CCO HOLDINGS CAPITAL CORP
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>y69729exv10w2.txt
<DESCRIPTION>EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                                CCO HOLDINGS, LLC
                           CCO HOLDINGS CAPITAL CORP.

                                  $550,000,000

                       SENIOR FLOATING RATE NOTES DUE 2010

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 15, 2004

Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
As representatives ("Representatives") of the Several Purchasers
     c/o Credit Suisse First Boston LLC
     Eleven Madison Avenue
     New York, New York 10010-3629

Ladies and Gentlemen:

         CCO Holdings, LLC, a Delaware limited liability company (the
"Company"), and CCO Holdings Capital Corp., a Delaware corporation ("CCO
Holdings 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) $550,000,000 aggregate principal amount of their
Senior Floating Rate Notes due 2010, issued on December 15, 2004. 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:

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

         "Agreement" shall mean this Exchange and Registration Rights Agreement.

         "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 December 15, 2004.

         "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

<PAGE>

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(e)(ii) or 3(e)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all 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.

         "Exchanging Dealer" shall have the meaning assigned thereto in Section
6(a) hereof.

         The term "holder" shall mean, unless the context otherwise indicates,
each of the Purchasers and other persons who acquire Registrable Securities from
time to time (including, without limitation, any successors or assigns), in each
case for so long as such person is a registered holder of any Registrable
Securities.

         "Indenture" shall mean the Indenture governing the Notes, dated as of
December 15, 2004 between the Issuers and Wells Fargo Bank, N.A., as Trustee, as
the same shall be amended from time to time.

         "Losses" shall have the meaning assigned thereto in Section 6(d)
hereof.

         "Notes" shall mean, collectively, the Senior Floating Rate Notes due
2010 of the Issuers to be issued and sold to the Purchasers pursuant to the
Purchase Agreement, 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, limited liability company, business, individual, government or
political subdivision thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated December
1, 2004, between the Purchasers and the Issuers relating to the Notes.

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

                                       2
<PAGE>

         "Registrable Securities" shall mean the Notes (and to the extent set
forth in clause (i) of this paragraph and in Section 2(d), certain Exchange
Notes); provided, however, that a Note or Exchange 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 penultimate sentence 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 or
Exchange Note under the Securities Act has been declared or becomes effective
and such Note or Exchange 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 or Exchange Note is sold pursuant to
Rule 144 under circumstances in which any legend borne by such Note or Exchange
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 Note or Exchange Note is eligible to be sold pursuant to paragraph (k) of
Rule 144; or (v) such Note or Exchange Note shall cease to be outstanding.

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

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

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

         "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, and the rules, regulations and forms promulgated thereunder,
all 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.

                                       3
<PAGE>

         "Transfer Restricted Notes" shall have the meaning assigned thereto in
Section 2(c) hereof.

         "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 90 days after the Closing Date, a registration statement relating to an
offer to exchange (such registration 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 the Indenture 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 210 days after the Closing Date. The Exchange Offer will be registered
under the Securities Act on the appropriate form and will comply with 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 20
business days (calculated in accordance with the Exchange Act) 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. 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.

                                       4
<PAGE>

                  (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 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 Registration Statement has not been
declared effective under the Securities Act within 210 days following the
Closing Date, or completed within 30 business days after the effectiveness of
the Exchange Offer Registration Statement, or longer, if required by the federal
securities laws, (iii) any Purchaser so requests with respect to Registrable
Securities that are not eligible to be exchanged for Exchange Notes in the
Exchange Offer and that are held by it following the consummation of the
Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other
than a Purchaser), the Issuers shall, in lieu of (or, in the case of clause
(iii) or (iv), in addition to) conducting the Exchange Offer contemplated by
Section 2(a), file a "shelf" registration statement in accordance with the
remainder of this Section 2(b) below, under the Securities Act. The Issuers
shall, on or prior to 30 business days after the time such obligation to file
arises, file a "shelf" registration statement providing for the registration of,
and the sale on a continuous or delayed basis by the holders of, all 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
(other than a Purchaser) 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(e)(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 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 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

                                       5
<PAGE>

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 Transfer Restricted Notes (as
defined below) affected by such Registration Default 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 1.00% 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 have used and are
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. For purposes of this Agreement, "Transfer
Restricted Notes" shall mean, with respect to any Registration Default, any
Notes or Exchange Notes which have not ceased being Registrable Securities
pursuant to the definition thereof in Section 1 of this Agreement.

                  (d) If any Purchaser determines that it is not eligible to
participate in the Exchange Offer with respect to the exchange of Registrable
Securities constituting any portion of an unsold allotment, at the request of
such Purchaser, then, subject to any prohibitions or restrictions imposed by any
applicable law or regulations, the Issuers shall use their commercially
reasonable efforts to issue and deliver to such Purchaser, in exchange for such
Registrable Securities, a like principal amount of Exchange Notes. Such issuance
shall not be deemed to be part of the Exchange Offer. The Issuers shall use
their commercially reasonable efforts to cause the CUSIP Service Bureau to issue
the same CUSIP number for Exchange Notes described in this Section 2(d) as for
Exchange Notes issued pursuant to the Exchange Offer. Any such Exchange Notes
shall, at the time of issuance, and subject to the limitations set forth in
Section 1 hereof, constitute Registrable Securities for purposes of this
Agreement (other than Section 2(a) hereof).

                  (e) 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.

                  (f) 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.

                                       6
<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 90 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
                  210 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, 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 the Purchasers, and 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
                  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

                                       7
<PAGE>

                  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, 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(c)(iii)(F) above, to notify the
                  Purchasers and 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 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 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 their
                  securityholders as soon as practicable but no later than
                  eighteen months after the effective date of such

                                       8
<PAGE>

                  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);

                           (x) mail to each holder a copy of the prospectus
                  forming part of the Exchange Offer Registration Statement,
                  together with an appropriate letter of transmittal and related
                  documents;

                           (xi) utilize the services of a depositary for the
                  Exchange Offer with an address in the Borough of Manhattan in
                  New York City, which may be the Trustee, any new trustee under
                  the Indenture, or an affiliate of any of them;

                           (xii) permit holders to withdraw tendered Notes at
                  any time prior to the close of business, New York time, on the
                  last business day on which the Exchange Offer is open;

                           (xiii) prior to the Effective Time, provide a
                  supplemental letter to the Commission (i) stating that the
                  Issuers are conducting the Exchange Offer in reliance on the
                  position of the Commission in Exxon Capital Holdings
                  Corporation (pub. avail. May 13, 1988), Morgan Stanley and
                  Co., Inc. (pub. avail. June 5, 1991); and (ii) including a
                  representation that the Issuers have not entered into any
                  arrangement or understanding with any person to distribute the
                  Exchange Notes to be received in the Exchange Offer and that,
                  to the best of the Issuers' information and belief, each
                  holder participating in the Exchange Offer is acquiring the
                  Exchange Notes in the ordinary course of business and has no
                  arrangement or understanding with any person to participate in
                  the distribution of the Exchange Notes;

                           (xiv) provide the Representatives, in advance of
                  filing thereof with the Commission, a draft of such Exchange
                  Offer Registration Statement substantially in the form to be
                  filed with the Commission, each prospectus included therein or
                  filed with the Commission and each amendment or supplement
                  thereto (including any documents incorporated by reference
                  therein after the initial filing), and shall use their
                  commercially reasonable efforts to reflect in each such
                  document, when so filed with the Commission, such comments as
                  are reasonably proposed;

                           (xv) if requested by a Purchaser, promptly
                  incorporate in the prospectus contained in the Exchange Offer
                  Registration Statement such information as is required by the
                  applicable rules and regulations of the Commission, and as
                  such Purchaser specifies should be included therein relating
                  to the terms of the sale of such Registrable Securities,
                  including, without limitation, information (i) with respect to
                  the principal amount of Registrable Securities being sold by
                  such Purchaser, the name and description of such Purchaser,
                  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 Purchaser; 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; and

                                       9
<PAGE>

                           (xvi) for a reasonable period prior to the filing of
                  such Exchange Offer Registration Statement, make available at
                  reasonable times at the Issuers' principal place of business,
                  or such other reasonable place for inspection by Purchasers
                  such financial and other relevant information and books and
                  records of the Issuers, each of their subsidiaries and, as
                  relevant, Parent Companies (as defined herein), and cause each
                  of their officers, employees, counsel and independent
                  certified public accountants, to supply all relevant
                  information and to respond to such inquiries, as shall be
                  reasonably necessary, in the judgment of the Purchasers'
                  counsel, to conduct a reasonable 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 Exchange Offer Registration Statement or the
                  prospectus included therein or in an amendment to such
                  Exchange Offer Registration Statement or an amendment or
                  supplement to such prospectus in order that such Exchange
                  Offer 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, provided further, however, that
                  notwithstanding anything to the contrary in this clause (xvi),
                  any such person (and each employee, representative, or other
                  agent of such person) may disclose to any and all persons,
                  without limitation, the U.S. tax treatment and any facts that
                  may be relevant to the tax structure of the matters covered by
                  and relating to this Agreement (including opinions or other
                  tax analysis that are provided to such party relating to such
                  tax treatment and tax structure); provided, however, that no
                  person (and no employee, representative, or other agent of any
                  person) shall disclose any other information that is not
                  relevant to understanding the tax treatment and tax structure
                  of the matters covered by and relating to this Agreement
                  (including the identity of any party and any information that
                  could lead another to determine the identity of any party), or
                  any other information to the extent that such non-disclosure
                  is reasonably necessary in order to comply with applicable
                  securities law.

                  (d) As soon as practicable after the close of the Exchange
Offer, the Issuers shall:

                           (i) accept for exchange all Registrable Securities
                  tendered and not validly withdrawn pursuant to the Exchange
                  Offer;

                           (ii) deliver to the Trustee for cancellation all
                  Notes so accepted for exchange; and

                                       10
<PAGE>

                           (iii) cause the Trustee promptly to authenticate and
                  deliver to each holder a principal amount of Exchange Notes
                  equal to the principal amount of the Registrable Securities of
                  such Holder so accepted for exchange.

                  (e) 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 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;

                           (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) 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 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;

                                       11
<PAGE>

                           (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, (E) not more than one counsel for all the Electing
                  Holders and (F) the Representatives, in advance of filing
                  thereof with the Commission, a draft of such Shelf
                  Registration Statement, each prospectus included therein or
                  filed with the Commission and each amendment or supplement
                  thereto (including any documents incorporated by reference
                  therein after the initial filing), in each case in
                  substantially the form to be filed with the Commission, and
                  shall use their commercially reasonable efforts to reflect in
                  each such document, when so filed with the Commission, such
                  comments as are reasonably proposed;

                           (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(e)(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,
                  each of their subsidiaries and, as relevant, Parent Companies,
                  and cause each of their officers, employees, counsel and
                  independent certified public accountants to supply all
                  relevant information and 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 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, provided further, however, that
                  notwithstanding anything to the contrary in this clause (vii),
                  any such person (and each employee, representative, or other
                  agent of such person) may disclose to any and all persons,
                  without limitation, the U.S. tax treatment and any facts that
                  may be relevant to the tax structure of the matters covered by
                  and relating to this Agreement (including opinions or other
                  tax analysis that are provided to such party relating to such
                  tax treatment and tax

                                       12
<PAGE>

                  structure); provided, however, that no person (and no
                  employee, representative, or other agent of any person) shall
                  disclose any other information that is not relevant to
                  understanding the tax treatment and tax structure of the
                  matters covered by and relating to this Agreement (including
                  the identity of any party and any information that could lead
                  another to determine the identity of any party), or any other
                  information to the extent that such non-disclosure is
                  reasonably necessary in order to comply with applicable
                  securities law;

                           (viii) promptly notify each of the Purchasers, 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(e)(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 does not conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act, 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
                  Shelf 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, without limitation, 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

                                       13
<PAGE>

                  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(e)(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, without limitation, 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 such other documents, as
                  such Electing Holder, agent, if any, and underwriter, if any,
                  may 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, without
                  limitation, 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, without
                  limitation, 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

                                       14
<PAGE>

                  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 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 (but no less favorable than those set forth in
                  Section 6 with respect to all parties indemnified under
                  Section 6), unless such provisions are acceptable to Electing
                  Holders of at least 50% in aggregate principal amount and any
                  managing underwriters, 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(e)(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

                                       15
<PAGE>

                  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), (c) 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 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, without
                  limitation, 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(e)(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

                                       16
<PAGE>

                  requirements of such Conduct Rules, including, without
                  limitation, by (A) if such Conduct Rules shall so require,
                  engaging a "qualified independent underwriter" (as defined in
                  such Conduct Rules) to 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).

                  (f) In the event that the Issuers would be required, pursuant
to Section 3(e)(viii)(F) hereof, 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 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(e)(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.

                  (g) 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 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

                                       17
<PAGE>

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 4, 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, without limitation, (a) all Commission and any NASD
registration, filing and review fees and expenses including, without limitation,
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(e)(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, without limitation, 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, without limitation, 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,
without limitation, all salaries and expenses of the Issuers' officers and
employees performing legal or accounting duties), (g) fees, disbursements and
expenses of counsel and independent certified public accountants of the Issuers
(including, without limitation, 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(e)(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,
without limitation, 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

                                       18
<PAGE>

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, without limitation, any preliminary
or summary prospectus) contained therein or furnished pursuant to Section 3(e)
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 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(e)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Issuers furnishes an amended or supplemented prospectus pursuant to
Section 3(f) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including, without limitation, any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(e) 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 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 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 Charter Communications, Inc. ("CCI"), Charter
Communications Holding

                                       19
<PAGE>

Company, LLC ("CCH LLC"), Charter Communications Holdings, LLC ("Holdings"), CCH
I, LLC ("CCH I") and CCH II, LLC (collectively with CCI, CCH LLC, Holdings and
CCH I, the "Parent Companies") or the Issuers' subsidiaries is a party or by
which either of the Issuers or any of their Parent Companies or the Issuers'
subsidiaries is bound or to which any of the property or assets of the Issuers
or any of their Parent Companies or the Issuers' 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 CCO Holdings 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 Parent Companies or the Issuers'
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, 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) The Issuers, jointly and severally, agree to indemnify and
hold harmless each holder of Registrable Securities or Exchange Notes, as the
case may be, covered by any Exchange Offer Registration Statement or Shelf
Registration Statement (including each Purchaser and, with respect to any
prospectus delivery as contemplated in Section 3(c)(ii) or (iv) hereof, each
holder (which may include any Purchaser) that is a broker-dealer and elects to
exchange for Exchange Notes any Registrable Securities that it acquired for its
own account as a result of market-making activities or other trading activities
(but not directly from the Issuers or any affiliate of the Issuers) for Exchange
Notes) (each an "Exchanging Dealer"), the affiliates, directors, officers,
employees and agents of each such holder and each person who controls any such
holder within the meaning of either the Securities Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Exchange Offer
Registration Statement or Shelf Registration Statement as originally filed or in
any amendment thereof, or in any preliminary prospectus or the prospectus
included in any registration statement, or in any amendment thereof 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 agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however,

                                       20
<PAGE>

that the Issuers will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Issuers by or on behalf of any such holder specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Issuers may otherwise have.

                  The Issuers, jointly and severally, also agree to indemnify or
contribute as provided in Section 6(d) to Losses of any underwriter of
Registrable Securities or Exchange Notes, as the case may be, registered under a
Shelf Registration Statement, their directors, officers, employees or agents and
each person who controls such underwriter within the meaning of either the
Securities Act or the Exchange Act, on substantially the same basis as that of
the indemnification of the Purchasers and the selling Holders provided in this
Section 6(a) and shall, if requested by any holder, enter into an underwriting
agreement reflecting such agreement, as provided in Section 3(e)(xvi) hereof.

                  (b) Each holder of Registrable Securities or Exchange Notes
covered by an Exchange Offer Registration Statement or Shelf Registration
Statement (including each Purchaser and, with respect to any prospectus delivery
as contemplated in Section 3(c)(ii or iv) or Section 3(f) hereof, each
Exchanging Dealer) severally agrees to indemnify and hold harmless the Issuers
and each of their affiliates, directors, employees, members, managers and agents
and each Person who controls the Issuers within the meaning of either the
Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Issuers to each such holder, but only with reference to
written information relating to such holder furnished to the Issuers by or on
behalf of such holder specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any such holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The 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 satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, except as
provided in the next sentence, after notice from the indemnifying party to such
indemnified party of its election to so assume the defense thereof, the
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. Notwithstanding the indemnifying party's
rights in the prior sentence, the indemnified party shall have the right to
employ its own counsel (and one local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be

                                       21
<PAGE>

legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party; (iii)
the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. No indemnifying party shall, in connection with any
one action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general circumstances or allegations, be
liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties. An indemnifying
party shall not be liable under this Section 6 to any indemnified party
regarding any settlement or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent is consented to
by such indemnifying party, which consent shall not be unreasonably withheld.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party agrees
to contribute to the aggregate losses, claims, damages and liabilities
(including, without limitation, legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnifying party may be subject in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and by the indemnified party on the other from the offering of
the Notes. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the indemnifying party on the one hand and the
indemnified party on the other 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.
Benefits received by the Issuers shall be deemed to be equal to the sum of (x)
the total net proceeds from the initial placement of the Notes (before deducting
expenses) reflected in the Purchase Agreement and (y) the total amount of
Special Interest which the Issuers were not required to pay as a result of
registering the securities covered by the Exchange Offer Registration Statement
or Shelf Registration Statement which resulted in such Losses. Benefits received
by the Purchasers shall be deemed to be equal to the total purchase discounts
and commissions as reflected in the Purchase Agreement, and benefits received by
any other holders shall be deemed to be equal to the proceeds received from the
sale of the Registrable Securities or Exchange Notes, as applicable. Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth in the prospectus forming a
part of the Exchange Offer Registration Statement or Shelf Registration
Statement which resulted in such Losses. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party on the
one hand or the Indemnified party on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties agree that it would not be just and equitable
if contribution pursuant to this subsection (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 above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses,

                                       22
<PAGE>

claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (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 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 of the Registrable Securities underwritten by it and distributed 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. The holders' and any underwriters' obligations in
this subsection (d) to contribute are several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them, and not joint. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 6, each person who controls any holder, agent or underwriter within the
meaning of either the Securities Act or the Exchange Act and each director,
officer, employee and agent of a holder, agent or underwriter shall have the
same rights to contribution as such holder, agent or underwriter, and each
person who controls the Issuers within the meaning of either the Securities Act
or the Exchange Act and each officer and director of the Issuers shall have the
same rights to contribution as the Issuers, subject in each case to the
applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any holder
or the Issuers or any of the officers, directors or controlling persons referred
to in this Section hereof, and will survive the sale by a holder of securities
covered by an Exchange Offer Registration Statement or Shelf Registration
Statement.

         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.

                                       23
<PAGE>

         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, without limitation, 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 shall take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required 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, 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 CCO Holdings, LLC, 12405 Powerscourt Drive, 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, with a copy in like manner c/o Credit Suisse
First Boston LLC Attn: [_____________], Eleven Madison Avenue, New York, New
York 10010 (fax: (212) [________]). 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 person
shall 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 the terms
of this Exchange and Registration Rights

                                       24
<PAGE>

Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits, and be conclusively deemed to have
agreed to be bound by all 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 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, without limitation, 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 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 Exchange and Registration Rights 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.

                                       25
<PAGE>

                  (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.

                  (k) Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  (l) Securities Held by the Issuers, etc. Whenever the consent
or approval of holders of a specified percentage of principal amount of
Registrable Securities or Exchange Notes is required hereunder, Registrable
Securities or Exchange Notes, as applicable, held by the Issuers or their
affiliates (other than subsequent holders of Registrable Securities or Exchange
Notes if such subsequent holders are deemed to be affiliates solely by reason of
their holdings of such Registrable Securities or Exchange Notes) shall not be
counted in determining whether such consent or approval was given by the holders
of such required percentage.

                                       26
<PAGE>

         SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT 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,

                                              CCO HOLDINGS, LLC,
                                                  as an Issuer

                                              By:_______________________________
                                                 Name:
                                                 Title:

                                              CCO HOLDINGS CAPITAL CORP.,
                                                  as an Issuer

                                              By:_______________________________
                                                 Name:
                                                 Title:

               SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT

<PAGE>

Accepted as of the date hereof:

CREDIT SUISSE FIRST BOSTON LLC
Citigroup Global Markets Inc.
as Representatives of the Several Purchasers

By: CREDIT SUISSE FIRST BOSTON LLC

By:___________________________________________
   Name:
   Title:

               SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT

<PAGE>

                                                                       EXHIBIT A

                                CCO HOLDINGS, LLC
                           CCO HOLDINGS CAPITAL CORP.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the CCO Holdings, LLC (the
"Company") and CCO Holdings Capital Corp. (together with the Company, the
"Issuers'") Senior Floating Rate Notes due 2010 issued on December 15, 2004 (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 CCO
Holdings, LLC, 12405 Powerscourt Drive, St. Louis, Missouri, 63131, Attention:
Secretary.

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

                                      A-1
<PAGE>

                                CCO HOLDINGS, LLC
                        CCO 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 CCO
Holdings, LLC and CCO Holdings Capital Corp. (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-1 (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'
Senior Floating Rate Notes due 2010 issued on December 15, 2004 (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 Pursuant to Registration
Statement 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, 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

                                      A-4
<PAGE>

         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 including, without limitation, 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(e) 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:

         (i) To the Issuers:

         _________________________

         _________________________

         _________________________

         _________________________

         _________________________

                                      A-5
<PAGE>

         (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:

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

         _________________________

         _________________________

         _________________________

         _________________________

         _________________________

                                      A-6
<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wells Fargo Bank, N.A.
CCO Holdings, LLC
CCO Holdings Capital Corp.
c/o Wells Fargo Bank, N.A.
[Address]
[Address]
Attention: Trust Officer

         Re: CCO Holdings, LLC
         and CCO Holdings Capital Corp.
         (together, the "Issuers") Senior Floating Rate Notes due 2010 issued
         on December 15, 2004

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-1 (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>
