<PAGE>

                                                                 Exhibit 10.4(b)
                                                                  Conformed Copy



                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

               $450,000,000 12.125% SENIOR DISCOUNT NOTES DUE 2012


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                                January 14, 2002

Salomon Smith Barney Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
TD Securities (USA) Inc.
BMO Nesbitt Burns Corp.
Credit Lyonnais Securities (USA) Inc.
RBC Dominion Securities Corporation
Scotia Capital (USA) Inc.
SunTrust Capital Markets, Inc.
U.S. Bancorp Piper Jaffray Inc.
ABN AMRO Incorporated
First Union Securities, Inc.
CIBC World Markets Corp.
Dresdner Kleinwort Wasserstein - Grantchester, Inc.

c/o Salomon Smith Barney
388 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

Charter Communications Holdings, LLC, a Delaware limited liability company (the
"Company"), and Charter Communications Holdings Capital Corporation, a Delaware
corporation ("Charter Capital" and, together with the Company, the "Issuers"),
propose, subject to the terms and conditions stated herein, to issue and sell to
the Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) their $450,000,000 aggregate principal amount at
maturity of 12.125% Senior Discount Notes due 2012. As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Issuers agree
with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:
<PAGE>
         1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

"Base Interest" shall mean the interest that would otherwise accrue on the Notes
under the terms thereof and the Indenture, without giving effect to the
provisions of this Exchange and Registration Rights Agreement.
The term "broker-dealer" shall mean any broker or dealer registered with the
Commission under the Exchange Act.
"Closing Date" shall mean the date on which the Notes are initially issued.
"Commission" shall mean the United States Securities and Exchange Commission, or
any other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.
"Effective Time," in the case of (i) an Exchange Offer Registration, shall mean
the time and date as of which the Commission declares the Exchange Offer
Registration Statement effective or as of which the Exchange Offer Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.
"Electing Holder" shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Issuers in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof. "Exchange Act" shall mean
the Securities Exchange Act of 1934, or any successor thereto, as the same shall
be amended from time to time. "Exchange Notes" shall have the meaning assigned
thereto in Section 2(a) hereof.
"Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.
"Exchange Offer Registration" shall have the meaning assigned thereto in Section
3(c) hereof.
"Exchange Offer Registration Statement" shall have the meaning assigned thereto
in Section 2(a) hereof. The term "holder" shall mean each of the Purchasers and
other persons who acquire Registrable Securities from time to time (including
any successors or assigns), in each case for so long as such person is a
registered holder of any Registrable Securities.
"Indenture" shall mean the Indenture governing the Notes, dated as of January
14, 2002 between the Issuers and BNY Midwest Trust Company, as Trustee, as the
same shall be amended from time to time.
"Notes" shall mean, collectively, the 12.125% Senior Discount Notes due 2012 of
the Issuers to be issued and sold to the Purchasers pursuant to the Purchase
Agreement, and Notes issued in exchange therefor or in lieu thereof, pursuant to
the Indenture.
"Notice and Questionnaire" means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.
The term "person" shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision thereof
or governmental agency.

                                       2
<PAGE>
"Purchase Agreement" shall mean the Purchase Agreement, dated as of January 8,
2002, between the Purchasers and the Issuers relating to the Notes.
"Purchasers" shall mean the Purchasers named in Schedule I to the Purchase
Agreement.
"Registrable Securities" shall mean the Notes; provided, however, that a Note
shall cease to be a Registrable Security when (i) in the circumstances
contemplated by Section 2(a) hereof, such Note has been exchanged for an
Exchange Note in an Exchange Offer as contemplated in Section 2(a) hereof
(provided that any Exchange Note that, pursuant to the last two sentences of
Section 2(a), is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 hereof until resale of such Registrable Security has been
effected within the 180-day period referred to in Section 2(a)(y)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration
Statement registering such Note under the Securities Act has been declared or
becomes effective and such Note has been sold or otherwise transferred by the
holder thereof pursuant to and in a manner contemplated by such effective Shelf
Registration Statement; (iii) such Note is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Note relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by
the Issuers or pursuant to the Indenture; (iv) such Security is eligible to be
sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to
be outstanding.
"Registration Default" shall have the meaning assigned thereto in Section 2(c)
hereof. "Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.
"Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof.
"Restricted Holder" shall mean (i) a holder that is an affiliate of the Issuers
within the meaning of Rule 405, (ii) a holder who acquires Exchange Notes
outside the ordinary course of such holder's business, (iii) a holder who has
arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing Exchange Notes and (iv) a holder that is a
broker-dealer, but only with respect to Exchange Notes received by such
broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Issuers.
"Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
promulgated under the Securities Act (or any successor provision), as the same
shall be amended from time to time.
"Securities Act" shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time. "Shelf Registration"
shall have the meaning assigned thereto in Section 2(b) hereof.
"Shelf Registration Statement" shall have the meaning assigned thereto in
Section 2(b) hereof. "Special Interest" shall have the meaning assigned thereto
in Section 2(c) hereof.
"subsidiaries" shall mean subsidiaries which would be "significant subsidiaries"
as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act.


                                       3
<PAGE>
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all as the same shall be amended from time to time.
Unless the context otherwise requires, any reference herein to a "Section" or
"clause" refers to a Section or clause, as the case may be, of this Exchange and
Registration Rights Agreement, and the words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Exchange and Registration Rights
Agreement as a whole and not to any particular Section or other subdivision.

         2. Registration Under the Securities Act.

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


                                       4
<PAGE>
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 completed within 210 days
following the Closing Date or (iii) the Exchange Offer is not available to any
holder of the Notes, the Issuers shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by Section
2(a), file under the Securities Act on or prior to 30 business days after the
time such obligation to file arises, a "shelf" registration statement providing
for the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the "Shelf
Registration" and such registration statement, the "Shelf Registration
Statement"). The Issuers agree to use their reasonable best efforts (x) to cause
the Shelf Registration Statement to become or be declared effective by the
Commission no later than 90 days after such obligation to file arises and to
keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of (i) the second anniversary of the Effective Time or
(ii) such time as there are no longer any Registrable Securities outstanding;
provided, however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this clause (y) shall
relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Issuers in accordance with Section 3(d)(iii)
hereof. The Issuers further agree to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Issuers for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Issuers agree to furnish to

                                       5
<PAGE>
each Electing Holder copies of any such supplement or amendment prior to its
being used or promptly following its filing with the Commission.

         (c) In the event that (i) the Issuers have not filed the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement
or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration
statement is required to become or be declared effective pursuant to Section
2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 business days after the initial effective date of the Exchange Offer
Registration Statement relating to the Exchange Offer (if the Exchange Offer is
then required to be made) or (iv) any Exchange Offer Registration Statement or
Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed
and becomes or is declared effective but shall thereafter either be withdrawn by
the Issuers or shall become subject to an effective stop order issued pursuant
to Section 8(d) of the Securities Act suspending the effectiveness of such
registration statement (except as specifically permitted herein) without being
succeeded immediately by an additional registration statement filed and declared
effective (each such event referred to in clauses (i) through (iv), a
"Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "Registration Default Period"), then, as
liquidated damages for such Registration Default, subject to the provisions of
Section 9(b), special interest ("Special Interest"), in addition to the Base
Interest, shall accrue on the average Accreted Value (as defined in the
Indenture) of the outstanding Notes at a per annum rate of 0.25% for the first
90 days of the Registration Default Period, at a per annum rate of 0.50% for the
second 90 days of the Registration Default Period, at a per annum rate of 0.75%
for the third 90 days of the Registration Default Period and at a per annum rate
of 1.0% thereafter for the remaining portion of the Registration Default Period.
All accrued Special Interest shall be paid in cash by the Issuers on each
Interest Payment Date (as defined in the Indenture). Notwithstanding the
foregoing and anything in this Agreement to the contrary, in the case of an
event referred to in clause (ii) above, a "Registration Default" shall be deemed
not to have occurred so long as the Issuers, in their sole reasonable judgment,
are using and continuing to use their reasonable best efforts to cause such
Exchange Offer Registration Statement or Shelf Registration Statement, as the
case may be, to become or be declared effective.

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

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

                                       6
<PAGE>
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.

         3. Registration Procedures.

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

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

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

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

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

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


                                       7
<PAGE>
                  (iii) promptly notify each broker-dealer that has requested or
         received copies of the prospectus included in such registration
         statement, and confirm such advice in writing, (A) when such Exchange
         Offer Registration Statement or the prospectus included therein or any
         prospectus amendment or supplement or post-effective amendment has been
         filed, and, with respect to such Exchange Offer Registration Statement
         or any post-effective amendment, when the same has become effective,
         (B) of any comments by the Commission and by the blue sky or securities
         commissioner or regulator of any state with respect thereto, or any
         request by the Commission for amendments or supplements to such
         Exchange Offer Registration Statement or prospectus or for additional
         information, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of such Exchange Offer Registration
         Statement or the initiation or, to the knowledge of the Issuers,
         threatening of any proceedings for that purpose, (D) if at any time the
         representations and warranties of the Issuers contemplated by Section 5
         hereof cease to be true and correct in all material respects, (E) of
         the receipt by the Issuers of any notification with respect to the
         suspension of the qualification of the Exchange Notes for sale in any
         jurisdiction or the initiation or, to the knowledge of the Issuers,
         threatening of any proceeding for such purpose, or (F) at any time
         during the Resale Period when a prospectus is required to be delivered
         under the Securities Act, that such Exchange Offer Registration
         Statement, prospectus, prospectus amendment or supplement or
         post-effective amendment does not conform in all material respects to
         the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

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

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


                                       8
<PAGE>
                  (vi) use their reasonable best efforts to (A) register or
         qualify the Exchange Notes under the securities laws or blue sky laws
         of such jurisdictions as are contemplated by Section 2(a) no later than
         the commencement of the Exchange Offer, (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         until the expiration of the Resale Period and (C) take any and all
         other actions as may be reasonably necessary or advisable to enable
         each broker-dealer holding Exchange Notes to consummate the disposition
         thereof in such jurisdictions; provided, however, that neither of the
         Issuers shall be required for any such purpose to (1) qualify as a
         foreign corporation or limited liability company, as the case may be,
         in any jurisdiction wherein it would not otherwise be required to
         qualify but for the requirements of this Section 3(c)(vi), (2) consent
         to general service of process in any such jurisdiction or (3) make any
         changes to its certificate of incorporation or by-laws (or other
         organizational document) or any agreement between it and holders of its
         ownership interests;

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

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

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

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

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

                                       9
<PAGE>
         Registration Statement to become or be declared effective within the
         time periods specified in Section 2(b);

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

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

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

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

                  (vi) provide (A) the Electing Holders, (B) the underwriters
         (which term, for purposes of this Exchange and Registration Rights
         Agreement, shall include a person deemed to be an underwriter within
         the meaning of Section 2(a)(11) of the Securities Act), if any,
         thereof, (C) any sales or placement agent

                                       10
<PAGE>
         therefor, (D) counsel for any such underwriter or agent and (E) not
         more than one counsel for all the Electing Holders the opportunity to
         participate in the preparation of such Shelf Registration Statement,
         each prospectus included therein or filed with the Commission and each
         amendment or supplement thereto;

                  (vii) for a reasonable period prior to the filing of such
         Shelf Registration Statement, and throughout the period specified in
         Section 2(b), make available at reasonable times at the Issuers'
         principal place of business or such other reasonable place for
         inspection by the persons referred to in Section 3(d)(vi) who shall
         certify to the Issuers that they have a current intention to sell the
         Registrable Securities pursuant to the Shelf Registration such
         financial and other relevant information and books and records of the
         Issuers, and cause the officers, employees, counsel and independent
         certified public accountants of the Issuers to respond to such
         inquiries, as shall be reasonably necessary, in the judgment of the
         respective counsel referred to in such Section, to conduct a reasonable
         investigation within the meaning of Section 11 of the Securities Act;
         provided, however, that each such party shall be required to maintain
         in confidence and not to disclose to any other person any information
         or records reasonably designated by the Issuers as being confidential,
         until such time as (A) such information becomes a matter of public
         record (whether by virtue of its inclusion in such registration
         statement or otherwise, except as a result of a breach of this or any
         other obligation of confidentiality to the Issuers), or (B) such person
         shall be required so to disclose such information pursuant to a
         subpoena or order of any court or other governmental agency or body
         having jurisdiction over the matter (subject to the requirements of
         such order, and only after such person shall have given the Issuers
         prompt prior written notice of such requirement), or (C) such
         information is required to be set forth in such Shelf Registration
         Statement or the prospectus included therein or in an amendment to such
         Shelf Registration Statement or an amendment or supplement to such
         prospectus in order that such Shelf Registration Statement, prospectus,
         amendment or supplement, as the case may be, complies with applicable
         requirements of the federal securities laws and the rules and
         regulations of the Commission and does not contain an untrue statement
         of a material fact or omit to state therein a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing;

                  (viii)promptly notify each of the Electing Holders, any sales
         or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment,

                                       11
<PAGE>
         when the same has become effective, (B) of any comments by the
         Commission and by the blue sky or securities commissioner or regulator
         of any state with respect thereto, or any request by the Commission for
         amendments or supplements to such Shelf Registration Statement or
         prospectus or for additional information, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of such Shelf
         Registration Statement or the initiation or, to the knowledge of the
         Issuers, threatening of any proceedings for that purpose, (D) if at any
         time the representations and warranties of the Issuers contemplated by
         Section 3(d)(xvii) or Section 5 hereof cease to be true and correct in
         all material respects, (E) of the receipt by the Issuers of any
         notification with respect to the suspension of the qualification of the
         Registrable Securities for sale in any jurisdiction or the initiation
         or, to the knowledge of the Issuers, threatening of any proceeding for
         such purpose, or (F) if at any time when a prospectus is required to be
         delivered under the Securities Act, that such Shelf Registration
         Statement, prospectus, prospectus amendment or supplement or
         post-effective amendment does not conform in all material respects to
         the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder, or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

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

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


                                       12
<PAGE>
                  (xi) furnish to each Electing Holder, each placement or sales
         agent, if any, therefor, each underwriter, if any, thereof and the
         respective counsel referred to in Section 3(d)(vi) hereof an executed
         copy (or, in the case of an Electing Holder, a conformed copy) of such
         Shelf Registration Statement, each such amendment and supplement
         thereto (in each case including all exhibits thereto (in the case of an
         Electing Holder of Registrable Securities, upon request) and documents
         incorporated by reference therein) and such number of copies of such
         Shelf Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be) and of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus), in conformity
         in all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act, and the rules and
         regulations of the Commission thereunder, and such other documents, as
         such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in order to facilitate the offering and disposition
         of the Registrable Securities owned by such Electing Holder, offered or
         sold by such agent or underwritten by such underwriter and to permit
         such Electing Holder, agent and underwriter to satisfy the prospectus
         delivery requirements of the Securities Act; and the Issuers hereby
         consent to the use of such prospectus (including such preliminary and
         summary prospectus) and any amendment or supplement thereto by each
         such Electing Holder and by any such agent and underwriter, in each
         case in the form most recently provided to such person by the Issuers,
         in connection with the offering and sale of the Registrable Securities
         covered by the prospectus (including such preliminary and summary
         prospectus) or any supplement or amendment thereto;

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


                                       13
<PAGE>
         for the requirements of this Section 3(d)(xii), (2) consent to general
         service of process in any such jurisdiction or (3) make any changes to
         its certificate of incorporation or by-laws (or other organizational
         document) or any agreement between it and holders of its ownership
         interests;

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

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

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

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

                  (xvii) whether or not an agreement of the type referred to in
         Section 3(d)(xvi) hereof is entered into, and whether or not any
         portion of the offering contemplated by the Shelf Registration is an
         underwritten offering or is made through a placement or sales agent or
         any other entity, (A) make such representations and warranties to the
         Electing Holders and the placement or sales agent, if any, therefor and
         the underwriters, if any, thereof in form, substance and scope as are
         customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the

                                       14
<PAGE>
         Issuers in customary form, subject to customary limitations,
         assumptions and exclusions, and covering such matters, of the type
         customarily covered by such an opinion, as the managing underwriters,
         if any, or as any Electing Holders of at least 20% in aggregate
         principal amount of the Registrable Securities at the time outstanding
         may reasonably request, addressed to such Electing Holder or Electing
         Holders and the placement or sales agent, if any, therefor and the
         underwriters, if any, thereof and dated the date of the Effective Time
         of such Shelf Registration Statement (and if such Shelf Registration
         Statement contemplates an underwritten offering of a part or all of the
         Registrable Securities, dated the date of the closing under the
         underwriting agreement relating thereto) (it being agreed that the
         matters to be covered by such opinion shall include the matters set
         forth in paragraphs (b) and (d) of Section 7 of the Purchase Agreement
         to the extent applicable to an offering of this type); (C) obtain a
         "cold comfort" letter or letters from the independent certified public
         accountants of the Issuers addressed to the selling Electing Holders,
         the placement or sales agent, if any, therefor or the underwriters, if
         any, thereof, dated (i) the effective date of such Shelf Registration
         Statement and (ii) the effective date of any prospectus supplement to
         the prospectus included in such Shelf Registration Statement or
         post-effective amendment to such Shelf Registration Statement which
         includes unaudited or audited financial statements as of a date or for
         a period subsequent to that of the latest such statements included in
         such prospectus (and, if such Shelf Registration Statement contemplates
         an underwritten offering pursuant to any prospectus supplement to the
         prospectus included in such Shelf Registration Statement or
         post-effective amendment to such Shelf Registration Statement which
         includes unaudited or audited financial statements as of a date or for
         a period subsequent to that of the latest such statements included in
         such prospectus, dated the date of the closing under the underwriting
         agreement relating thereto), such letter or letters to be in customary
         form and covering such matters of the type customarily covered by
         letters of such type; (D) deliver such documents and certificates,
         including officers' certificates, as may be reasonably requested by any
         Electing Holders of at least 20% in aggregate principal amount of the
         Registrable Securities at the time outstanding or the placement or
         sales agent, if any, therefor and the managing underwriters, if any,
         thereof to evidence the accuracy of the representations and warranties
         made pursuant to clause (A) above or those contained in Section 5(a)
         hereof and the compliance with or satisfaction of any agreements or
         conditions contained in the underwriting agreement or other similar
         agreement entered into by the Issuers pursuant to Section 3(d)(xvi);
         and (E) undertake such obligations relating to expense reimbursement,
         indemnification and contribution as are provided in Section 6 hereof;

                  (xviii) notify in writing each holder of Registrable
         Securities of any proposal by the Issuers to amend or waive any
         provision of this Exchange and

                                       15
<PAGE>
         Registration Rights Agreement pursuant to Section 9(h) hereof and of
         any amendment or waiver effected pursuant thereto, each of which
         notices shall contain the substance of the amendment or waiver proposed
         or effected, as the case may be;

                  (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "Conduct Rules") of the National Association of Securities Dealers,
         Inc. ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

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

         (e) In the event that the Issuers would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Issuers shall prepare and furnish to each of the Electing Holders, to each
placement or sales agent, if any, and to each such underwriter, if any, a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of Registrable Securities, such prospectus
conforms in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act, and the rules and regulations of the
Commission thereunder, and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to

                                       16
<PAGE>
make the statements therein not misleading in light of the circumstances then
existing. Each Electing Holder agrees that upon receipt of any notice from the
Issuers pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall
forthwith discontinue the disposition of Registrable Securities pursuant to the
Shelf Registration Statement applicable to such Registrable Securities until
such Electing Holder shall have received copies of such amended or supplemented
prospectus, and if so directed by the Issuers, such Electing Holder shall
deliver to the Issuers (at the Issuers' expense) all copies, other than
permanent file copies, then in such Electing Holder's possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.


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

         4. Registration Expenses.

The Issuers agree, subject to the last sentence of this Section, to bear and to
pay or cause to be paid promptly all expenses incident to the Issuers'
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Notes for offering and sale under the securities laws and
blue sky laws referred to in Section 3(d)(xii) hereof and determination of their
eligibility for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any fees and
disbursements of counsel for the

                                       17
<PAGE>
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Notes for delivery and the expenses of printing or
producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Notes to be disposed of
(including certificates representing the Notes), (d) messenger, telephone and
delivery expenses relating to the offering, sale or delivery of Notes and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any reasonable
fees and expenses for counsel for the Trustee and of any collateral agent or
custodian, (f) internal expenses (including all salaries and expenses of the
Issuers' officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel and independent certified public
accountants of the Issuers (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and compliance),
(h) fees, disbursements and expenses of any "qualified independent underwriter"
engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements
and expenses of one counsel for the Electing Holders retained in connection with
a Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Issuers), (j) any
fees charged by securities rating services for rating the Notes, and (k)
reasonable fees, expenses and disbursements of any other persons, including
special experts, retained by the Issuers in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Issuers
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

         5. Representations, Warranties and Covenants.

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

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

         (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or

                                       18
<PAGE>
furnished pursuant to Section 3(d) or Section 3(c) hereof and any further
amendments or supplements to any such registration statement or prospectus, when
it becomes effective or is filed with the Commission, as the case may be, and,
in the case of an underwritten offering of Registrable Securities, at the time
of the closing under the underwriting agreement relating thereto, will conform
in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and at all times subsequent to the Effective Time when a
prospectus would be required to be delivered under the Securities Act, other
than from (i) such time as a notice has been given to holders of Registrable
Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof
until (ii) such time as the Issuers furnishes an amended or supplemented
prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such
registration statement, and each prospectus (including any summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof,
as then amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing; provided, however, that this covenant
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Issuers by a holder of
Registrable Securities expressly for use therein.

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

         (c) The compliance by the Issuers with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a material
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, lease, license, franchise
agreement, permit or other material agreement or instrument to which either of
the Issuers or any of their subsidiaries is a party or by which either of the
Issuers or any of their subsidiaries is bound or to which any of the property or
assets of the Issuers or any of their subsidiaries is subject, nor will such
action result in

                                       19
<PAGE>
any violation of the provisions of the certificate of formation or limited
liability company agreement of the Company or the certificate of incorporation
or bylaws of Charter Capital or any statute or any order, rule or regulation of
any court or governmental agency or body, including without limitation, the
Communications Act of 1934, as amended, the Cable Communications Policy Act of
1984, as amended, the Cable Television Consumer Protection and Competition Act
of 1992, as amended, and the Telecommunications Act of 1996 (collectively, the
"Cable Acts") or any order, rule or regulation of the Federal Communications
Commission (the "FCC"), having jurisdiction over the Issuers or any of their
subsidiaries or any of their properties, except for any such violation which
would not materially impair the Issuers' ability to comply herewith; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required, including,
without limitation, under the Cable Acts or any order, rule or regulation of the
FCC, for the consummation by the Issuers of the transactions contemplated by
this Exchange and Registration Rights Agreement, except the registration under
the Securities Act of the Notes, qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under State Notes or blue sky laws in
connection with the offering and distribution of the Notes.

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

         6. Indemnification.

         (a) Indemnification by the Issuers. The Issuers , jointly and
severally, (i) will indemnify and hold harmless each of the holders of
Registrable Securities included in an Exchange Offer Registration Statement,
each of the Electing Holders of Registrable Securities included in a Shelf
Registration Statement and each person who participates as a placement or sales
agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Offer Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Issuers to any such holder, Electing Holder, agent
or underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) will reimburse such holder, such Electing Holder, such
agent and such underwriter for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however,

                                       20
<PAGE>
that neither of the Issuers shall be liable to any such persons in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Issuers by such persons
expressly for use therein.

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

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any

                                       21
<PAGE>
such action shall be brought against any indemnified party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.

                                       22
<PAGE>
Notwithstanding the provisions of this Section 6(d), no holder shall be required
to contribute any amount in excess of the amount by which the dollar amount of
the proceeds received by such holder from the sale of any Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto) exceeds
the amount of any damages which such holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

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

         7. Underwritten Offerings.

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

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

                                       23
<PAGE>
and other documents reasonably required under the terms of such underwriting
arrangements.

         8. Rule 144.

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

         9. Miscellaneous.

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

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

         (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) when delivered by hand, if delivered personally or by courier,
(ii) when sent by facsimile (with written confirmation of receipt), provided
that a copy is mailed by registered or certified mail, return receipt requested
or (iii) three days after being deposited in the mail (registered or certified
mail, postage prepaid, return receipt requested) as follows: If to the Issuers,
c/o Charter Communications Holdings, LLC,

                                       24
<PAGE>
12405 Powerscourt Drive, St. Louis, Missouri, 63131, Attention: Secretary, and
if to a holder, to the address of such holder set forth in the security register
or other records of the Issuers, or to such other address as the Issuers or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

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

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

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

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

                                       25
<PAGE>
         (h) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Notes) or delivered pursuant hereto which form a part hereof contain
the entire understanding of the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement may be amended and the observance of
any term of this Exchange and Registration Rights Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Issuers and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

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

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


                                       26
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Issuers.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Issuers for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


                        Very truly yours,

                        CHARTER COMMUNICATIONS HOLDINGS, LLC, as
                            an Issuer


                        By: /s/ Kent D. Kalkwarf
                            ---------------------------------------------
                            Name: Kent D. Kalkwarf
                            Title: Executive Vice President and Chief Financial
                                   Officer


                        CHARTER COMMUNICATIONS HOLDINGS
                            CAPITAL CORPORATION, as an Issuer


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


                                       27
<PAGE>
Accepted as of the date hereof:

SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.
FLEET SECURITIES, INC.
TD SECURITIES (USA) INC.
BMO NESBITT BURNS CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
RBC DOMINION SECURITIES CORPORATION
SCOTIA CAPITAL (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
U.S. BANCORP PIPER JAFFRAY INC.
ABN AMRO INCORPORATED
FIRST UNION SECURITIES, INC.
CIBC WORLD MARKETS CORP.
DRESDNER KLEINWORT WASSERSTEIN - GRANTCHESTER, INC.


By:  SALOMON SMITH BARNEY INC.

By: /s/ Christopher L. Clipper
    ----------------------------------
    Name:  Christopher L. Clipper
    Title:  Vice President

By: BANC OF AMERICA SECURITIES LLC

By: /s/ Christopher R. Mitchell
    ----------------------------------
    Name:  Christopher R. Mitchell
    Title:  Vice President

By: J.P. MORGAN SECURITIES INC.

By: /s/ Les Levi
    ----------------------------------
   Name:  Les Levi
   Title:  Managing Director


                                       28
<PAGE>
                                                                       EXHIBIT A


                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

The Depository Trust Issuers ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Charter Communications Holdings, LLC
(the "Company") and Charter Communications Holdings Capital Corporation
("Charter Capital" and, together with the Company, the "Issuers") 12.125% Senior
Discount Notes due 2012 (the "Notes") are held.
The Issuers are in the process of registering the Notes under the Securities Act
of 1933, as amended, for resale by the beneficial owners thereof. In order to
have their Notes included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.
It is important that beneficial owners of the Notes receive a copy of the
enclosed materials as soon as possible as their rights to have the Notes
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the Notes
through you. If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact the Issuers c/o Charter
Communications Holdings, LLC, Charter Plaza, 12405 Powerscourt Drive, St. Louis,
Missouri, 63131, Attention: Secretary.
(a) Not less than 28 calendar days from date of mailing.


                                      A-1
<PAGE>
                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between Charter Communications
Holdings, LLC and Charter Communications Holdings Capital Corporation (together,
the "Issuers"), and the Purchasers named therein. Pursuant to the Exchange and
Registration Rights Agreement, the Issuers have filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Issuers' 12.125% Senior Discount Notes due 2012 (the "Notes"). A copy of
the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement. Each beneficial owner
of Registrable Securities is entitled to have the Registrable Securities
beneficially owned by it included in the Shelf Registration Statement. In order
to have Registrable Securities included in the Shelf Registration Statement,
this Notice of Registration Statement and Selling Securityholder Questionnaire
("Notice and Questionnaire") must be completed, executed and delivered to the
Issuers' counsel at the address set forth herein for receipt ON OR BEFORE
[Deadline for Response]. Beneficial owners of Registrable Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of
Registrable Securities. Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and related
prospectus. Accordingly, holders and beneficial owners of Registrable Securities
are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in
the Shelf Registration Statement and related prospectus.

                                      A-2
<PAGE>
                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto. Upon any sale of Registrable Securities pursuant to
the Shelf Registration Statement, the Selling Securityholder will be required to
deliver to the Issuers and the Trustee the Notice of Transfer set forth in
Exhibit B to the Exchange and Registration Rights Agreement. The Selling
Securityholder hereby provides the following information to the Issuers and
represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE


(1) (a) Full Legal Name of Selling Securityholder:
(b) Full Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) below:
(c) Full Legal Name of DTC Participant (if applicable and if not the same as (b)
above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2) Address for Notices to Selling Securityholder:

_____________________________________

_____________________________________

_____________________________________


Telephone:        _____________________________________

Fax:              _____________________________________

Contact Person:   _____________________________________

(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:____________________________________


                                      A-3
<PAGE>
      (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


                                      A-4
<PAGE>
      short positions, or loan or pledge Registrable Securities to broker-
      dealers that in turn may sell such Notes.

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

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

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

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

(i)   To the Issuers:
      -------------------------

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

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

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

      -------------------------
(ii)  With a copy to:
      -------------------------

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

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



                                      A-5
<PAGE>
      -------------------------

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


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.



                                      A-6
<PAGE>
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: ___________________________

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

By____________________________________________________________
         Name:
         Title:



                                      A-7
<PAGE>
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS' COUNSEL AT:

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

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

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

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

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



                                      A-8
<PAGE>
              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

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

Attention: Trust Officer

       Re:   Charter Communications Holdings, LLC
       and Charter Communications Holdings Capital Corporation
      (together, the "Issuers") 12.125% Senior Discount Notes due 2012

Dear Sirs:

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

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

Dated:

Very truly yours,

__________________________________
            (Name)
By: ______________________________
            (Authorized Signature)
s