exhibit10_2.htm


     

    Exhibit 10.2

     

     

    


    CCH II,
LLC,

    CCH II
CAPITAL CORP.,

    and

    CHARTER
COMMUNICATIONS HOLDINGS, LLC

    


     

    $364,197,000

     

    NOTES (as
defined below)

     

    EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT

     

     

    July 2,
2008

     

    Banc of
America Securities LLC

    Citigroup
Global Markets Inc.

    As
representatives (“Representatives”) of the holders

    c/o Banc
of America Securities LLC

    9 West
57th Street, 6th Floor

    New York,
New York  10019

     

    Ladies
and Gentlemen:

     

    CCH II,
LLC, a Delaware limited liability company and CCH II Capital Corp., a
Delaware corporation (collectively, the “Issuers”) propose to issue $364,197,000
of their 10.25% Senior Notes due 2013 (the “Notes”) in exchange for certain of
the Issuers’ outstanding 10.25% Senior Notes due 2010 (the “Old Notes”) (the
“Original Exchange Offer”) upon the terms set forth in the Dealer Manager
Agreement (the “Dealer Manager Agreement”), dated May 29, 2008, among the
Issuers, Charter Communications Holdings, LLC, a Delaware limited liability
company (“Charter Holdings”), and you, the Dealer Managers (as defined in the
Dealer Manager Agreement), relating to the Original Exchange
Offer.  Unless the context otherwise requires, all references to
“Notes” include the related Note Guarantee (as defined below) and all references
to “Issuers” include Charter Holdings, in its capacity as guarantor of the
Notes.  The Notes are to be issued under the Indenture, dated as of
September 14, 2006 ( as supplemented, including pursuant to the supplemental
indenture dated the date hereof the “Indenture”), between the Issuers and The
Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”).  The Issuers agree with you for your benefit and the
benefit of the holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

     

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

     

    “Agreement”
shall mean this Exchange and Registration Rights Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

    “Charter
Holdings” shall have the meaning set forth in the preamble.

     

    “Closing
Date” shall mean July 2, 2008.

     

    “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.

     

    “Consummate”
shall mean the occurrence of (i) the filing and effectiveness under the
Securities Act of an Exchange Offer Registration Statement relating to the
Exchange Notes to be issued in such Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of such Exchange
Offer open for a period not less than the minimum period required pursuant to
Section 2(a) hereof, and (iii) the delivery by the Issuers to the Registrar
under the Indenture of Exchange Notes in the same aggregate principal amount as
the aggregate principal amount of Registrable Securities that were tendered by
Holders thereof pursuant to such Exchange Offer.

     

    “Dealer
Manager Agreement” shall have the meaning set forth in the preamble
hereto.

     

    “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(e)(ii) or 3(e)(iii) hereof.

     

    “Exchange
Act” shall mean the Securities Exchange Act of 1934, or any successor thereto,
and the rules, regulations and forms promulgated thereunder, all as the same
shall be amended from time to time.

     

    “Exchange
Date” shall have the meaning assigned thereto in Section 2(a)
hereof.

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

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

     

    “Freely
Tradable” shall
mean, with respect to a Note, a Note that at any time of determination
(i) may be resold to the public in accordance with Rule 144 under the
Securities Act or any successor provision thereof without regard to volume,
manner of sale or any other restrictions contained in Rule 144 (other than the
holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such
holding period requirement is satisfied at such time of determination) and (ii)
does not bear any restrictive legends relating to the Securities
Act.

     

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

     

    “Indenture”
shall have the meaning set forth in the preamble hereto.

     

     “Issuers”
shall have the meaning set forth in the preamble hereto.

     

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

     

    “Note
Guarantee” means, in respect of any Notes or Exchange Notes, the related
guarantee thereof by Charter Holdings.

     

    “Notes”
shall have the meaning set forth in the preamble hereto.  Unless the
context otherwise requires, all references to a “Note” or “Notes” include the
related Note Guarantee.

     

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

     

    “Original
Exchange Offer” shall have the meaning set forth in the preamble
hereto.

     

    The term
“person” shall mean a corporation, association, partnership, organization,
limited liability company, business, individual, government or political
subdivision thereof or governmental agency.

     

    “Registrable
Securities” shall mean the Notes (and to the extent set forth in clause (i) of
this paragraph and in Section 2(d), certain Exchange Notes); provided, however, that a Note or
Exchange Note shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, such Note has been exchanged
for an Exchange Note in the Exchange Offer as contemplated in Section 2(a)
hereof (provided that any Exchange Note that,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      pursuant
to the penultimate sentence of Section 2(a), is included in a prospectus for use
in connection with resales by broker-dealers shall be deemed to be a Registrable
Security with respect to Sections 5, 6 and 9 hereof until resale of such
Registrable Security has been effected within the period referred to in Section
2(a)(y)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such Note or Exchange Note under the
Securities Act has been declared or becomes effective and such Note or Exchange
Note has been sold or otherwise transferred by the holder thereof pursuant to
and in a manner contemplated by such effective Shelf Registration Statement;
(iii) such Note is Freely Tradable; or (v) such Note or Exchange Note shall
cease to be outstanding.

    

     

    “Registrar”
shall mean the registrar under the Indenture.

     

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

     

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

     

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

     

    “Registration
Trigger Date” shall mean the 370th day after the Closing Date.

     

    “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 the Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Issuers.

     

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

     

    “Securities
Act” shall mean the Securities Act of 1933, or any successor thereto, and the
rules, regulations and forms promulgated thereunder, all as the same shall be
amended from time to time.

     

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

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    “Trustee”
shall have the meaning set forth in the preamble hereto.

     

    “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 Agreement, and the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Agreement as a whole and not to any particular Section or other
subdivision.

     

    2. Registration
Under the Securities Act.

     

    (a) Except as
set forth in Section 2(b) below, the Issuers agree to file under the Securities
Act, one or more registration statements relating to an offer to exchange (such
registration statements, collectively, the “Exchange Offer Registration
Statement”, and such offer, the “Exchange Offer”) any and all of the Notes,
including the related Note Guarantee, for a like aggregate principal amount of
notes issued by the Issuers, which notes are substantially identical in all
material respects to the Notes (and are entitled to the benefits of the
Indenture which has been qualified under the Trust Indenture Act), except that
they have been registered pursuant to an effective registration statement under
the Securities Act and do not contain provisions for the additional interest
contemplated in Section 2(c) below (such notes, collectively, the “Exchange
Notes”).  Unless the context otherwise requires, all references to an
“Exchange Note” or “Exchange Notes” include the related Note
Guarantee.  The Issuers shall use commercially reasonable best efforts
to Consummate the Exchange Offer with respect to the Notes registered pursuant
to such Exchange Offer Registration Statement not later than 370 days following
the Closing Date (the “Exchange Date”); provided, however, that the Issuers
shall not be required to Consummate such Exchange Offer if all of the Notes are
Freely Tradable (other than such Notes held by affiliates of the Issuers) on the
Exchange Date.  The Issuers further agree to use their commercially
reasonable best efforts to hold the Exchange Offer open for at least 20 business
days (calculated in accordance with the Exchange Act) and exchange the Exchange
Notes for all Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Exchange Offer.  If
required to Consummate the Exchange Offer, the Issuers agree (x) to include in
the Exchange Offer Registration Statement a prospectus for use in any resales by
any holder of Exchange Notes that is a broker-dealer and (y) to keep such
Exchange Offer Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Notes are first issued in the Exchange Offer
and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities.  With respect to such Exchange Offer
Registration Statement, such holders shall have the benefit of the rights of
indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
hereof.

     

    (b) If (i) on
or prior to the time the Exchange Offer is completed existing law or Commission
policy or interpretations are changed such that the Exchange Notes received
by

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      holders,
other than Restricted Holders, in the Exchange Offer in exchange for 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 Consummated by the Exchange Date or (iii) the Exchange Offer is not
available to any holder, 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 one or more “shelf” registration statements in accordance
with the remainder of this Section 2(b) below, under the Securities Act with
respect to any Registrable Securities that are outstanding on the Exchange
Date.  The Issuers shall, on or prior to the later of (x) the Exchange
Date and (y) 30 days after the time such obligation to file arises, file one or
more “shelf” registration statements providing for the registration of, and the
sale on a continuous or delayed basis by the holders of, all the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the “Shelf Registration” and such registration
statements, collectively, the “Shelf Registration Statement”).  The
Issuers agree to use their commercially reasonable best efforts (x) to cause the
Shelf Registration Statement to become or be declared effective by the
Commission on or prior to 30 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 one year 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(e)(iii) hereof.  The Issuers further agree to supplement or make
amendments to the Shelf Registration Statement, as and when required by the
rules, regulations or instructions applicable to the registration form used by
the Issuers for such Shelf Registration Statement or by the Securities Act for
shelf registration, and the Issuers agree to furnish to each Electing Holder
copies of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.

    

     

    (c) In the
event the Notes are not Freely Tradable on the Exchange Date and either (i) the
Exchange Offer with respect to the Notes has not been Consummated; (ii) a Shelf
Registration Statement with respect to the Notes, if required hereby, has not
been declared effective by the Commission on or before the Exchange Date; (iii)
any Exchange Offer Registration Statement or Shelf Registration Statement
required by Section 2(a) or Section 2(b) hereof has not been filed; 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 either of the Issuers or shall become
subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately by
an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a “Registration Default” and each
period during which a Registration Default has occurred and is continuing, a
“Registration Default Period”), then, as 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      liquidated
damages for such Registration Default, subject to the provisions of Section
9(b), special interest (“Special Interest”), in addition to the Base Interest,
shall accrue on the aggregate principal amount of the outstanding Transfer
Restricted Notes (as defined below) affected by such Registration Default at a
per annum rate of 0.25% for the first 90 days of the Registration Default
Period, at a per annum rate of 0.50% for the second 90 days of the Registration
Default Period, at a per annum rate of 0.75% for the third 90 days of the
Registration Default Period and at a per annum rate of 1.00% thereafter for the
remaining portion of the Registration Default Period.  All accrued
Special Interest shall be paid in cash by the Issuers on each Interest Payment
Date (as defined in the Indenture).  The parties hereto agree that the
Special Interest provided for in this Section 2(c) constitutes a reasonable
estimate of the damage that will be suffered by holders of Registrable
Securities by reason of the happening of any Registration Default and, except
for the holders’ rights to specific performance in Section 9(b), shall be the
sole and exclusive remedy of the holders of the Registrable Securities by reason
of the happening of any Registration Default.  For purposes of this
Agreement, “Transfer Restricted Notes” shall mean, with respect to any
Registration Default, any Notes or Exchange Notes which have not ceased being
Registrable Securities pursuant to the definition thereof in Section 1 of this
Agreement.

    

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (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:

     

    (i) prepare
and file with the Commission 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 commercially
reasonable best efforts to cause such Exchange Offer Registration Statement to
become or be declared effective on or prior to 30 days prior to the Exchange
Date;

     

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

     

    (iii) promptly
notify the holders, and each broker-dealer that has requested or received copies
of the prospectus included in such registration statement, and confirm such
advice in writing, (A) when such Exchange Offer Registration Statement or the
prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange
Offer Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto, or any
request by the Commission for amendments or supplements to such Exchange Offer
Registration Statement or prospectus or for additional information, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of
such Exchange Offer Registration Statement or the initiation or, to the
knowledge of the Issuers, threatening of any proceedings for that purpose, (D)
if at any time the Representations and Warranties of the Issuers contemplated by
Section 5 hereof cease to be true and correct in all material respects, (E) of
the receipt by the Issuers of any notification with respect to the suspension of
the qualification of the Exchange Notes for sale in any jurisdiction or the
initiation or, to the knowledge of the Issuers, threatening of any proceeding
for such 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      purpose,
or (F) at any time during the Resale Period when a prospectus is required to be
delivered under the Securities Act, that such Exchange Offer Registration
Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act, or contains an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;

    

     

    Upon
receiving notice of the occurrence of any of the events listed in this Section
3(c)(iii), each holder will, upon request by the Issuers in writing, immediately
discontinue disposition of Notes or Exchange Notes pursuant to a Registration
Statement until such holder’s receipt of copies of the supplemented or amended
prospectus contemplated by Section 3(c)(iv) or until it is advised in writing by
the Issuers that use of the applicable prospectus may resume, and, if so
directed by the Issuers, such holder will deliver to the Issuers (at the
Issuers’ expense) all copies in such holder’s possession, other than permanent
file copies, of the prospectus covering such Notes or Exchange Notes that was
current at the time of receipt of such notice.

     

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

     

    (v) use their
commercially 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
commercially reasonable best efforts to (A) register or qualify the Exchange
Notes under the securities laws or blue sky laws of such jurisdictions as are
contemplated by Section 2(a) no later than the commencement of the Exchange
Offer, (B) keep such registrations or qualifications in effect and comply with
such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period and (C) take any
and all other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Notes to consummate the disposition thereof in
such jurisdictions; provided, however, that neither of the Issuers shall be
required for any such purpose to (1) qualify as a foreign corporation or limited


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      liability
company, as the case may be, in any jurisdiction wherein it would not otherwise
be required to qualify but for the requirements of this Section 3(c)(vi), (2)
consent to general service of process in any such jurisdiction or (3) make any
changes to its certificate of incorporation or by-laws (or other organizational
document) or any agreement between it and holders of its ownership
interests;

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xiv) provide
the Representatives, in advance of filing thereof with the Commission, a draft
of such Exchange Offer Registration Statement substantially in the form to be
filed with the Commission, each prospectus included therein or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      filed
with the Commission and each amendment or supplement thereto (including any
documents incorporated by reference therein after the initial filing), and shall
use their commercially reasonable efforts to reflect in each such document, when
so filed with the Commission, such comments as are reasonably
proposed;

    

     

    (xv) if
requested by a holder, promptly incorporate in the prospectus contained in the
Exchange Offer Registration Statement such information as is required by the
applicable rules and regulations of the Commission, and as such holder specifies
should be included therein relating to the terms of the sale of such Registrable
Securities, including, without limitation, information (i) with respect to the
principal amount of Registrable Securities being sold by such holder, the name
and description of such 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 holder; and make all required
filings of such prospectus supplement or post-effective amendment upon
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and

     

    (xvi) for a
reasonable period prior to the filing of such Exchange Offer Registration
Statement, make available at reasonable times at the Issuers’ principal place of
business, or such other reasonable place for inspection by holders such
financial and other relevant information and books and records of each of the
Issuers, each of their subsidiaries and, as relevant, Charter Holdings, and
cause each of their officers, employees, counsel and independent certified
public accountants, to supply all relevant information and to respond to such
inquiries, as shall be reasonably necessary, in the judgment of the holders’
counsel, to conduct a reasonable investigation within the meaning of Section 11
of the Securities Act; provided, however, that each such party
shall be required to maintain in confidence and not to disclose to any other
person any information or records reasonably designated by the Issuers as being
confidential, until such time as (A) such information becomes a matter of public
record (whether by virtue of its inclusion in such registration statement or
otherwise, except as a result of a breach of this or any other obligation of
confidentiality to the Issuers), or (B) such person shall be required to
disclose such information pursuant to a subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have given the
Issuers prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Exchange Offer Registration
Statement or the prospectus included therein or in an amendment to such Exchange
Offer Registration Statement or an amendment or supplement to such prospectus in
order that such Exchange Offer Registration Statement, prospectus, amendment or
supplement, as the case may be, will comply with applicable requirements of the
federal securities laws and the rules and regulations of the Commission and will
not cotain 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
mis-

     

    
      
        
        

      

      
        
        

        
          

        

      

       

      leading
in light of the circumstances then existing, provided further, however, that notwithstanding
anything to the contrary in this clause (xvi), any such person (and each
employee, representative, or other agent of such person) may disclose to any and
all persons, without limitation, the U.S. tax treatment and any facts that may
be relevant to the tax structure of the matters covered by and relating to this
Agreement (including opinions or other tax analysis that are provided to such
party relating to such tax treatment and tax structure); provided, however, that no
person (and no employee, representative, or other agent of any person) shall
disclose any other information that is not relevant to understanding the tax
treatment and tax structure of the matters covered by and relating to this
Agreement (including the identity of any party and any information that could
lead another to determine the identity of any party), or any other information
to the extent that such non-disclosure is reasonably necessary in order to
comply with applicable securities law.

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      set forth
therein; provided,
however, holders of
Registrable Securities shall have at least 20 calendar days from the date on
which the Notice and Questionnaire is first mailed to such holders to return a
completed and signed Notice and Questionnaire to the Issuers;

    

     

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

     

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

     

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

     

    (vi) provide
(A) the Electing Holders, (B) the underwriters (which term, for purposes of this
Exchange and Registration Rights Agreement, shall include a person deemed to be
an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if
any, thereof, (C) any sales or placement agent therefor, (D) counsel for any
such underwriter or agent, (E) not more than one counsel for all the Electing
Holders and (F) the Representatives, in advance of filing thereof with the
Commission, a draft of such Shelf Registration Statement, each prospectus
included therein or filed with the Commission and each amendment or supplement
thereto (including any documents incorporated by reference therein after the
initial filing), in each case in substantially the form to be filed with the
Commission, and shall use their commercially reasonable efforts to reflect in
each such document, when so filed with the Commission, such comments as are
reasonably proposed;

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

       

      pursuant
to the Shelf Registration such financial and other relevant information and
books and records of each of the Issuers, each of their subsidiaries and, as
relevant, Charter Holdings, and cause each of their officers, employees, counsel
and independent certified public accountants to supply all relevant information
and to respond to such inquiries, as shall be reasonably necessary, in the
judgment of the respective counsel referred to in such Section, to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that each such party
shall be required to maintain in confidence and not to disclose to any other
person any information or records reasonably designated by the Issuers as being
confidential, until such time as (A) such information becomes a matter of public
record (whether by virtue of its inclusion in such registration statement or
otherwise, except as a result of a breach of this or any other obligation of
confidentiality to the Issuers), or (B) such person shall be required so to
disclose such information pursuant to a subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter (subject to the
requirements of such order, and only after such person shall have given the
Issuers prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, will comply with applicable requirements of the federal securities laws
and the rules and regulations of the Commission and will 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 holders, the Electing Holders, any sales or placement agent
therefor and any underwriter thereof (which notification may be made through any
managing underwriter that is a representative of such underwriter for such
purpose) and confirm such advice in writing, (A) when such Shelf Registration
Statement or the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to such
Shelf Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto, or any
request by the Commission for amendments or supplements to such Shelf
Registration Statement or prospectus or for additional information, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of
such Shelf Registration Statement or the initiation or, to the knowledge of the
Issuers, threatening of any proceedings for that purpose, (D) if at any time the
representations and warranties of the Issuers contemplated by Section 3(e)(xvii)
or Section 5 hereof cease to be true and correct in all material respects, (E)
of the receipt by the Issuers of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation or, to the knowledge of the Issuers, threatening of any
proceeding for such purpose, or (F) if at any time when a prospectus is required
to be delivered 

     

    
      
        
        

      

      
        
        

        
          

        

      

       

       

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

    

     

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

     

    (x) if
requested by any managing underwriter or underwriters, any placement or sales
agent or any Electing Holder, promptly incorporate in a prospectus supplement or
post-effective amendment such information as is required by the applicable rules
and regulations of the Commission, and as such managing underwriter or
underwriters, such agent or such Electing Holder specifies should be included
therein relating to the terms of the sale of such Registrable Securities,
including, without limitation, information (i) with respect to the principal
amount of Registrable Securities being sold by such Electing Holder or agent or
to any underwriters, the name and description of such Electing Holder, agent or
underwriter, the offering price of such Registrable Securities, and any
discount, commission or other compensation payable in respect thereof and the
purchase price being paid therefor by such underwriters and (ii) with respect to
any other material terms of the offering of the Registrable Securities to be
sold by such Electing Holder or agent or to such underwriters; and make all
required filings of such prospectus supplement or post-effective amendment upon
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;

     

    (xi) furnish
to each Electing Holder, each placement or sales agent, if any, therefor, each
underwriter, if any, thereof and the respective counsel referred to in Section
3(e)(vi) hereof an executed copy (or, in the case of an Electing Holder, a
conformed copy) of such Shelf Registration Statement, each such amendment and
supplement thereto (in each case including all exhibits thereto (in the case of
an Electing Holder of Registrable Securities, upon request) and documents
incorporated by reference therein) and such number of copies of such Shelf
Registration Statement (excluding exhibits thereto and documents incorporated by
reference therein unless specifically so requested by such Electing Holder,
agent or underwriter, as the case may be) and of the prospectus included in such
Shelf Registration Statement (including, without limitation, each preliminary
prospectus and any summary prospectus), in conformity in all material respects
with the applicable requirements of the Securities Act and the Trust Indenture
Act, and such other documents, as such Electing Holder, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the offering
and disposition of the Registrable Securities owned by such Electing Holder,
offered or sold by such agent or underwritten by such underwriter and to permit
such Electing Holder, agent and underwriter to satisfy the prospectus delivery
requirements of the Securities Act; and the Issuers hereby consent to the use of
such prospectus (including, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      without
limitation, such preliminary and summary prospectus) and any amendment or
supplement thereto by each such Electing Holder and by any such agent and
underwriter, in each case in the form most recently provided to such person by
the Issuers, in connection with the offering and sale of the Registrable
Securities covered by the prospectus (including, without limitation, such
preliminary and summary prospectus) or any supplement or amendment
thereto;

    

     

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

     

    (xiv) unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold, which certificates, if so required by any securities exchange upon
which any Registrable Securities are listed, shall be penned, lithographed or
engraved, or produced by any combination of such methods, on steel engraved
borders, and which certificates shall not bear any restrictive legends; and, in
the case of an underwritten offering, enable such Registrable Securities to be
in such denominations and registered in such names as the managing underwriters
may request at least two business days prior to any sale of the Registrable
Securities;

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    (xvi) enter
into one or more underwriting agreements, engagement letters, agency agreements,
“best efforts” underwriting agreements or similar agreements, as appropriate,
including customary provisions relating to indemnification and contribution (but
no less favorable than those set forth in Section 6 with respect to all parties
indemnified under Section 6), unless such provisions are acceptable to Electing
Holders of at least 50% in aggregate principal amount and any managing
underwriters, and take such other actions in connection therewith as any
Electing Holders of at least 20% in aggregate principal amount of the
Registrable Securities at the time outstanding shall request in order to
expedite or facilitate the disposition of such Registrable
Securities;

     

    (xvii) whether
or not an agreement of the type referred to in Section 3(e)(xvi) hereof is
entered into, and whether or not any portion of the offering contemplated by the
Shelf Registration is an underwritten offering or is made through a placement or
sales agent or any other entity, (A) make such representations and warranties to
the Electing Holders and the placement or sales agent, if any, therefor and the
underwriters, if any, thereof in form, substance and scope as are customarily
made in connection with an offering of debt securities pursuant to any
appropriate agreement or to a registration statement filed on the form
applicable to the Shelf Registration; (B) obtain an opinion of counsel to the
Issuers in customary form, subject to customary limitations, assumptions and
exclusions, and covering such matters, of the type customarily covered by such
an opinion, as the managing underwriters, if any, or as any Electing Holders of
at least 20% in aggregate principal amount of the Registrable Securities at the
time outstanding may reasonably request, addressed to such Electing Holder or
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 Exhibit D of the Dealer Manager
Agreement to the extent applicable to an offering of this type); (C) obtain a
“cold comfort” letter or letters from the independent certified public
accountants of the Issuers addressed to the selling Electing Holders, the
placement or sales agent, if any, therefor or the underwriters, if any, thereof,
dated (i) the effective date of such Shelf Registration Statement and (ii) the
effective date of any prospectus supplement to the prospectus included in such
Shelf Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial statements
as of a date or for a period subsequent to that of the latest such statements
included in such prospectus (and, if such Shelf Registration Statement
contemplates an underwritten offering pursuant to any prospectus supplement to
the prospectus included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to that of
the latest such statements included in such prospectus, dated the date of the
closing under the underwriting agreement relating thereto), such letter or
letters to be in customary form and covering such matters 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      of the
type customarily covered by letters of such type; (D) deliver such documents and
certificates, including, without limitation, officers’ certificates, as may be
reasonably requested by any Electing Holders of at least 20% in aggregate
principal amount of the Registrable Securities at the time outstanding or the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof to evidence the accuracy of the representations and warranties made
pursuant to clause (A) above or those contained in Section 5(a) hereof and the
compliance with or satisfaction of any agreements or conditions contained in the
underwriting agreement or other similar agreement entered into by the Issuers
pursuant to Section 3(e)(xvi); and (E) undertake such obligations relating to
expense reimbursement, indemnification and contribution as are provided in
Section 6 hereof;

    

     

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

     

    (xix) in the
event that any broker-dealer registered under the Exchange Act shall underwrite
any Registrable Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the Conduct Rules (the “Conduct Rules”) of the Financial Industry Regulatory
Authority (“FINRA”) 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, without
limitation, by (A) if such Conduct Rules shall so require, engaging a “qualified
independent underwriter” (as defined in such Conduct Rules) to participate in
the preparation of the Shelf Registration Statement relating to such Registrable
Securities, to exercise usual standards of due diligence in respect thereto and,
if any portion of the offering contemplated by such Shelf Registration Statement
is an underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Registrable Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof (or to such other customary extent as
may be requested by such underwriter), and (C) providing such information to
such broker-dealer as may be required in order for such broker-dealer to comply
with the requirements of the Conduct Rules; and

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

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

     

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

     

    4. Registration
Expenses.  The Issuers agree, subject to the last sentence of
this Section 4, to bear and to pay or cause to be paid promptly all expenses
incident to the Issuers’ performance of or compliance with this Exchange and
Registration Rights Agreement, including, without limitation, (a) all Commission
and any FINRA registration, filing and review fees and expenses including,
without limitation, fees and disbursements of counsel for the placement or sales
agent or underwriters in connection with such registration, filing and review,
(b) all fees and expenses in connection with the qualification of the Notes for
offering and sale 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      under the
securities laws and blue sky laws referred to in Section 3(e)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including, without limitation, any fees and disbursements of counsel
for the Electing Holders or underwriters in connection with such qualification
and determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Notes for delivery and the expenses of printing or
producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Notes to be disposed of
(including, without limitation, certificates representing the Notes), (d)
messenger, telephone and delivery expenses relating to the offering, sale or
delivery of Notes and the preparation of documents referred in clause (c) above,
(e) fees and expenses of the Trustee under the Indenture, any agent of the
Trustee and any reasonable fees and expenses for counsel for the Trustee and of
any collateral agent or custodian, (f) internal expenses (including, without
limitation, all salaries and expenses of the Issuers’ officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Issuers (including,
without limitation, the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance), (h) fees,
disbursements and expenses of any “qualified independent underwriter” engaged
pursuant to Section 3(e)(xix) hereof, (i) reasonable fees, disbursements and
expenses of one counsel for the Electing Holders retained in connection with a
Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Issuers), (j) any
fees charged by securities rating services for rating the Notes, and (k)
reasonable fees, expenses and disbursements of any other persons, including,
without limitation, special experts, retained by the Issuers in connection with
such registration (collectively, the “Registration Expenses”).  To the
extent that any Registration Expenses are incurred, assumed or paid by any
holder of Registrable Securities or any placement or sales agent therefor or
underwriter thereof, the Issuers shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request therefor.  Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities 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.  The Issuers represent and warrant to each of
the holders from time to time of Registrable Securities, as of the date hereof,
that:

     

    (a) Each
registration statement covering Registrable Securities and each prospectus
(including, without limitation, any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(e) or Section 3(c) hereof and any
further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      underwriting
agreement relating thereto, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(e)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Issuers furnish an amended or supplemented prospectus pursuant to
Section 3(f) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including, without limitation, any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(e) or Section
3(c) hereof, as then amended or supplemented, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;
provided, however, that this covenant shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Issuers by a holder of Registrable Securities expressly for use
therein.

    

     

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

     

    (c) The
compliance by the Issuers with all the provisions of this 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 Charter Holdings or the Issuers’ subsidiaries
is a party or by which either of the Issuers or Charter Holdings or the Issuers’
subsidiaries is bound or to which any of the property or assets of the Issuers
or Charter Holdings or the Issuers’ subsidiaries is subject, nor will such
action result in any violation of the provisions of the certificate of
formation, limited liability company agreement, the certificate of incorporation
or bylaws of the Issuers 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 Charter Holdings or the Issuers’ subsidiaries or any of their
properties, except for

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      any such
violation which would not materially impair the Issuers’ ability to comply
herewith; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required, including, without limitation, under the Cable Acts or any order, rule
or regulation of the FCC, for the consummation by the Issuers of the
transactions contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Securities Act of the Notes, qualification of
the Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under blue
sky laws in connection with the offering and distribution of the
Notes.

    

     

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

     

    6. Indemnification.

     

    (a) The
Issuers, jointly and severally, agree to indemnify and hold harmless each holder
of Registrable Securities or Exchange Notes, as the case may be, covered by any
Exchange Offer Registration Statement or Shelf Registration Statement (including
each holder and, with respect to any prospectus delivery as contemplated in
Section 3(c)(ii) or (iv) hereof, each holder that is a broker-dealer and elects
to exchange for Exchange Notes any Registrable Securities that it acquired for
its own account as a result of market-making activities or other trading
activities (but not directly from the Issuers or any affiliate of the Issuers)
for Exchange Notes) (each an “Exchanging Dealer”), the affiliates, directors,
officers, employees and agents of each such holder and each person who controls
any such holder within the meaning of either the Securities Act or the Exchange
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Exchange Offer Registration Statement or Shelf Registration Statement as
originally filed or in any amendment thereof, or in any preliminary prospectus
or the prospectus included in any registration statement, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the Issuers
will not be liable in any case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Issuers by or on
behalf of any such holder specifically for inclusion therein.  This
indemnity agreement will be in addition to any liability which the Issuers may
otherwise have.

     

              The
Issuers, jointly and severally, also agree to indemnify or contribute as
provided in Section 6(d) to Losses of any underwriter of Registrable Securities
or Exchange Notes, as the case may be, registered under a Shelf Registration
Statement, its directors, officers, employees or agents and each person who
controls such underwriter within the meaning of either 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
Securities Act or the Exchange Act, on substantially the same basis as that of
the indemnification of the holders provided in this Section 6(a) and shall, if
requested by any holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 3(e)(xvi) hereof.

     

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

     

    (c) Promptly
after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent such action
and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b)
above.  The indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
except as provided in the next sentence, after notice from the indemnifying
party to such indemnified party of its election to so assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation.  Notwithstanding
the indemnifying party’s rights in the prior sentence, the indemnified party
shall have the right to employ its own counsel (and one local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party.  No indemnifying party shall, in connection with
any one action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general circumstances or allegations,
be liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all indemnified parties.  An
indemnifying party shall not be 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      liable
under this Section 6 to any indemnified party regarding any settlement or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent is consented to by such
indemnifying party, which consent shall not be unreasonably
withheld.

    

     

    (d) In the
event that the indemnity provided in paragraph (a) or (b) of this Section 6 is
unavailable to or insufficient to hold harmless an indemnified party for any
reason, then each applicable indemnifying party agrees to contribute to the
aggregate losses, claims, damages and liabilities (including, without
limitation, legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively “Losses”) to which such
indemnifying party may be subject in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and by the indemnified party on the other from the offering of the
Notes.  If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the indemnifying party on the
one hand and the indemnified party on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  Benefits received by the Issuers shall be
deemed to be equal to the sum of (x) the total net proceeds from the initial
placement of the Notes (before deducting expenses) reflected in the Dealer
Manager Agreement and (y) the total amount of Special Interest which the Issuers
were not required to pay as a result of registering the securities covered by
the Exchange Offer Registration Statement or Shelf Registration Statement which
resulted in such Losses.  Benefits received by the holders shall be
deemed to be equal to the total purchase discounts and commissions as reflected
in the Dealer Manager Agreement, and benefits received by any other holders
shall be deemed to be equal to the proceeds received from the sale of the
Registrable Securities or Exchange Notes, as applicable.  Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth in the prospectus forming a
part of the Exchange Offer Registration Statement or Shelf Registration
Statement which resulted in such Losses.  The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party on the
one hand or the indemnified party on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The parties agree that it would not be just
and equitable if contribution pursuant to this subsection (d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions of this subsection (d), no
holder shall be required to contribute any amount in excess of the amount by
which the dollar amount of the proceeds received by such holder from


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      the sale
of Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) exceeds the amount of any damages which such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no underwriter shall be required
to contribute any amount in excess of the amount by which the total price of the
Registrable Securities underwritten by it and distributed to the public exceeds
the amount of any damages which such underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.  The holders’ and any underwriters’ obligations in this
subsection (d) to contribute are several in proportion to the principal amount
of Registrable Securities registered or underwritten, as the case may be, by
them, and not joint.  Notwithstanding the provisions of this paragraph
(d), no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  For
purposes of this Section 6, each person who controls any holder, agent or
underwriter within the meaning of either the Securities Act or the Exchange Act
and each director, officer, employee and agent of a holder, agent or underwriter
shall have the same rights to contribution as such holder, agent or underwriter,
and each person who controls the Issuers within the meaning of either the
Securities Act or the Exchange Act and each officer and director of the Issuers
shall have the same rights to contribution as the Issuers, subject in each case
to the applicable terms and conditions of this paragraph (d).

    

     

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

     

    7. Underwritten
Offerings.

     

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

     

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

     

              8. Rule
144.  Each of
the Issuers covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, it shall timely
file the reports required to be filed by it under the Exchange Act or the
Securities Act (including, without limitation, the reports under Section 13 and
15(d) of the Exchange Act referred to in 


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    subparagraph
(c)(1) of Rule 144 adopted by the Commission under the Securities Act), and
shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such
holder to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144 under the
Securities Act, or any similar or successor rule or regulation hereafter adopted
by the Commission.  Upon the request of any holder of Registrable
Securities in connection with that holder’s sale pursuant to Rule 144, the
Issuers shall deliver to such holder a written statement as to whether it has
complied with such requirements.

     

    9. Miscellaneous.

     

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

     

    (b) Specific
Performance.  The parties hereto acknowledge that there would
be no adequate remedy at law if the Issuers fail to perform any of their
obligations hereunder and that the holders of the Registrable Securities may be
irreparably harmed by any such failure, and accordingly agree that the 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
CCH II, LLC, 12405 Powerscourt Drive, St. Louis, Missouri, 63131,
Attention:  General Counsel, and if to a holder, to the address of
such holder set forth in the security register or other records of the Issuers,
or to such other address as the Issuers or any such holder may have furnished to
the other in writing in accordance herewith, with a copy in like manner c/o Banc
of America Securities, LLC, Attn: Jami Friedman, Legal Department, 9 West 57th
Street, 6th Floor, New York, New York  10019.  Notices of
change of address shall be effective only upon receipt.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      and be
conclusively deemed to have agreed to be bound by all the applicable terms and
provisions, of this Exchange and Registration Rights Agreement.  If
the Issuers shall so request, any such successor, assign or transferee shall
agree in writing to acquire and hold the Registrable Securities subject to all
the applicable terms hereof.

    

     

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

     

    (f) GOVERNING
LAW.  THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

     

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

     

    (h) Entire Agreement;
Amendments.  This Exchange and Registration Rights Agreement
and the other writings referred to herein (including, without limitation, the
Indenture and the form of Notes) or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its
subject matter.  This Exchange and Registration Rights Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter.  This Exchange and Registration Rights
Agreement may be amended and the observance of any term of this Exchange and
Registration Rights Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument
duly executed by the Issuers and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time
outstanding.  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is
delivered to such holder.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

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

    

     

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

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 holders, this letter and such acceptance hereof shall constitute a binding
agreement between each of the holders and the Issuers.

     

    Very
truly yours,

    


     

    CCH II,
LLC,

       as
an Issuer

     

    By:          s/
Eloise E. Schmitz

    Name:    Eloise E.
Schmitz

    Title:      Executive
Vice President and

    Chief Financial Officer

    


     

    CCH II
CAPITAL CORP.,

                                       as
an Issuer

     

    By:          s/
Eloise E. Schmitz

    Name:     Eloise E.
Schmitz

    Title:       Executive
Vice President and

    Chief Financial
Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CHARTER
COMMUNICATIONS HOLDINGS,

    LLC

       as
a guarantor

     

    By:          s/
Eloise E. Schmitz

    Name:    Eloise E.
Schmitz

    Title:      Executive
Vice President and

    Chief Financial
Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Accepted
as of the date hereof:

     

    BANC OF
AMERICA SECURITIES LLC

    CITIGROUP
GLOBAL MARKETS INC.

    as
Representatives of the holders

     

    By:  BANC
OF AMERICA SECURITIES LLC

     

    By:        s/
Andrew C. Karp

    Name: Andrew C. Karp

    Title: Managing Director

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    CCH II,
LLC

     

    CCH II
CAPITAL CORP.

     

    INSTRUCTION
TO DTC PARTICIPANTS

     

    (Date of
Mailing)

     

    URGENT —
IMMEDIATE ATTENTION REQUESTED

     

    DEADLINE
FOR RESPONSE:  [DATE](a)

     

    The
Depository Trust Company (“DTC”) has identified you as a DTC Participant through
which beneficial interests in the CCH II, LLC (“CCH II”) and CCH II Capital
Corp. (collectively, the “Issuers”) 10.25% Senior Notes due 2013 (the “Notes”)
are held.  The Issuers and Charter Communications Holdings, LLC are
collectively referred to herein as the “Issuers”.

     

    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 [_________].  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 CCH II, LLC,
12405 Powerscourt Drive, St. Louis, Missouri, 63131,
Attention:  General Counsel.

     

    (a)           Not
less than 20 calendar days from date of mailing.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CCH II,
LLC

     

    CCH II
CAPITAL CORP.

     

    Notice of
Registration Statement

    and

    Selling
Securityholder Questionnaire

     

     

    (Date)

     

    Reference
is hereby made to the Exchange and Registration Rights Agreement (the
“Registration Rights Agreement”) between the Issuers, Charter Communications
Holdings, LLC (“Charter Holdings”), and the Representatives named
therein.  Pursuant to the Registration Rights Agreement, the Issuers
have filed with the United States Securities and Exchange Commission (the
“Commission”) a registration statement on Form S-1 (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the “Securities Act”), of the Issuers’ Notes.  A
copy of the Registration Rights Agreement is attached hereto.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the 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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Registration Rights Agreement,
including, without limitation, Section 6 of the Registration Rights Agreement,
as if the undersigned Selling Securityholder were an original party
thereto.

     

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

            	
              _______________________________

            


    

     

    
      	
              (3)

            	
              Beneficial
      Ownership of Notes:

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              (a)

            	
              Principal
      amount of Registrable Securities beneficially
  owned:

            


    

     

    
      	
               
      

            	                                                                                                                           
      


    

     

    
      	 	
              CUSIP
      No(s). of such Registrable Securities:                                                                                    
      

            	 


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Principal
      amount of Notes other than Registrable Securities beneficially
      owned:

            


    

     

    
      	
               
      

            	                                                                                                                            
      


    

     

    
      	
              CUSIP
      No(s). of such other Notes:

            	                                                                                                 
       


    

     

    
      	
               
      

            	
              (c)

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

            	 


    

     

    
      	
               
      

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

            


    

     

    
      	
              (4)

            	
              Beneficial
      Ownership of Other Securities of the
Issuers:

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

     

    
      	
              (5)

            	
              Relationships
      with the Issuers:

            


    

     

    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

     

    
      	
              (6)

            	
              Plan
      of Distribution:

            


    

     

    
      	
               
      

            	
              Except
      as set forth below, the undersigned Selling Securityholder intends to
      distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all):  Such Registrable Securities may be sold
      from time to time directly by the undersigned Selling Securityholder or,
      alternatively, through underwriters, broker-dealers or
      agents.  Such Registrable Securities may be sold in one or more
      transactions at fixed prices, at prevailing market prices at the time of
      sale, at varying prices determined at the time of sale, or at negotiated
      prices.  Such sales may be effected in transactions (which may
      involve crosses or block transactions) (i) on any national securities
      exchange or quotation service on which the Registered Notes may be listed
      or quoted at the time of sale, (ii) in the over-the-counter market, (iii)
      in transactions otherwise than on such exchanges or services or in the
      over-the-counter market, or (iv) through the writing of
      options.  In connection with sales of the Registrable Securities
      or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume.  The Selling Securityholder may also sell Registrable
      Securities short and deliver Registrable Securities to close out such
      short positions, or loan or pledge Registrable Securities to
      broker-dealers that in turn may sell such
Notes.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              State
      any exceptions here:

            


    

     

    By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act including, without limitation, Regulation M.

     

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

     

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

            


    

     

    
      	
               
      

            	
              CCH II,
      LLC

            


    

    
      	
               
      

            	
              CCH II
      Capital Corp.

            


    

    
      	
               
      

            	
              Charter
      Communications Holdings, LLC

            


    

    
      	
               
      

            	
              12405
      Powerscourt Drive

            


    

    
      	
               
      

            	
              St.
      Louis, Missouri  63131

            


    

    
      	
               
      

            	
              Attention:  General
      Counsel

            


    

    
      	 	 	 
	
               
      

            	 	
              with
      a copy to:

            


    

    
      	
               
      

            	
              Thompson
      Coburn LLP

            


    

    
      	
               
      

            	
              One
      US Bank Plaza

            


    

    
      	
               
      

            	
              St.
      Louis, MO 63101

            


    

    


    
      	
               
      

            	
              Attention:
      Thomas Proost

            


    

    


    Once this
Notice and Questionnaire is executed by the Selling Securityholder and received
by the Issuers’ counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      be
enforceable by the respective successors, heirs, personal representatives, and
assigns of the Issuers and the Selling Securityholder (with respect to the
Registrable Securities beneficially owned by such Selling Securityholder and
listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York without giving effect to any
provisions relating to conflicts of laws.

    

     

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

     

    Dated:  ____________________

     

     

     

      
        

      

    

    


    Selling
Securityholder

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

     

    By:          ___________________________________________

     

    Name:

                
Title:

     

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

     

    
      	
               
      

            	
              Thompson
      Coburn LLP

            


    

    
      	
               
      

            	
              One
      US Bank Plaza

            


    

    
      	
               
      

            	
              St.
      Louis, MO 63101

            


    

     

    
      	
               
      

            	
              Attention:  Thomas
      Proost

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    NOTICE OF
TRANSFER PURSUANT TO REGISTRATION STATEMENT

     

    CCH II,
LLC

    CCH II
Capital Corp.

    12405
Powerscourt Drive

    St.
Louis, Missouri  63131

    Attention:  General
Counsel

     

    The Bank
of New York Mellon Trust Company, N.A., as trustee

    2 North
LaSalle Street, Suite 1020

    Chicago,
Illinois 60602

    Attention:  Trust
Officer

     

    Re:           The
Notes as listed on Annex A attached hereto

     

    Dear
Sirs:

     

    Please be
advised that ________________ has transferred $___________ aggregate principal
amount of the above-referenced Notes pursuant to an effective Registration
Statement on Form S-1 (File No. 333-____) filed by the Issuers and Charter
Communications Holdings, LLC.

     

    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)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annex
A

     

    CCH II
Notes:

    10.25%
Senior Notes due 2013

    


    



    
      
        
          


           

          Ann.
A-1