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                                                                 Exhibit 10.2(b)
                                                                  Conformed Copy


                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                    $350,000,000 9.625% SENIOR NOTES DUE 2009


                   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 $350,000,000 aggregate principal
amount of 9.625% Senior Notes due 2009 issued on January 14, 2002. 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
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defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

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

      "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.


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      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 May
15, 2001 between the Issuers and BNY Midwest Trust Company, as Trustee, as the
same shall be amended from time to time.

      "Notes" shall mean, collectively, the 9.625% Senior Notes due 2009 of the
Issuers to be issued and sold to the Purchasers 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.

      "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.


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      "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.

      "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.


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<PAGE>
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 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


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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 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


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

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

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

      3.    Registration Procedures.

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


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

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

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

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

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

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


                                       8
<PAGE>
      request by the Commission for amendments or supplements to such Exchange
      Offer Registration Statement or prospectus or for additional information,
      (C) of the issuance by the Commission of any stop order suspending the
      effectiveness of such Exchange Offer Registration Statement or the
      initiation or, to the knowledge of the Issuers, threatening of any
      proceedings for that purpose, (D) if at any time the representations and
      warranties of the Issuers contemplated by Section 5 hereof cease to be
      true and correct in all material respects, (E) of the receipt by the
      Issuers of any notification with respect to the suspension of the
      qualification of the Exchange Notes for sale in any jurisdiction or the
      initiation or, to the knowledge of the Issuers, threatening of any
      proceeding for such purpose, or (F) at any time during the Resale Period
      when a prospectus is required to be delivered under the Securities Act,
      that such Exchange Offer Registration Statement, prospectus, prospectus
      amendment or supplement or post-effective amendment does not conform in
      all material respects to the applicable requirements of the Securities Act
      and the Trust Indenture Act and the rules and regulations of the
      Commission thereunder, or contains an untrue statement of a material fact
      or omits to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing;

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

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

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


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      be required for any such purpose to (1) qualify as a foreign corporation
      or limited liability company, as the case may be, in any jurisdiction
      wherein it would not otherwise be required to qualify but for the
      requirements of this Section 3(c)(vi), (2) consent to general service of
      process in any such jurisdiction or (3) make any changes to its
      certificate of incorporation or by-laws (or other organizational document)
      or any agreement between it and holders of its ownership interests;

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

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

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

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

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

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


                                       10
<PAGE>
      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 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


                                       11
<PAGE>
      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, 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


                                       12
<PAGE>
      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;

            (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


                                       13
<PAGE>
      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
      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;


                                       14
<PAGE>
            (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 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


                                       15
<PAGE>
      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 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


                                       16
<PAGE>
      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 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.


                                       17
<PAGE>
      (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 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


                                       18
<PAGE>
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 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


                                       19
<PAGE>
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 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


                                       20
<PAGE>
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, 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.


                                       21
<PAGE>
      (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 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


                                       22
<PAGE>
thereof, such indemnifying party shall not be liable to such indemnified party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

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


                                       23
<PAGE>
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to
the principal amount of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.

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

      7.    Underwritten Offerings.

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

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

      8.    Rule 144.

      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


                                       24
<PAGE>
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, 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.


                                       25
<PAGE>
      (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.

      (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


                                       26
<PAGE>
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.


                                       27
<PAGE>
      If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Issuers.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Issuers for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                        Very truly yours,

                        CHARTER COMMUNICATIONS HOLDINGS, LLC, as
                            an Issuer


                        By: /s/ 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


                                       28
<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


                                       29
<PAGE>
                                                                       EXHIBIT A





                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

      The Depository Trust Issuers ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Charter Communications
Holdings, LLC (the "Company") and Charter Communications Holdings Capital
Corporation ("Charter Capital" and, together with the Company, the "Issuers")
9.625% Senior Notes due 2009 issued on January 14, 2002 (the "Notes") are held.

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

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

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


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

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

      Reference is hereby made to the Exchange and Registration Rights Agreement
(the "Exchange and Registration Rights Agreement") between Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation (together, the "Issuers"), and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Issuers have
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Issuers' 9.625% Senior Notes
due 2009 issued on January 14, 2002 (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


                                      A-2
<PAGE>
counsel regarding the consequences of being named or not being named as a
selling securityholder in the Shelf Registration Statement and related
prospectus.


                                      A-3
<PAGE>
                                    ELECTION

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

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

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

                                  QUESTIONNAIRE

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

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

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

(2)   Address for Notices to Selling Securityholder:

      _____________________________________

      _____________________________________

      _____________________________________

      Telephone:        ___________________________________________

      Fax:              ___________________________________________

      Contact Person:   ___________________________________________


                                      A-4
<PAGE>
(3)   Beneficial Ownership of Notes:

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

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

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

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

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

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

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

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

      State any exceptions here:

(5)   Relationships with the Issuers:

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

      State any exceptions here:

(6)   Plan of Distribution:

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


                                      A-5
<PAGE>
      broker-dealers or agents. Such Registrable Securities may be sold in one
      or more transactions at fixed prices, at prevailing market prices at the
      time of sale, at varying prices determined at the time of sale, or at
      negotiated prices. Such sales may be effected in transactions (which may
      involve crosses or block transactions) (i) on any national securities
      exchange or quotation service on which the Registered Notes may be listed
      or quoted at the time of sale, (ii) in the over-the-counter market, (iii)
      in transactions otherwise than on such exchanges or services or in the
      over-the-counter market, or (iv) through the writing of options. In
      connection with sales of the Registrable Securities or otherwise, the
      Selling Securityholder may enter into hedging transactions with
      broker-dealers, which may in turn engage in short sales of the Registrable
      Securities in the course of hedging the positions they assume. The Selling
      Securityholder may also sell Registrable Securities short and deliver
      Registrable Securities to close out such short positions, or loan or
      pledge Registrable Securities to broker-dealers that in turn may sell such
      Notes.

      State any exceptions here:

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

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

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

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


                                      A-6
<PAGE>
      (i)   To the Issuers:

      _________________________

      _________________________

      _________________________

      _________________________

      _________________________

      (ii)  With a copy to:

      _________________________

      _________________________

      _________________________

      _________________________

      _________________________

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

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

Dated: ___________________________

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

      By____________________________________________________________
            Name:
            Title:


                                      A-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>
                                                                       EXHIBIT B





              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

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

Attention: Trust Officer

      Re:  Charter Communications Holdings, LLC
      and Charter Communications Holdings Capital Corporation
      (together, the "Issuers") 9.625% Senior Notes due 2009 issued
      on January 14, 2002

Dear Sirs:

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

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

Dated:

      Very truly yours,

      ______________________________
            (Name)

      By: ______________________________
            (Authorized Signature)


                                      B-1