such Shelf Registration Statement
        or an amendment or supplement to such prospectus in order that such
        Shelf Registration Statement, prospectus, amendment or supplement, as
        the case may be, complies with applicable requirements of the federal
        securities laws and the rules and regulations of the Commission and does
        not contain an untrue statement of a material fact or omit to state
        therein a material fact required to be stated therein or necessary to
        make the statements therein not misleading in light of the circumstances
        then existing;

            (viii) promptly notify each of the Electing Holders, any sales or
        placement agent therefor and any underwriter thereof (which notification
        may be made through any managing underwriter that is a representative of
        such underwriter for such purpose) and confirm such advice in writing,
        (A) when such Shelf Registration Statement or the prospectus included
        therein or any prospectus amendment or supplement or post-effective
        amendment has been filed, and, with respect to such Shelf Registration
        Statement or any post-effective amendment, when the same has become
        effective, (B) of any comments by the Commission and by the blue sky or
        securities commissioner or regulator of any state with respect thereto,
        or any request by the Commission for amendments or supplements to such
        Shelf Registration Statement or prospectus or for additional
        information, (C) of the issuance by the Commission of any stop order
        suspending the effectiveness of such Shelf Registration Statement or the
        initiation or, to the knowledge of the Issuers, threatening of any
        proceedings for that purpose, (D) if at any time the representations and
        warranties of the Issuers contemplated by Section 3(d)(xvii) or Section
        5 hereof cease to be true and correct in all material respects, (E) of
        the receipt by the Issuers of any notification with respect to the
        suspension of the qualification of the Registrable Securities for sale
        in any jurisdiction or the initiation or, to the knowledge of the
        Issuers, threatening of any proceeding for such purpose, or (F) if at
        any time when a prospectus is required to be delivered under the
        Securities Act, that such Shelf Registration Statement, prospectus,
        prospectus amendment or supplement or post-effective amendment



                                       12
<PAGE>



        does not conform in all material respects to the applicable requirements
        of the Securities Act and the Trust Indenture Act and the rules and
        regulations of the Commission thereunder, or contains an untrue
        statement of a material fact or omits to state any material fact
        required to be stated therein or necessary to make the statements
        therein not misleading in light of the circumstances then existing;

            (ix) use their reasonable best efforts to obtain the withdrawal of
        any order suspending the effectiveness of such registration statement or
        any post-effective amendment thereto as soon as practicable;

            (x) if requested by any managing underwriter or underwriters, any
        placement or sales agent or any Electing Holder, promptly incorporate in
        a prospectus supplement or post-effective amendment such information as
        is required by the applicable rules and regulations of the Commission,
        and as such managing underwriter or underwriters, such agent or such
        Electing Holder specifies should be included therein relating to the
        terms of the sale of such Registrable Securities, including information
        (i) with respect to the principal amount of Registrable Securities being
        sold by such Electing Holder or agent or to any underwriters, the name
        and description of such Electing Holder, agent or underwriter, the
        offering price of such Registrable Securities, and any discount,
        commission or other compensation payable in respect thereof and the
        purchase price being paid therefor by such underwriters and (ii) with
        respect to any other material terms of the offering of the Registrable
        Securities to be sold by such Electing Holder or agent or to such
        underwriters; and make all required filings of such prospectus
        supplement or post-effective amendment upon notification of the matters
        to be incorporated in such prospectus supplement or post-effective
        amendment;

            (xi) furnish to each Electing Holder, each placement or sales agent,
        if any, therefor, each underwriter, if any, thereof and the respective
        counsel referred to in Section 3(d)(vi) hereof an executed copy (or, in
        the case of an Electing Holder, a conformed copy) of such Shelf
        Registration Statement, each such amendment and supplement thereto (in
        each case including all exhibits thereto (in the case of an Electing
        Holder of Registrable Securities, upon request) and documents
        incorporated by reference therein) and such number of copies of such
        Shelf Registration Statement (excluding exhibits thereto and documents
        incorporated by reference therein unless specifically so requested by
        such Electing Holder, agent or underwriter, as the case may be) and of
        the prospectus included in such Shelf Registration Statement (including
        each preliminary prospectus and any summary prospectus), in conformity
        in all material respects with the applicable requirements of the
        Securities Act and the Trust Indenture Act, and the rules and
        regulations of the Commission thereunder, and such other documents, as
        such Electing Holder, agent, if any, and underwriter, if any, may



                                       13
<PAGE>



        reasonably request in order to facilitate the offering and disposition
        of the Registrable Securities owned by such Electing Holder, offered or
        sold by such agent or underwritten by such underwriter and to permit
        such Electing Holder, agent and underwriter to satisfy the prospectus
        delivery requirements of the Securities Act; and the Issuers hereby
        consent to the use of such prospectus (including such preliminary and
        summary prospectus) and any amendment or supplement thereto by each such
        Electing Holder and by any such agent and underwriter, in each case in
        the form most recently provided to such person by the Issuers, in
        connection with the offering and sale of the Registrable Securities
        covered by the prospectus (including such preliminary and summary
        prospectus) or any supplement or amendment thereto;

            (xii) use their reasonable best efforts to (A) register or qualify
        the Registrable Securities to be included in such Shelf Registration
        Statement under such securities laws or blue sky laws of such
        jurisdictions as any Electing Holder and each placement or sales agent,
        if any, therefor and underwriter, if any, thereof shall reasonably
        request, (B) keep such registrations or qualifications in effect and
        comply with such laws so as to permit the continuance of offers, sales
        and dealings therein in such jurisdictions during the period the Shelf
        Registration is required to remain effective under Section 2(b) above
        and for so long as may be necessary to enable any such Electing Holder,
        agent or underwriter to complete its distribution of Notes pursuant to
        such Shelf Registration Statement and (C) take any and all other actions
        as may be reasonably necessary or advisable to enable each such Electing
        Holder, agent, if any, and underwriter, if any, to consummate the
        disposition in such jurisdictions of such Registrable Securities;
        provided, however, that none of the Issuers shall be required for any
        such purpose to (1) qualify as a foreign corporation or limited
        liability company, as the case may be, in any jurisdiction wherein it
        would not otherwise be required to qualify but for the requirements of
        this Section 3(d)(xii), (2) consent to general service of process in any
        such jurisdiction or (3) make any changes to its certificate of
        incorporation or by-laws (or other organizational document) or any
        agreement between it and holders of its ownership interests;

            (xiii) use their reasonable best efforts to obtain the consent or
        approval of each governmental agency or authority, whether federal,
        state or local, which may be required to effect the Shelf Registration
        or the offering or sale in connection therewith or to enable the selling
        holder or holders to offer, or to consummate the disposition of, their
        Registrable Securities;

            (xiv) unless any Registrable Securities shall be in book-entry only
        form, cooperate with the Electing Holders and the managing underwriters,
        if any, to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be sold, which
        certificates, if so required by any



                                       14
<PAGE>



        securities exchange upon which any Registrable Securities are listed,
        shall be penned, lithographed or engraved, or produced by any
        combination of such methods, on steel engraved borders, and which
        certificates shall not bear any restrictive legends; and, in the case of
        an underwritten offering, enable such Registrable Securities to be in
        such denominations and registered in such names as the managing
        underwriters may request at least two business days prior to any sale of
        the Registrable Securities;

            (xv) provide a CUSIP number for all Registrable Securities, not
        later than the applicable Effective Time;

            (xvi) enter into one or more underwriting agreements, engagement
        letters, agency agreements, "best efforts" underwriting agreements or
        similar agreements, as appropriate, including customary provisions
        relating to indemnification and contribution, and take such other
        actions in connection therewith as any Electing Holders of at least 20%
        in aggregate principal amount of the Registrable Securities at the time
        outstanding shall request in order to expedite or facilitate the
        disposition of such Registrable Securities;

            (xvii) whether or not an agreement of the type referred to in
        Section 3(d)(xvi) hereof is entered into, and whether or not any portion
        of the offering contemplated by the Shelf Registration is an
        underwritten offering or is made through a placement or sales agent or
        any other entity, (A) make such representations and warranties to the
        Electing Holders and the placement or sales agent, if any, therefor and
        the underwriters, if any, thereof in form, substance and scope as are
        customarily made in connection with an offering of debt securities
        pursuant to any appropriate agreement or to a registration statement
        filed on the form applicable to the Shelf Registration; (B) obtain an
        opinion of counsel to the Issuers in customary form, subject to
        customary limitations, assumptions and exclusions, and covering such
        matters, of the type customarily covered by such an opinion, as the
        managing underwriters, if any, or as any Electing Holders of at least
        20% in aggregate principal amount of the Registrable Securities at the
        time outstanding may reasonably request, addressed to such Electing
        Holder or Electing Holders and the placement or sales agent, if any,
        therefor and the underwriters, if any, thereof and dated the date of the
        Effective Time of such Shelf Registration Statement (and if such Shelf
        Registration Statement contemplates an underwritten offering of a part
        or all of the Registrable Securities, dated the date of the closing
        under the underwriting agreement relating thereto) (it being agreed that
        the matters to be covered by such opinion shall include the matters set
        forth in paragraphs (b) and (d) of Section 7 of the Purchase Agreement
        to the extent applicable to an offering of this type); (C) obtain a
        "cold comfort" letter or letters from the independent certified public
        accountants of the Issuers addressed to the selling Electing Holders,
        the placement or sales agent, if



                                       15
<PAGE>



        any, therefor or the underwriters, if any, thereof, dated (i) the
        effective date of such Shelf Registration Statement and (ii) the
        effective date of any prospectus supplement to the prospectus included
        in such Shelf Registration Statement or post-effective amendment to such
        Shelf Registration Statement which includes unaudited or audited
        financial statements as of a date or for a period subsequent to that of
        the latest such statements included in such prospectus (and, if such
        Shelf Registration Statement contemplates an underwritten offering
        pursuant to any prospectus supplement to the prospectus included in such
        Shelf Registration Statement or post-effective amendment to such Shelf
        Registration Statement which includes unaudited or audited financial
        statements as of a date or for a period subsequent to that of the latest
        such statements included in such prospectus, dated the date of the
        closing under the underwriting agreement relating thereto), such letter
        or letters to be in customary form and covering such matters of the type
        customarily covered by letters of such type; (D) deliver such documents
        and certificates, including officers' certificates, as may be reasonably
        requested by any Electing Holders of at least 20% in aggregate principal
        amount of the Registrable Securities at the time outstanding or the
        placement or sales agent, if any, therefor and the managing
        underwriters, if any, thereof to evidence the accuracy of the
        representations and warranties made pursuant to clause (A) above or
        those contained in Section 5(a) hereof and the compliance with or
        satisfaction of any agreements or conditions contained in the
        underwriting agreement or other similar agreement entered into by the
        Issuers pursuant to Section 3(d)(xvi); and (E) undertake such
        obligations relating to expense reimbursement, indemnification and
        contribution as are provided in Section 6 hereof;

            (xviii) notify in writing each holder of Registrable Securities of
        any proposal by the Issuers to amend or waive any provision of this
        Exchange and Registration Rights Agreement pursuant to Section 9(h)
        hereof and of any amendment or waiver effected pursuant thereto, each of
        which notices shall contain the substance of the amendment or waiver
        proposed or effected, as the case may be;

            (xix) in the event that any broker-dealer registered under the
        Exchange Act shall underwrite any Registrable Securities or participate
        as a member of an underwriting syndicate or selling group or "assist in
        the distribution" (within the meaning of the Conduct Rules (the "Conduct
        Rules") of the National Association of Securities Dealers, Inc. ("NASD")
        or any successor thereto, as amended from time to time) thereof, whether
        as a holder of such Registrable Securities or as an underwriter, a
        placement or sales agent or a broker or dealer in respect thereof, or
        otherwise, assist such broker-dealer in complying with the requirements
        of such Conduct Rules, including by (A) if such Conduct Rules shall so
        require, engaging a "qualified independent underwriter" (as defined in
        such Conduct Rules) to



                                       16
<PAGE>



        participate in the preparation of the Shelf Registration Statement
        relating to such Registrable Securities, to exercise usual standards of
        due diligence in respect thereto and, if any portion of the offering
        contemplated by such Shelf Registration Statement is an underwritten
        offering or is made through a placement or sales agent, to recommend the
        yield of such Registrable Securities, (B) indemnifying any such
        qualified independent underwriter to the extent of the indemnification
        of underwriters provided in Section 6 hereof (or to such other customary
        extent as may be requested by such underwriter), and (C) providing such
        information to such broker-dealer as may be required in order for such
        broker-dealer to comply with the requirements of the Conduct Rules; and

            (xx) comply with all applicable rules and regulations of the
        Commission, and make generally available to its securityholders as soon
        as practicable but in any event not later than eighteen months after the
        effective date of such Shelf Registration Statement, an earning
        statement of the Company and its subsidiaries complying with Section
        11(a) of the Securities Act (including, at the option of the Company,
        Rule 158 thereunder).

        (e) In the event that the Issuers would be required, pursuant to Section
3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
agent, if any, therefor and the managing underwriters, if any, thereof, the
Issuers shall prepare and furnish to each of the Electing Holders, to each
placement or sales agent, if any, and to each such underwriter, if any, a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of Registrable Securities, such prospectus
conforms in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act, and the rules and regulations of the
Commission thereunder, and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing. Each Electing Holder agrees that upon receipt of any notice from the
Issuers pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall
forthwith discontinue the disposition of Registrable Securities pursuant to the
Shelf Registration Statement applicable to such Registrable Securities until
such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Issuers, such Electing Holder shall
deliver to the Issuers (at the Issuers' expense) all copies, other than
permanent file copies, then in such Electing Holder's possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.

        (f) In the event of a Shelf Registration, in addition to the information
required to be provided by each Electing Holder in its Notice and Questionnaire,
the Issuers may require such Electing Holder to furnish to the Issuers such
additional information regarding such Electing Holder and such Electing Holder's
intended method of distribution of Registrable Securities as may be required in
order to comply with the



                                       17
<PAGE>



Securities Act. Each such Electing Holder agrees to notify the Issuers as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Issuers or of the occurrence of any
event in either case as a result of which any prospectus relating to such Shelf
Registration contains or would contain an untrue statement of a material fact
regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Electing Holder or such Electing Holder's intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Issuers any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.

        4. Registration Expenses.

        The Issuers agree, subject to the last sentence of this Section, to bear
and to pay or cause to be paid promptly all expenses incident to the Issuers'
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Notes for offering and sale under the securities laws and
blue sky laws referred to in Section 3(d)(xii) hereof and determination of their
eligibility for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any fees and
disbursements of counsel for the Electing Holders or underwriters in connection
with such qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Notes for delivery
and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Notes to be disposed of (including certificates representing
the Notes), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Notes and the preparation of documents referred in
clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any
agent of the Trustee and any reasonable fees and expenses for counsel for the
Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Issuers' officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses



                                       18
<PAGE>



of counsel and independent certified public accountants of the Issuers
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Issuers), (j) any fees charged by
securities rating services for rating the Notes, and (k) reasonable fees,
expenses and disbursements of any other persons, including special experts,
retained by the Issuers in connection with such registration (collectively, the
"Registration Expenses"). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities or any
placement or sales agent therefor or underwriter thereof, the Issuers shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

        5. Representations, Warranties and Covenants.

        Except with respect to clauses (a) and (b) below, the Issuers represent
and warrant to, and agree with, each Purchaser and each of the holders from time
to time of Registrable Securities the information set forth in this Section 5.

        With respect to clauses (a) and (b) below, the Issuers covenant that:

        (a) Each registration statement covering Registrable Securities and each
prospectus (including any preliminary or summary prospectus) contained therein
or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further
amendments or supplements to any such registration statement or prospectus, when
it becomes effective or is filed with the Commission, as the case may be, and,
in the case of an underwritten offering of Registrable Securities, at the time
of the closing under the underwriting agreement relating thereto, will conform
in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and at all times subsequent to the Effective Time when a
prospectus would be required to be delivered under the Securities Act, other
than from (i) such time as a notice has been given to holders of Registrable
Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof
until (ii) such time as the Issuers



                                       19
<PAGE>



furnishes an amended or supplemented prospectus pursuant to Section 3(e) or
Section 3(c)(iv) hereof, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to
Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will
conform in all material respects to the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; provided, however, that this covenant shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Issuers by a holder of Registrable Securities
expressly for use therein.

        (b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or were
filed with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this covenant shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Issuers by a holder of Registrable Securities
expressly for use therein.

        (c) The compliance by the Issuers with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a material
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, lease, license, franchise
agreement, permit or other material agreement or instrument to which either of
the Issuers or any of their subsidiaries is a party or by which either of the
Issuers or any of their subsidiaries is bound or to which any of the property or
assets of the Issuers or any of their subsidiaries is subject, nor will such
action result in any violation of the provisions of the certificate of formation
or limited liability company agreement of the Company or the certificate of
incorporation or bylaws of Charter Capital or any statute or any order, rule or
regulation of any court or governmental agency or body, including without
limitation, the Communications Act of 1934, as amended, the Cable Communications
Policy Act of 1984, as amended, the Cable Television Consumer Protection and
Competition Act of 1992, as amended, and the Telecommunications Act of 1996
(collectively, the "Cable Acts") or any order, rule or regulation of the Federal
Communications Commission (the "FCC"), having jurisdiction over the Issuers or
any of their subsidiaries or any of their properties, except for any such
violation which would not materially impair the Issuers' ability to comply
herewith; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required, including, without limitation,



                                       20
<PAGE>

under the Cable Acts or any order, rule or regulation of the FCC, for the
consummation by the Issuers of the transactions contemplated by this Exchange
and Registration Rights Agreement, except the registration under the Securities
Act of the Notes, qualification of the Indenture under the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under State Notes or blue sky laws in connection with the
offering and distribution of the Notes.

        (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Issuers.

        6. Indemnification.

        (a) Indemnification by the Issuers. The Issuers , jointly and severally,
(i) will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Offer Registration Statement, each of the
Electing Holders of Registrable Securities included in a Shelf Registration
Statement and each person who participates as a placement or sales agent or as
an underwriter in any offering or sale of such Registrable Securities against
any losses, claims, damages or liabilities, joint or several, to which such
holder, agent or underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Exchange Offer Registration
Statement or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by the
Issuers to any such holder, Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and (ii)
will reimburse such holder, such Electing Holder, such agent and such
underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither of the Issuers shall be
liable to any such persons in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Issuers by such persons expressly for use therein.

        (b) Indemnification by the Holders and any Agents and Underwriters. The
Issuers may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement or similar agreement with respect thereto, that
the Issuers shall have received an undertaking reasonably satisfactory to them
from the Electing Holder of



                                       21
<PAGE>



such Registrable Securities included in a Shelf Registration Statement and from
each underwriter or agent named in any such underwriting agreement or similar
agreement, severally and not jointly, to (i) indemnify and hold harmless the
Issuers and all other holders of Registrable Securities, against any losses,
claims, damages or liabilities to which the Issuers or such other holders of
Registrable Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in such registration statement, or
any preliminary, final or summary prospectus contained therein or furnished by
the Issuers to any such Electing Holder, agent or underwriter, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuers by such Electing
Holder or underwriter expressly for use therein, and (ii) reimburse the Issuers
for any legal or other expenses reasonably incurred by the Issuers in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 6(b) for any amounts in
excess of the dollar amount of the proceeds to be received by such Electing
Holder from the sale of such Electing Holder's Registrable Securities pursuant
to such registration.

        (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any



                                       22
<PAGE>



judgment with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

        (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from



                                       23
<PAGE>



any person who was not guilty of such fraudulent misrepresentation. The holders'
and any underwriters' obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.

        (e) The obligations of the Issuers under this Section 6 shall be in
addition to any liability which the Issuers may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer (including any officer who signed any
registration statement), director, employee, representative or agent of the
Issuers and to each person, if any, who controls the Issuers within the meaning
of the Securities Act.

        7. Underwritten Offerings.

        (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Issuers.

        (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

        8. Rule 144.

        Each of the Issuers covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, it
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required



                                       24
<PAGE>



from time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Issuers shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

        9. Miscellaneous.

        (a) No Inconsistent Agreements. The Issuers represent, warrant, covenant
and agree that they have not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other Notes which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.

        (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Issuers fail to perform any of their
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Issuers under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

        (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) when delivered by hand, if delivered personally or by courier,
(ii) when sent by facsimile (with written confirmation of receipt), provided
that a copy is mailed by registered or certified mail, return receipt requested
or (iii) three days after being deposited in the mail (registered or certified
mail, postage prepaid, return receipt requested) as follows: If to the Issuers,
c/o Charter Communications Holdings, LLC, 12444 Powerscourt Drive, Suite 100,
St. Louis, Missouri, 63131, Attention: Secretary, and if to a holder, to the
address of such holder set forth in the security register or other records of
the Issuers, or to such other address as the Issuers or any such holder may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

        (d) Parties in Interest. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders from
time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Registrable Securities shall



                                       25
<PAGE>



acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to receive
the benefits of, and be conclusively deemed to have agreed to be bound by all of
the applicable terms and provisions of this Exchange and Registration Rights
Agreement. If the Issuers shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Registrable Securities
subject to all of the applicable terms hereof.

        (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.

        (f) Governing Law. This Exchange and Registration Rights Agreement shall
be governed by and construed in accordance with the laws of the State of New
York.

        (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

        (h) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Notes) or delivered pursuant hereto which form a part hereof contain
the entire understanding of the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement may be amended and the observance of
any term of this Exchange and Registration Rights Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Issuers and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected



                                       26
<PAGE>



pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is
delivered to such holder.

        (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying, upon reasonable
prior notice, on any business day during normal business hours by any holder of
Registrable Securities for proper purposes only (which shall include any purpose
related to the rights of the holders of Registrable Securities under the Notes,
the Indenture and this Agreement) at the offices of the Issuers at the address
thereof set forth in Section 9(c) above and at the office of the Trustee under
the Indenture.

        (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.









                                       27
<PAGE>



        If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Issuers.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Issuers for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                             Very truly yours,

                             CHARTER COMMUNICATIONS HOLDINGS, LLC,
                                 as an Issuer

                             By: /s/ RALPH G. KELLY
                                 ---------------------------------
                                 Name:  Ralph G. Kelly
                                 Title: Senior Vice President and
                                        Treasurer

                             CHARTER COMMUNICATIONS HOLDINGS
                             CAPITAL CORPORATION, as an Issuer


                             By: /s/ RALPH G. KELLY
                                 ---------------------------------
                                 Name:  Ralph G. Kelly
                                 Title: Senior Vice President and
                                        Treasurer




                                       28
<PAGE>



Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
BEAR, STEARNS & CO. INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
JP MORGAN, A DIVISION OF CHASE SECURITIES INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
FLEET SECURITIES, INC.
BMO NESBITT BURNS CORP.
DRESDNER KLEINWORT WASSERSTEIN SECURITIES LLC

By:   GOLDMAN, SACHS & CO.

By:   /s/ GOLDMAN, SACHS & CO.
      ------------------------
      Name:
      Title:


By:  MORGAN STANLEY & CO. INCORPORATED

By: /s/ IRENE MAVROYANNIS
    --------------------------------
    Name: Irene Mavroyannis
    Title: Vice President















                                       29
<PAGE>

                                                                       EXHIBIT A




                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS
                         -------------------------------

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

        The Depository Trust Issuers ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Charter Communications
Holdings, LLC (the "Company") and Charter Communications Holdings Capital
Corporation ("Charter Capital" and, together with the Company, the "Issuers")
9.625% Senior Notes due 2009 (the "Notes") are held.

        The Issuers are in the process of registering the Notes under the
Securities Act of 1933, as amended, for resale by the beneficial owners thereof.
In order to have their Notes included in the registration statement, beneficial
owners must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.

        It is important that beneficial owners of the Notes receive a copy of
the enclosed materials as soon as possible as their rights to have the Notes
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the Notes
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact the Issuers c/o Charter
Communications Holdings, LLC, 12444 Powerscourt Drive, Suite 100, St. Louis,
Missouri, 63131, Attention: Secretary.

        (a) Not less than 28 calendar days from date of mailing.






                                      A-1
<PAGE>



                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire
                      ------------------------------------

                                     (Date)

        Reference is hereby made to the Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement") between Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation (together, the "Issuers"), and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Issuers have
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Issuers' 9.625% Senior Notes
due 2009 (the "Notes"). A copy of the Exchange and Registration Rights Agreement
is attached hereto. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

        Each beneficial owner of Registrable Securities is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf
Registration Statement. In order to have Registrable Securities included in the
Shelf Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire ("Notice and Questionnaire") must be completed,
executed and delivered to the Issuers' counsel at the address set forth herein
for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of
Registrable Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will not be named as selling securityholders in
the Shelf Registration Statement and (ii) may not use the Prospectus forming a
part thereof for resales of Registrable Securities.

        Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related prospectus.






                                      A-2
<PAGE>



                                    ELECTION

        The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

        Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Issuers and the Trustee the Notice of Transfer set forth in Exhibit B to
the Exchange and Registration Rights Agreement.

        The Selling Securityholder hereby provides the following information to
the Issuers and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE

(1)     (a)    Full Legal Name of Selling Securityholder:

        (b)    Full Legal Name of Registered Holder (if not the same as in (a)
above) of Registrable Securities Listed in Item (3) below:

        (c)    Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) Through Which Registrable Securities Listed in Item (3) below
are Held:

(2)     Address for Notices to Selling Securityholder:


        -------------------------------------


        -------------------------------------


        -------------------------------------

        Telephone:
                         -------------------------------------

        Fax:
                         -------------------------------------

        Contact Person:
                         -------------------------------------



                                      A-3
<PAGE>



(3)     Beneficial Ownership of Notes:

        Except as set forth below in this Item (3), the undersigned does not
beneficially own any Notes.

        (a)    Principal amount of Registrable Securities beneficially owned:
               _________________________________________________________________

               CUSIP No(s). of such Registrable Securities:_____________________

        (b)    Principal amount of Notes other than Registrable Securities
               beneficially owned: _____________________________________________
               CUSIP No(s). of such other Notes: _______________________________

        (c)    Principal amount of Registrable Securities which the undersigned
               wishes to be included in the Shelf Registration Statement:
               __________________

               CUSIP No(s). of such Registrable Securities to be included in the
               Shelf Registration Statement:____________________________________

(4)     Beneficial Ownership of Other Securities of the Issuers:

        Except as set forth below in this Item (4), the undersigned Selling
        Securityholder is not the beneficial or registered owner of any other
        securities of the Issuers other than the Notes listed above in Item (3).

        State any exceptions here:

(5)     Relationships with the Issuers:

        Except as set forth below, neither the Selling Securityholder nor any of
        its affiliates, officers, directors or principal equity holders (5% or
        more) has held any position or office or has had any other material
        relationship with the Issuers (or their respective predecessors or
        affiliates) during the past three years.

        State any exceptions here:

(6)     Plan of Distribution:

        Except as set forth below, the undersigned Selling Securityholder
        intends to distribute the Registrable Securities listed above in Item
        (3) only as follows (if at all): Such Registrable Securities may be sold
        from time to time directly by the undersigned Selling Securityholder or,
        alternatively, through underwriters,



                                      A-4
<PAGE>



        broker-dealers or agents. Such Registrable Securities may be sold in one
        or more transactions at fixed prices, at prevailing market prices at the
        time of sale, at varying prices determined at the time of sale, or at
        negotiated prices. Such sales may be effected in transactions (which may
        involve crosses or block transactions) (i) on any national securities
        exchange or quotation service on which the Registered Notes may be
        listed or quoted at the time of sale, (ii) in the over-the-counter
        market, (iii) in transactions otherwise than on such exchanges or
        services or in the over-the-counter market, or (iv) through the writing
        of options. In connection with sales of the Registrable Securities or
        otherwise, the Selling Securityholder may enter into hedging
        transactions with broker-dealers, which may in turn engage in short
        sales of the Registrable Securities in the course of hedging the
        positions they assume. The Selling Securityholder may also sell
        Registrable Securities short and deliver Registrable Securities to close
        out such short positions, or loan or pledge Registrable Securities to
        broker-dealers that in turn may sell such Notes.

        State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Issuers, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Issuers in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Issuers of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:




                                      A-5
<PAGE>



        (i)    To the Issuers:


        -------------------------


        -------------------------


        -------------------------


        -------------------------


        -------------------------

        (ii)   With a copy to:


        -------------------------


        -------------------------


        -------------------------


        -------------------------


        -------------------------

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Issuers' counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Issuers and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New York
without giving effect to any provisions relating to conflicts of laws.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
       --------------------------


--------------------------------------------------------------
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)

      By
        ------------------------------------------------------------------------
               Name:
               Title:




                                      A-6
<PAGE>



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS' COUNSEL AT:


        -------------------------


        -------------------------


        -------------------------


        -------------------------


        -------------------------
















                                      A-7
<PAGE>

                                                                       EXHIBIT B




              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

BNY Midwest Trust Company
Charter Communications Holdings, LLC
Charter Communications Holdings Capital
   Corporation
c/o BNY Midwest Trust Company
2 N. LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Trust Officer

        Re:  Charter Communications Holdings, LLC
        and Charter Communications Holdings Capital Corporation
        (together, the "Issuers") 9.625% Senior Notes due 2009

Dear Sirs:

Please be advised that ______________ has transferred $__________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form S-3 (File No. 333-____) filed by the Issuers.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such prospectus opposite such
owner's name.

Dated:

        Very truly yours,


        ------------------------------
               (Name)

        By:
            ------------------------------
               (Authorized Signature)



                                      B-1

</TEXT>
</DOCUMENT>
