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                                                                  Exhibit 4.3(c)

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

               $532,000,000 11.75% Senior Discount Notes due 2010

                   Exchange and Registration Rights Agreement
                   ------------------------------------------
                                                               January 12, 2000

Goldman, Sachs & Co.
Chase Securities Inc.
Credit Suisse First Boston Corporation
FleetBoston Robertson Stephens Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
TD Securities (USA) Inc.
First Union Securities, Inc.
PNC Capital Markets, Inc.
SunTrust Equitable Securities Corporation
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

Ladies and Gentlemen:

        Charter Communications Holdings, LLC, a Delaware limited liability
company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), propose, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) their $532,000,000
aggregate principal amount at maturity of 11.75% Senior Discount Notes due 2010
(the "Notes"). As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:



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

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

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

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

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

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

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

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

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

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

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

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

        The term "holder" shall mean each of the Purchasers and other persons
    who acquire Registrable Securities from time to time (including any
    successors or assigns), in each



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    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
    January 12, 2000 between the Issuers and Harris Trust and Savings Bank, as
    Trustee, as the same shall be amended from time to time.

        "Notes" shall mean, collectively, the 11.75% Senior Discount Notes due
    2010 of the Issuers to be issued and sold to the Purchasers, and Notes
    issued in exchange therefor or in lieu thereof, pursuant to the Indenture.

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

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

        "Purchase Agreement" shall mean the Purchase Agreement, dated as of
    January 6, 2000, between the Purchasers and the Issuers relating to the
    Notes.

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

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

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

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        "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, as the same shall be amended from time to time.

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

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

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

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

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

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

        2.   Registration Under the Securities Act.

        (a) Except as set forth in Section 2(b) below, the Issuers agree to file
    under the

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    Securities Act, as soon as practicable, but no later than 120 days after the
    Closing Date, a registration statement relating to an offer to exchange
    (such registration statement, the "Exchange Offer Registration Statement",
    and such offer, the "Exchange Offer") any and all of the Notes for a like
    aggregate principal amount of notes issued by the Issuers, which notes are
    substantially identical in all material respects to the Notes (and are
    entitled to the benefits of a trust indenture which has terms identical in
    all material respects to the Indenture or is the Indenture and which has
    been qualified under the Trust Indenture Act), except that they have been
    registered pursuant to an effective registration statement under the
    Securities Act and do not contain provisions for the additional interest
    contemplated in Section 2(c) below (such notes hereinafter called "Exchange
    Notes"). The Issuers agree to use their reasonable best efforts to cause the
    Exchange Offer Registration Statement to become or be declared effective
    under the Securities Act as soon as practicable, but no later than 180 days
    after the Closing Date. The Exchange Offer will be registered under the
    Securities Act on the appropriate form and will comply with all applicable
    tender offer rules and regulations under the Exchange Act. The Issuers
    further agree to use their reasonable best efforts to complete the Exchange
    Offer promptly, but no later than 30 business days or longer, if required by
    the federal securities laws, after such registration statement has become
    effective, hold the Exchange Offer open for at least 30 days and exchange
    Exchange Notes for all Registrable Securities that have been properly
    tendered and not withdrawn on or prior to the expiration of the Exchange
    Offer. The Exchange Offer will be deemed to have been "completed" only if
    the Exchange Notes received by holders, other than Restricted Holders, in
    the Exchange Offer in exchange for Registrable Securities are, upon receipt,
    transferable by each such holder without restriction under the Securities
    Act and the Exchange Act and without material restrictions under the blue
    sky or securities laws of a substantial majority of the States of the United
    States of America. The Exchange Offer shall be deemed to have been completed
    upon the earlier to occur of (i) the Issuers having exchanged the Exchange
    Notes for all outstanding Registrable Securities pursuant to the Exchange
    Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer,
    Exchange Notes for all Registrable Securities that have been properly
    tendered and not withdrawn before the expiration of the Exchange Offer,
    which shall be on a date that is at least 30 business days following the
    commencement of the Exchange Offer. The Issuers agree (x) to include in the
    Exchange Offer Registration Statement a prospectus for use in any resales by
    any holder of Exchange Notes that is a broker-dealer and (y) to keep such
    Exchange Offer Registration Statement effective for a period (the "Resale
    Period") beginning when Exchange Notes are first issued in the Exchange
    Offer and ending upon the earlier of the expiration of the 180th day after
    the Exchange Offer has been completed or such time as such broker-dealers no
    longer own any Registrable Securities. With respect to such Exchange Offer
    Registration Statement, such holders shall have the benefit of the rights of
    indemnification and contribution set forth in Sections 6(a), (c), (d) and
    (e) hereof.

        (b) If (i) on or prior to the time the Exchange Offer is completed
    existing law or


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

        (c) In the event that (i) the Issuers have not filed the Exchange Offer
    Registration Statement or Shelf Registration Statement on or before the date
    on which such registration statement is required to be filed pursuant to
    Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration
    Statement or Shelf Registration Statement has not become effective or been
    declared effective by the Commission on or before the date on which such
    registration statement is required to become or be declared effective

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    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 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 average Accreted Value (as defined in
    the Indenture) of the outstanding Notes at a per annum rate of 0.25% for
    the first 90 days of the Registration Default Period, at a per annum rate
    of 0.50% for the second 90 days of the Registration Default Period, at a
    per annum rate of 0.75% for the third 90 days of the Registration Default
    Period and at a per annum rate of 1.0% thereafter for the remaining portion
    of the Registration Default Period. All accrued Special Interest shall be
    paid in cash by the Issuers on each Interest Payment Date (as defined in
    the Indenture). Notwithstanding the foregoing and anything in this
    Agreement to the contrary, in the case of an event referred to in clause
    (ii) above, a "Registration Default" shall be deemed not to have occurred
    so long as the Issuers, in their sole reasonable judgment, are using and
    continuing to use their reasonable best efforts to cause such Exchange
    Offer Registration Statement or Shelf Registration Statement, as the case
    may be, to become or be declared effective.

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

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

        3. Registration Procedures.

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

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        (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.

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

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

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

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

             (iii)promptly notify each broker-dealer that has requested or
        received copies of the prospectus included in such registration
        statement, and confirm such advice in writing, (A) when such Exchange
        Offer Registration Statement or the prospectus included therein or any
        prospectus amendment or supplement or post-effective amendment has been
        filed, and, with respect to such Exchange Offer Registration Statement
        or any post-effective amendment, when the same has become effective, (B)
        of any comments by the Commission and by the blue sky or securities
        commissioner

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

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

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

             (vi) use their reasonable best efforts to (A) register or qualify
        the Exchange Notes under the securities laws or blue sky laws of such
        jurisdictions as are contemplated by Section 2(a) no later than the
        commencement of the Exchange Offer, (B) keep such registrations or
        qualifications in effect and comply with such laws so as to permit the
        continuance of offers, sales and dealings therein in such jurisdictions
        until the expiration of the Resale Period and (C) take any and all other
        actions as may be reasonably necessary or advisable to enable each
        broker-dealer holding Exchange

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

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

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

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


<PAGE>   11

        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) thereof and as may be required by the
        applicable rules and regulations of the Commission and the instructions
        applicable to the form of such Shelf Registration Statement, and furnish
        to the Electing Holders copies of any such supplement or amendment
        simultaneously with or prior to its being used or filed with the
        Commission;

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

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

             (vii)for a reasonable period prior to the filing of such Shelf
        Registration Statement, and throughout the period specified in Section
        2(b), make available at reasonable times at the Issuers' principal place
        of business or such other reasonable place for inspection by the persons
        referred to in Section 3(d)(vi) who shall certify to the Issuers that
        they have a current intention to sell the Registrable Securities
        pursuant to the Shelf Registration such financial and other relevant
        information and books and

<PAGE>   12


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

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

<PAGE>   13


        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 and the rules and regulations of the
        Commission thereunder, or contains an untrue statement of a material
        fact or omits to state any material fact required to be stated therein
        or necessary to make the statements therein not misleading in light of
        the circumstances then existing;

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

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

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


<PAGE>   14
        in all material respects with the applicable requirements of the
        Securities Act and the Trust Indenture Act, and the rules and
        regulations of the Commission thereunder, and such other documents, as
        such Electing Holder, agent, if any, and underwriter, if any, may
        reasonably request in order to facilitate the offering and disposition
        of the Registrable Securities owned by such Electing Holder, offered or
        sold by such agent or underwritten by such underwriter and to permit
        such Electing Holder, agent and underwriter to satisfy the prospectus
        delivery requirements of the Securities Act; and the Issuers hereby
        consent to the use of such prospectus (including such preliminary and
        summary prospectus) and any amendment or supplement thereto by each such
        Electing Holder and by any such agent and underwriter, in each case in
        the form most recently provided to such person by the Issuers, in
        connection with the offering and sale of the Registrable Securities
        covered by the prospectus (including such preliminary and summary
        prospectus) or any supplement or amendment thereto;

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

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

             (xiv) unless any Registrable Securities shall be in book-entry only
        form, cooperate with the Electing Holders and the managing underwriters,
        if any, to

<PAGE>   15



        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, and take such other
        actions in connection therewith as any Electing Holders of at least 20%
        in aggregate principal amount of the Registrable Securities at the time
        outstanding shall request in order to expedite or facilitate the
        disposition of such Registrable Securities;

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


<PAGE>   16


        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 officers' certificates, as may be
        reasonably requested by any Electing Holders of at least 20% in
        aggregate principal amount of the Registrable Securities at the time
        outstanding or the placement or sales agent, if any, therefor and the
        managing underwriters, if any, thereof to evidence the accuracy of the
        representations and warranties made pursuant to clause (A) above or
        those contained in Section 5(a) hereof and the compliance with or
        satisfaction of any agreements or conditions contained in the
        underwriting agreement or other similar agreement entered into by the
        Issuers pursuant to Section 3(d)(xvi); and (E) undertake such
        obligations relating to expense reimbursement, indemnification and
        contribution as are provided in Section 6 hereof;

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

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


<PAGE>   17


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

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

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

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


<PAGE>   18



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

        4.   Registration Expenses.

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

<PAGE>   19


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

        5.   Representations, Warranties and Covenants.

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

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

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


<PAGE>   20



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

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

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

<PAGE>   21


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

        (b) Indemnification by the Holders and any Agents and Underwriters. The
    Issuers


<PAGE>   22


    may require, as a condition to including any Registrable Securities
    in any registration statement filed pursuant to Section 2(b) hereof and to
    entering into any underwriting agreement or similar agreement with respect
    thereto, that the Issuers shall have received an undertaking reasonably
    satisfactory to them from the Electing Holder of such Registrable Securities
    included in a Shelf Registration Statement and from each underwriter or
    agent named in any such underwriting agreement or similar agreement,
    severally and not jointly, to (i) indemnify and hold harmless the Issuers
    and all other holders of Registrable Securities, against any losses, claims,
    damages or liabilities to which the Issuers or such other holders of
    Registrable Securities may become subject, under the Securities Act or
    otherwise, insofar as such losses, claims, damages or liabilities (or
    actions in respect thereof) arise out of or are based upon an untrue
    statement or alleged untrue statement of a material fact contained in such
    registration statement, or any preliminary, final or summary prospectus
    contained therein or furnished by the Issuers to any such Electing Holder,
    agent or underwriter, or any amendment or supplement thereto, or arise out
    of or are based upon the omission or alleged omission to state therein a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading, in each case to the extent, but only to
    the extent, that such untrue statement or alleged untrue statement or
    omission or alleged omission was made in reliance upon and in conformity
    with written information furnished to the Issuers by such Electing Holder
    or underwriter expressly for use therein, and (ii) reimburse the Issuers
    for any legal or other expenses reasonably incurred by the Issuers in
    connection with investigating or defending any such action or claim as such
    expenses are incurred; provided, however, that no such Electing Holder
    shall be required to undertake liability to any person under this Section
    6(b) for any amounts in excess of the dollar amount of the proceeds to be
    received by such Electing Holder from the sale of such Electing Holder's
    Registrable Securities pursuant to such registration.

        (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
    party under subsection (a) or (b) above of written notice of the
    commencement of any action, such indemnified party shall, if a claim in
    respect thereof is to be made against an indemnifying party pursuant to the
    indemnification provisions of or contemplated by this Section 6,
    notify such indemnifying party in writing of the commencement of such
    action; but the omission so to notify the indemnifying party shall not
    relieve it from any liability which it may have to any indemnified party
    otherwise than under the indemnification provisions of or contemplated by
    Section 6(a) or 6(b) hereof. In case any such action shall be brought
    against any indemnified party and it shall notify an indemnifying party of
    the commencement thereof, such indemnifying party shall be entitled to
    participate therein and, to the extent that it shall wish, jointly with any
    other indemnifying party similarly notified, to assume the defense thereof,
    with counsel reasonably satisfactory to such indemnified party (who shall
    not, except with the consent of the indemnified party, be counsel to the
    indemnifying party), and, after notice from the indemnifying party to such
    indemnified party of its election so to assume the defense

<PAGE>   23


    thereof, such indemnifying party shall not be liable to such indemnified
    party for any legal expenses of other counsel or any other expenses, in
    each case subsequently incurred by such indemnified party, in connection
    with the defense thereof other than reasonable costs of investigation. No
    indemnifying party shall, without the written consent of the indemnified
    party, effect the settlement or compromise of, or consent to the entry of
    any judgment with respect to, any pending or threatened action or claim in
    respect of which indemnification or contribution may be sought hereunder
    (whether or not the indemnified party is an actual or potential party to
    such action or claim) unless such settlement, compromise or judgment (i)
    includes an unconditional release of the indemnified party from all
    liability arising out of such action or claim and (ii) does not include a
    statement as to or an admission of fault, culpability or a failure to act
    by or on behalf of any indemnified party.

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

<PAGE>   24



    amount in excess of the amount by which the total price at which the
    Registrable Securities underwritten by it and distributed to the public were
    offered to the public exceeds the amount of any damages which such
    underwriter has otherwise been required to pay by reason of such untrue or
    alleged untrue statement or omission or alleged omission. No person guilty
    of fraudulent misrepresentation (within the meaning of Section 11(f) of the
    Securities Act) shall be entitled to contribution from any person who was
    not guilty of such fraudulent misrepresentation. The holders' and any
    underwriters' obligations in this Section 6(d) to contribute shall be
    several in proportion to the principal amount of Registrable Securities
    registered or underwritten, as the case may be, by them and not joint.

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

        7.   Underwritten Offerings.

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

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

        8. Rule 144.

<PAGE>   25



         Each of the Issuers covenants to the holders of Registrable Securities
    that to the extent it shall be required to do so under the Exchange Act, it
    shall timely file the reports required to be filed by it under the Exchange
    Act or the Securities Act (including the reports under Section 13 and 15(d)
    of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
    by the Commission under the Securities Act) and the rules and regulations
    adopted by the Commission thereunder, and shall take such further action as
    any holder of Registrable Securities may reasonably request, all to the
    extent required from time to time to enable such holder to sell Registrable
    Securities without registration under the Securities Act within the
    limitations of the exemption provided by Rule 144 under the Securities Act,
    as such Rule may be amended from time to time, or any similar or successor
    rule or regulation hereafter adopted by the Commission. Upon the request of
    any holder of Registrable Securities in connection with that holder's sale
    pursuant to Rule 144, the Issuers shall deliver to such holder a written
    statement as to whether it has complied with such requirements.

        9.   Miscellaneous.

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

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

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

<PAGE>   26


        (d) Parties in Interest. All the terms and provisions of this Exchange
    and Registration Rights Agreement shall be binding upon, shall inure to the
    benefit of and shall be enforceable by the parties hereto and the holders
    from time to time of the Registrable Securities and the respective
    successors and assigns of the parties hereto and such holders. In the event
    that any transferee of any holder of Registrable Securities shall acquire
    Registrable Securities, in any manner, whether by gift, bequest, purchase,
    operation of law or otherwise, such transferee shall, without any further
    writing or action of any kind, be deemed a beneficiary hereof for all
    purposes and such Registrable Securities shall be held subject to all of
    the terms of this Exchange and Registration Rights Agreement, and by taking
    and holding such Registrable Securities such transferee shall be entitled
    to receive the benefits of, and be conclusively deemed to have agreed to be
    bound by all of the applicable terms and provisions of this Exchange and
    Registration Rights Agreement. If the Issuers shall so request, any such
    successor, assign or transferee shall agree in writing to acquire and hold
    the Registrable Securities subject to all of the applicable terms hereof.

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

        (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
    SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
    STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO
    CONFLICTS OF LAW.

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

        (h) Entire Agreement; Amendments. This Exchange and Registration Rights
    Agreement and the other writings referred to herein (including the
    Indenture and the form of Notes) or delivered pursuant hereto which
    form a part hereof contain the entire understanding of the parties
    with respect to its subject matter. This Exchange and Registration
    Rights Agreement supersedes all prior agreements and understandings
    between the parties with respect to its subject matter. This Exchange
    and Registration Rights

<PAGE>   27



    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
    Agreement) at the offices of the Issuers at the address thereof set forth
    in Section 9(c) above and at the office of the Trustee under the Indenture.

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


<PAGE>   28



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

                                 Very truly yours,

                                 CHARTER COMMUNICATIONS HOLDINGS, LLC,
                                 as an Issuer

                                 By /s/ Curtis S. Shaw
                                   ---------------------------------------
                                   Name:  Curtis S. Shaw
                                   Title: SVP, General Counsel & Secretary

                                 CHARTER COMMUNICATIONS HOLDINGS
                                 CAPITAL CORPORATION, as an Issuer

                                 By /s/ Curtis S. Shaw
                                   ---------------------------------------
                                   Name:  Curtis S. Shaw
                                   Title: SVP, General Counsel & Secretary


Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
FLEETBOSTON ROBERTSON STEPHENS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
TD SECURITIES (USA) INC.
FIRST UNION SECURITIES, INC.
PNC CAPITAL MARKETS, INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION

By: GOLDMAN, SACHS & CO.

By /s/ Goldman, Sachs & Co.
  --------------------------------------
       (Goldman, Sachs & Co.)

<PAGE>   29

                                                                     EXHIBIT A

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

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

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

        The Depository Trust Issuers ("DTC") has identified you as a DTC
    Participant through which beneficial interests in the Charter
    Communications Holdings, LLC (the "Company") and Charter Communications
    Holdings Capital Corporation ("Charter Capital" and, together with the
    Company, the "Issuers") 11.75% Senior Discount Notes due 2010 (the "Notes")
    are held.

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

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

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


<PAGE>   30




                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

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

                                     (Date)

        Reference is hereby made to the Exchange and Registration Rights
    Agreement (the "Exchange and Registration Rights Agreement") between
    Charter Communications Holdings, LLC and Charter Communications Holdings
    Capital Corporation (together, the "Issuers"), and the Purchasers named
    therein. Pursuant to the Exchange and Registration Rights Agreement, the
    Issuers have filed with the United States Securities and Exchange
    Commission (the "Commission") a registration statement on Form [__] (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' 11.75% Senior Discount Notes due 2010 (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.


<PAGE>   31




                                    ELECTION

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

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

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

                                  QUESTIONNAIRE

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

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

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

    (3) below are Held:

    (2)      Address for Notices to Selling Securityholder:

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

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

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

             Telephone:
                                  -------------------------------------
             Fax:
                                  -------------------------------------
             Contact Person:
                                  -------------------------------------

<PAGE>   32




    (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

<PAGE>   33



             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 services or in the
             over-the-counter market, or (iv) through the writing of options.
             In connection with sales of the Registrable Securities or
             otherwise, the Selling Securityholder may enter into hedging
             transactions with broker-dealers, which may in turn engage in
             short sales of the Registrable Securities in the course of
             hedging the positions they assume. The Selling Securityholder may
             also sell Registrable Securities short and deliver Registrable
             Securities to close out such short positions, or loan or pledge
             Registrable Securities to broker-dealers that in turn may sell
             such Notes.

             State any exceptions here:

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

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

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

    In accordance with the Selling Securityholder's obligation under Section
    3(d) of the Exchange and Registration Rights Agreement to provide such
    information as may be required by law for inclusion in the Shelf
    Registration Statement, the Selling Securityholder agrees to promptly
    notify the Issuers of any inaccuracies or changes in the information
    provided herein which may occur subsequent to the date hereof at any time
    while the Shelf Registration


<PAGE>   34



    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:

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

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

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

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

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

        (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:
       ---------------------------

<PAGE>   35


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

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

<PAGE>   36




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

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

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

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

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

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




<PAGE>   37



                                                                     EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

    [Name of Trustee]
    Charter Communications Holdings, LLC
    Charter Communications Holdings Capital
      Corporation
    c/o [Name of Trustee]
    [Address of Trustee]

    Attention: Trust Officer

        Re:   Charter Communications Holdings, LLC
        and Charter Communications Holdings Capital Corporation
        (together, the "Issuers") 11.75% Senior Discount Notes due 2010

    Dear Sirs:

    Please be advised that ______________ has transferred $__________ aggregate
    principal amount of the above-referenced Notes pursuant to an effective
    Registration Statement on Form [___] (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)