Exhibit 10.2


     

    Exhibit
      10.2

     

     

    CCO
      HOLDINGS, LLC

    CCO
      HOLDINGS CAPITAL CORP.

    


    $300,000,000

    


    8-3/4%
      SENIOR NOTES DUE 2013 

    


    EXCHANGE
      AND REGISTRATION RIGHTS AGREEMENT

     

    August
      17, 2005

    J.P.
      Morgan Securities Inc.

    Credit
      Suisse First Boston LLC

    Banc
      of
      America Securities LLC

    As
      representatives ("Representatives") of the Several Purchasers

    c/o
      J.P.
      Morgan Securities Inc.

    270
      Park
      Avenue

    New
      York,
      New York 10017

     

    Ladies
      and Gentlemen:

     

    CCO
      Holdings, LLC, a Delaware limited liability company (the "Company"), and CCO
      Holdings Capital Corp., a Delaware corporation ("CCO Holdings Capital" and,
      together with the Company, the "Issuers"), propose, subject to the terms and
      conditions stated herein, to issue and sell to the Purchasers (as defined
      herein) upon the terms set forth in the Purchase Agreement (as defined herein)
      $300,000,000 aggregate principal amount of their 8-3/4% Senior Notes due 2013,
      issued on August 17, 2005. As an inducement to the Purchasers
      to enter
      into the Purchase Agreement and in satisfaction of a condition to the
      obligations of the Purchasers thereunder, the Issuers agree with the Purchasers
      for the benefit of holders (as defined herein) from time to time of the
      Registrable Securities (as defined herein) as follows:

     

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

     

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

     

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

     

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

     

    "Closing
      Date" shall mean August 17, 2005.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    "Indenture"
      shall mean the Indenture governing the Notes, dated as of
      November 10, 2003 between the Issuers and Wells Fargo Bank, N.A.,
      as
      Trustee, as supplemented by a supplemental indenture dated as of August 17,
      2005, as the same shall be amended from time to time.

     

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

     

    "Notes"
      shall mean, collectively, the 8-3/4% Senior Notes due 2013 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.

    
       

      
        
          
          

        

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

     

    "Purchase
      Agreement" shall mean the Purchase Agreement, dated August 11, 2005,
      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 (and to the extent set forth in clause (i)
      of
      this paragraph and in Section 2(d), certain Exchange Notes); provided, however,
      that a Note or Exchange Note shall cease to be a Registrable Security when
      (i)
      in the circumstances contemplated by Section 2(a) hereof, such Note has been
      exchanged for an Exchange Note in an Exchange Offer as contemplated in Section
      2(a) hereof (provided that any Exchange Note that, pursuant to the penultimate
      sentence of Section 2(a), is included in a prospectus for use in connection
      with
      resales by broker-dealers shall be deemed to be a Registrable Security with
      respect to Sections 5, 6 and 9 hereof until resale of such Registrable Security
      has been effected within the 180-day period referred to in Section 2(a)(y));
      (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
      Registration Statement registering such Note or Exchange Note under the
      Securities Act has been declared or becomes effective and such Note or Exchange
      Note has been sold or otherwise transferred by the holder thereof pursuant
      to
      and in a manner contemplated by such effective Shelf Registration Statement;
      (iii) such Note or Exchange Note is sold pursuant to Rule 144 under
      circumstances in which any legend borne by such Note or Exchange Note relating
      to restrictions on transferability thereof, under the Securities Act or
      otherwise, is removed by the Issuers or pursuant to the Indenture; (iv) such
      Note or Exchange Note is eligible to be sold pursuant to paragraph (k) of Rule
      144; or (v) such Note or Exchange Note shall cease to be
      outstanding.

     

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

     

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

     

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

     

    "Resale
      Period" shall have the meaning assigned thereto in Section 2(a)
      hereof.

     

    "Restricted
      Holder" shall mean (i) a holder that is an affiliate of the Issuers within
      the
      meaning of Rule 405, (ii) a holder who acquires Exchange Notes outside the
      ordinary course of such holder’s business, (iii) a holder who has arrangements
      or understandings with any person to participate in the Exchange Offer for
      the
      purpose of distributing Exchange Notes and (iv) a holder that is a
      broker-dealer, but only with respect to Exchange Notes received by such
      broker-dealer pursuant to an Exchange Offer in exchange for Registrable
      Securities acquired by the broker-dealer directly from the Issuers.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    2.  Registration
      Under the Securities Act.

     

    (a)  Except
      as
      set forth in Section 2(b) below, the Issuers agree to file under the Securities
      Act, as soon as practicable, but no later than 90 days after the Closing Date,
      a
      registration statement relating to an offer to exchange (such registration
      statement, the "Exchange Offer Registration Statement", and such offer, the
      "Exchange Offer") any and all of the Notes for a like aggregate principal amount
      of notes issued by the Issuers, which notes are substantially identical in
      all
      material respects to the Notes (and are entitled to the benefits of the
      Indenture which has been qualified under the Trust Indenture Act), except that
      they have been registered pursuant to an effective registration statement under
      the Securities Act and do not contain provisions for the additional interest
      contemplated in Section 2(c) below (such notes hereinafter called "Exchange
      Notes"). The Issuers agree to use their reasonable best efforts to cause the
      Exchange Offer Registration Statement to become or be declared effective under
      the Securities Act as soon as practicable, but no later than 210 days after
      the
      Closing Date. The Exchange Offer will be registered under the Securities Act
      on
      the appropriate form and will comply with the Exchange Act. The Issuers further
      agree to use their reasonable best efforts to complete the Exchange Offer
      promptly, but no later than 30 business days or longer, if required by the
      federal securities laws, after such registration statement has become effective,
      hold the Exchange Offer open for at 

    
       

      
        
          
          

        

        
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        least
          20
          business days (calculated in accordance with the Exchange Act) and exchange
          Exchange Notes for all Registrable Securities that have been properly tendered
          and not withdrawn on or prior to the expiration of the Exchange Offer.
          The
          Exchange Offer will be deemed to have been completed only if the Exchange
          Notes
          received by holders, other than Restricted Holders, in the Exchange Offer
          in
          exchange for Registrable Securities are, upon receipt, transferable by
          each such
          holder without restriction under the Securities Act and the Exchange Act
          and
          without material restrictions under the blue sky or securities laws of
          a
          substantial majority of the States of the United States of America. The
          Exchange
          Offer shall be deemed to have been completed upon the earlier to occur
          of (i)
          the Issuers having exchanged the Exchange Notes for all outstanding Registrable
          Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged,
          pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities
          that have been properly tendered and not withdrawn before the expiration
          of the
          Exchange Offer. The Issuers agree (x) to include in the Exchange Offer
          Registration Statement a prospectus for use in any resales by any holder
          of
          Exchange Notes that is a broker-dealer and (y) to keep such Exchange Offer
          Registration Statement effective for a period (the "Resale Period") beginning
          when Exchange Notes are first issued in the Exchange Offer and ending upon
          the
          earlier of the expiration of the 180th day after the Exchange Offer has
          been
          completed or such time as such broker-dealers no longer own any Registrable
          Securities. With respect to such Exchange Offer Registration Statement,
          such
          holders shall have the benefit of the rights of indemnification and contribution
          set forth in Sections 6(a), (c), (d) and (e) hereof.

      

    

     

    (b)  If
      (i) on
      or prior to the time the Exchange Offer is completed existing law or Commission
      policy or interpretations are changed such that the Exchange Notes received
      by
      holders, other than Restricted Holders, in the Exchange Offer in exchange for
      Registrable Securities are not or would not be, upon receipt, transferable
      by
      each such holder without restriction under the Securities Act, (ii) the Exchange
      Offer Registration Statement has not been declared effective under the
      Securities Act within 210 days following the Closing Date, or completed within
      30 business days after the effectiveness of the Exchange Offer Registration
      Statement, or longer, if required by the federal securities laws, (iii) any
      Purchaser so requests with respect to Registrable Securities that are not
      eligible to be exchanged for Exchange Notes in the Exchange Offer and that
      are
      held by it following the consummation of the Exchange Offer, or (iv) the
      Exchange Offer is not available to any holder (other than a Purchaser), the
      Issuers shall, in lieu of (or, in the case of clause (iii) or (iv), in addition
      to) conducting the Exchange Offer contemplated by Section 2(a), file a "shelf"
      registration statement in accordance with the remainder of this Section 2(b)
      below, under the Securities Act. The Issuers shall, on or prior to 30 business
      days after the time such obligation to file arises, file a "shelf" registration
      statement providing for the registration of, and the sale on a continuous or
      delayed basis by the holders of, all the Registrable Securities, pursuant to
      Rule 415 or any similar rule that may be adopted by the Commission (such filing,
      the "Shelf Registration" and such registration statement, the "Shelf
      Registration Statement"). The Issuers agree to use their reasonable best efforts
      (x) to cause the Shelf Registration Statement to become or be declared effective
      by the Commission no later than 90 days after such obligation to file arises
      and
      to keep such Shelf Registration Statement continuously effective for a period
      ending on the earlier of (i) the second anniversary of the Effective Time or
      (ii) such time as there are no longer any Registrable Securities outstanding;
      provided, however, that no holder (other than a Purchaser) shall be entitled
      to
      be named as a selling securityholder in the Shelf Registration Statement or
      to
      use the prospectus forming a part thereof for resales of 

    
       

      
        
          
          

        

        
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        Registrable
          Securities unless such holder is an Electing Holder, and (y) after the
          Effective
          Time of the Shelf Registration Statement, promptly upon the request of
          any
          holder of Registrable Securities that is not then an Electing Holder, to
          take
          any action reasonably necessary to enable such holder to use the prospectus
          forming a part thereof for resales of Registrable Securities, including,
          without
          limitation, any action necessary to identify such holder as a selling
          securityholder in the Shelf Registration Statement, provided, however,
          that
          nothing in this clause (y) shall relieve any such holder of the obligation
          to
          return a completed and signed Notice and Questionnaire to the Issuers in
          accordance with Section 3(e)(iii) hereof. The Issuers further agree to
          supplement or make amendments to the Shelf Registration Statement, as and
          when
          required by the rules, regulations or instructions applicable to the
          registration form used by the Issuers for such Shelf Registration Statement
          or
          by the Securities Act for shelf registration, and the Issuers agree to
          furnish
          to each Electing Holder copies of any such supplement or amendment prior
          to its
          being used or promptly following its filing with the
          Commission.

      

    

     

    (c)  In
      the
      event that (i) the Issuers have not filed the Exchange Offer Registration
      Statement or Shelf Registration Statement on or before the date on which such
      registration statement is required to be filed pursuant to Section 2(a) or
      2(b),
      respectively, or (ii) such Exchange Offer Registration Statement or Shelf
      Registration Statement has not become effective or been declared effective
      by
      the Commission on or before the date on which such registration statement is
      required to become or be declared effective pursuant to Section 2(a) or 2(b),
      respectively, or (iii) the Exchange Offer has not been consummated 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
      Transfer Restricted Notes (as defined below) affected by such Registration
      Default at a per annum rate of 0.25% for the first 90 days of the Registration
      Default Period, at a per annum rate of 0.50% for the second 90 days of the
      Registration Default Period, at a per annum rate of 0.75% for the third 90
      days
      of the Registration Default Period and at a per annum rate of 1.00% thereafter
      for the remaining portion of the Registration Default Period. All accrued
      Special Interest shall be paid in cash by the Issuers on each Interest Payment
      Date (as defined in the Indenture). Notwithstanding the foregoing and anything
      in this Agreement to the contrary, in the case of an event referred to in clause
      (ii) above, a "Registration Default" shall be deemed not to have occurred so
      long as the Issuers have used and are continuing to use their reasonable best
      efforts to cause such Exchange Offer Registration Statement or Shelf
      Registration Statement, as the case may be, to become or be declared effective.
      For purposes of this Agreement, "Transfer Restricted Notes" shall mean, with
      respect to any Registration Default, any Notes or Exchange Notes which have
      not
      ceased being Registrable Securities pursuant to the definition thereof in
      Section 1 of this Agreement.

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  prepare
      and file with the Commission, as soon as practicable but no later than 90 days
      after the Closing Date, an Exchange Offer Registration Statement on any form
      which may be utilized by the Issuers and which shall permit the Exchange Offer
      and resales of Exchange Notes by broker-dealers during the Resale Period to
      be
      effected as contemplated by Section 2(a), and use their reasonable best efforts
      to cause such Exchange Offer Registration Statement to become or be declared
      effective as soon as practicable thereafter, but no later than 210 days after
      the Closing Date;

    
       

      
        
          
          

        

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

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

     

    (iv)  in
      the
      event that the Issuers would be required, pursuant to Section 3(c)(iii)(F)
      above, to notify the Purchasers and any broker-dealers holding Exchange Notes,
      the Issuers shall prepare and furnish to each such holder a reasonable number
      of
      copies of a prospectus supplemented or amended so that, as thereafter delivered
      to purchasers of such Exchange Notes during the Resale Period, such prospectus
      conforms in all material respects to the applicable requirements 

    
       

      
        
          
          

        

        
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        of
          the
          Securities Act and the Trust Indenture Act and shall not contain an untrue
          statement of a material fact or omit to state a material fact required
          to be
          stated therein or necessary to make the statements therein not misleading
          in
          light of the circumstances then existing;

      

    

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

    (xvi)  for
      a
      reasonable period prior to the filing of such Exchange Offer Registration
      Statement, make available at reasonable times at the Issuers’ principal place of
      business, or such other reasonable place for inspection by Purchasers


    
       

      
        
          
          

        

        
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        such
          financial and other relevant information and books and records of the Issuers,
          each of their subsidiaries and, as relevant, Parent Companies (as defined
          herein), and cause each of their officers, employees, counsel and independent
          certified public accountants, to supply all relevant information and to
          respond
          to such inquiries, as shall be reasonably necessary, in the judgment of
          the
          Purchasers’ counsel, to conduct a reasonable investigation within the meaning of
          Section 11 of the Securities Act; provided, however, that each such party
          shall
          be required to maintain in confidence and not to disclose to any other
          person
          any information or records reasonably designated by the Issuers as being
          confidential, until such time as (A) such information becomes a matter
          of public
          record (whether by virtue of its inclusion in such registration statement
          or
          otherwise, except as a result of a breach of this or any other obligation
          of
          confidentiality to the Issuers), or (B) such person shall be required so
          to
          disclose such information pursuant to a subpoena or order of any court
          or other
          governmental agency or body having jurisdiction over the matter (subject
          to the
          requirements of such order, and only after such person shall have given
          the
          Issuers prompt prior written notice of such requirement), or (C) such
          information is required to be set forth in such Exchange Offer Registration
          Statement or the prospectus included therein or in an amendment to such
          Exchange
          Offer Registration Statement or an amendment or supplement to such prospectus
          in
          order that such Exchange Offer Registration Statement, prospectus, amendment
          or
          supplement, as the case may be, complies with applicable requirements of
          the
          federal securities laws and the rules and regulations of the Commission
          and does
          not contain an untrue statement of a material fact or omit to state therein
          a
          material fact required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing, provided
          further, however, that notwithstanding anything to the contrary in this
          clause
          (xvi), any such person (and each employee, representative, or other agent
          of
          such person) may disclose to any and all persons, without limitation, the
          U.S.
          tax treatment and any facts that may be relevant to the tax structure of
          the
          matters covered by and relating to this Agreement (including opinions or
          other
          tax analysis that are provided to such party relating to such tax treatment
          and
          tax structure); provided, however, that no person (and no employee,
          representative, or other agent of any person) shall disclose any other
          information that is not relevant to understanding the tax treatment and
          tax
          structure of the matters covered by and relating to this Agreement (including
          the identity of any party and any information that could lead another to
          determine the identity of any party), or any other information to the extent
          that such non-disclosure is reasonably necessary in order to comply with
          applicable securities law.

      

    

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

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

     

    (iv)  as
      soon
      as practicable prepare and file with the Commission such amendments and
      supplements to such Shelf Registration Statement and the prospectus included
      therein as may be necessary to effect and maintain the effectiveness of such
      Shelf Registration Statement for the period specified in Section 2(b) and as
      may
      be required by the applicable rules and regulations of the Commission and the
      instructions applicable to the form of such Shelf Registration Statement,


    
       

      
        
          
          

        

        
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        and
          furnish to the Electing Holders copies of any such supplement or amendment
          simultaneously with or prior to its being used or filed with the
          Commission;

      

    

     

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

     

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

     

    (vii)  for
      a
      reasonable period prior to the filing of such Shelf Registration Statement,
      and
      throughout the period specified in Section 2(b), make available at reasonable
      times at the Issuers’ principal place of business, or such other reasonable
      place for inspection by the persons referred to in Section 3(e)(vi) who shall
      certify to the Issuers that they have a current intention to sell the
      Registrable Securities pursuant to the Shelf Registration such financial and
      other relevant information and books and records of the Issuers, each of their
      subsidiaries and, as relevant, Parent Companies, and cause each of their
      officers, employees, counsel and independent certified public accountants to
      supply all relevant information and to respond to such inquiries, as shall
      be
      reasonably necessary, in the judgment of the respective counsel referred to
      in
      such Section, to conduct a reasonable investigation within the meaning of
      Section 11 of the Securities Act; provided, however, that each such party shall
      be required to maintain in confidence and not to disclose to any other person
      any information or records reasonably designated by the Issuers as being
      confidential, until such time as (A) such information becomes a matter of public
      record (whether by virtue of its inclusion in such registration statement or
      otherwise, except as a result of a breach of this or any other obligation of
      confidentiality to the Issuers), or (B) such person shall be required so to
      disclose such information pursuant to a subpoena or order of any court or other
      governmental agency or body having jurisdiction over the matter (subject to
      the
      requirements of such order, and only after such person shall have given the
      Issuers prompt prior written notice of such requirement), or (C) such
      information is required to be set forth in such Shelf Registration Statement
      or
      the prospectus included therein or in an amendment to such Shelf Registration
      Statement or an 

    
       

      
        
          
          

        

        
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        amendment
          or supplement to such prospectus in order that such Shelf Registration
          Statement, prospectus, amendment or supplement, as the case may be, complies
          with applicable requirements of the federal securities laws and the rules
          and
          regulations of the Commission and does not contain an untrue statement
          of a
          material fact or omit to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading in light
          of
          the circumstances then existing, provided further, however, that notwithstanding
          anything to the contrary in this clause (vii), any such person (and each
          employee, representative, or other agent of such person) may disclose to
          any and
          all persons, without limitation, the U.S. tax treatment and any facts that
          may
          be relevant to the tax structure of the matters covered by and relating
          to this
          Agreement (including opinions or other tax analysis that are provided to
          such
          party relating to such tax treatment and tax structure); provided,
          however,
          that no
          person (and no employee, representative, or other agent of any person)
          shall
          disclose any other information that is not relevant to understanding the
          tax
          treatment and tax structure of the matters covered by and relating to this
          Agreement (including the identity of any party and any information that
          could
          lead another to determine the identity of any party), or any other information
          to the extent that such non-disclosure is reasonably necessary in order
          to
          comply with applicable securities law;

      

    

     

    (viii)  promptly
      notify each of the Purchasers, the Electing Holders, any sales or placement
      agent therefor and any underwriter thereof (which notification may be made
      through any managing underwriter that is a representative of such underwriter
      for such purpose) and confirm such advice in writing, (A) when such Shelf
      Registration Statement or the prospectus included therein or any prospectus
      amendment or supplement or post-effective amendment has been filed, and, with
      respect to such Shelf Registration Statement or any post-effective amendment,
      when the same has become effective, (B) of any comments by the Commission and
      by
      the blue sky or securities commissioner or regulator of any state with respect
      thereto, or any request by the Commission for amendments or supplements to
      such
      Shelf Registration Statement or prospectus or for additional information, (C)
      of
      the issuance by the Commission of any stop order suspending the effectiveness
      of
      such Shelf Registration Statement or the initiation or, to the knowledge of
      the
      Issuers, threatening of any proceedings for that purpose, (D) if at any time
      the
      representations and warranties of the Issuers contemplated by Section 3(e)(xvii)
      or Section 5 hereof cease to be true and correct in all material respects,
      (E)
      of the receipt by the Issuers of any notification with respect to the suspension
      of the qualification of the Registrable Securities for sale in any jurisdiction
      or the initiation or, to the knowledge of the Issuers, threatening of any
      proceeding for such purpose, or (F) if at any time when a prospectus is required
      to be delivered under the Securities Act, that such Shelf Registration
      Statement, prospectus, prospectus amendment or supplement or post-effective
      amendment does not conform in all material respects to the applicable
      requirements of the Securities Act and the Trust Indenture Act, or contains
      an
      untrue statement of a material fact or omits to state any material fact required
      to be stated therein or necessary to make the statements therein not misleading
      in light of the circumstances then existing;

    
       

      
        
          
          

        

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

     

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

     

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

    
       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

    

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

     

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

     

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

     

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

     

    (xvi)  enter
      into one or more underwriting agreements, engagement letters, agency agreements,
      "best efforts" underwriting agreements or similar agreements, as appropriate,
      including customary provisions relating to indemnification and contribution
      (but
      no less favorable than those set forth in Section 6 with respect to all parties
      indemnified under Section 6), unless such provisions are ac-

    
       

      
        
          
          

        

        
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        ceptable
          to Electing Holders of at least 50% in aggregate principal amount and any
          managing underwriters, and take such other actions in connection therewith
          as
          any Electing Holders of at least 20% in aggregate principal amount of the
          Registrable Securities at the time outstanding shall request in order to
          expedite or facilitate the disposition of such Registrable
          Securities;

      

    

     

    (xvii)  whether
      or not an agreement of the type referred to in Section 3(e)(xvi) hereof is
      entered into, and whether or not any portion of the offering contemplated by
      the
      Shelf Registration is an underwritten offering or is made through a placement
      or
      sales agent or any other entity, (A) make such representations and warranties
      to
      the Electing Holders and the placement or sales agent, if any, therefor and
      the
      underwriters, if any, thereof in form, substance and scope as are customarily
      made in connection with an offering of debt securities pursuant to any
      appropriate agreement or to a registration statement filed on the form
      applicable to the Shelf Registration; (B) obtain an opinion of counsel to the
      Issuers in customary form, subject to customary limitations, assumptions and
      exclusions, and covering such matters, of the type customarily covered by such
      an opinion, as the managing underwriters, if any, or as any Electing Holders
      of
      at least 20% in aggregate principal amount of the Registrable Securities at
      the
      time outstanding may reasonably request, addressed to such Electing Holder
      or
      Electing Holders and the placement or sales agent, if any, therefor and the
      underwriters, if any, thereof and dated the date of the Effective Time of such
      Shelf Registration Statement (and if such Shelf Registration Statement
      contemplates an underwritten offering of a part or all of the Registrable
      Securities, dated the date of the closing under the underwriting agreement
      relating thereto) (it being agreed that the matters to be covered by such
      opinion shall include the matters set forth in paragraphs (b), (c) and (d)
      of
      Section 7 of the Purchase Agreement to the extent applicable to an offering
      of
      this type); (C) obtain a "cold comfort" letter or letters from the independent
      certified public accountants of the Issuers addressed to the selling Electing
      Holders, the placement or sales agent, if any, therefor or the underwriters,
      if
      any, thereof, dated (i) the effective date of such Shelf Registration Statement
      and (ii) the effective date of any prospectus supplement to the prospectus
      included in such Shelf Registration Statement or post-effective amendment to
      such Shelf Registration Statement which includes unaudited or audited financial
      statements as of a date or for a period subsequent to that of the latest such
      statements included in such prospectus (and, if such Shelf Registration
      Statement contemplates an underwritten offering pursuant to any prospectus
      supplement to the prospectus included in such Shelf Registration Statement
      or
      post-effective amendment to such Shelf Registration Statement which includes
      unaudited or audited financial statements as of a date or for a period
      subsequent to that of the latest such statements included in such prospectus,
      dated the date of the closing under the underwriting agreement relating
      thereto), such letter or letters to be in customary form and covering such
      matters of the type customarily covered by letters of such type; (D) deliver
      such documents and certificates, including, without limitation, officers’
      certificates, as may be reasonably requested by any Electing Holders of at
      least
      20% in aggregate principal amount of the Registrable Securities at the


    
       

      
        
          
          

        

        
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        time
          outstanding or the placement or sales agent, if any, therefor and the managing
          underwriters, if any, thereof to evidence the accuracy of the representations
          and warranties made pursuant to clause (A) above or those contained in
          Section
          5(a) hereof and the compliance with or satisfaction of any agreements or
          conditions contained in the underwriting agreement or other similar agreement
          entered into by the Issuers pursuant to Section 3(e)(xvi); and (E) undertake
          such obligations relating to expense reimbursement, indemnification and
          contribution as are provided in Section 6 hereof;

      

    

     

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

     

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

     

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

     

    (f)  In
      the
      event that the Issuers would be required, pursuant to Section 3(e)(viii)(F)
      hereof, to notify the Electing Holders, the placement or sales agent, if any,
      therefor and the managing underwriters, if any, thereof, the Issuers shall
      prepare and fur-

    
       

      
        
          
          

        

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

      

    

     

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

     

    4.  Registration
      Expenses.
      The
      Issuers agree, subject to the last sentence of this Section 4, to bear and
      to
      pay or cause to be paid promptly all expenses incident to the Issuers’
      performance of or compliance with this Exchange and Registration Rights
      Agreement, including, without limitation, (a) all Commission and any NASD
      registration, filing and review fees and expenses including, without limitation,
      fees and disbursements of counsel for the placement or sales agent or
      underwriters in connection with such registration, filing and review, (b) all
      fees and expenses in connection with the qualification of the Notes for offering
      and sale under the securities laws and blue sky laws referred to in Section
      3(e)(xii) hereof and determination of their eligibility for investment under
      the
      laws of such jurisdictions as any managing un-

    
       

      
        
          
          

        

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

      

    

     

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

     

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

     

    (a)  Each
      registration statement covering Registrable Securities and each prospectus
      (including, without limitation, any preliminary or summary prospectus) contained
      therein or furnished pursuant to Section 3(e) or Section 3(c) hereof and any
      further amendments or supplements to any such registration statement or
      prospectus, when it be-

    
       

      
        
          
          

        

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

      

    

     

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

     

    (c)  The
      compliance by the Issuers with all the provisions of this Exchange and
      Registration Rights Agreement and the consummation of the transactions herein
      contemplated will not conflict with or result in a material breach of any of
      the
      terms or provisions of, or constitute a default under, any indenture, mortgage,
      deed of trust, loan agreement, lease, license, franchise agreement, permit
      or
      other material agreement or instrument to which either of the Issuers or any
      of
      Charter Communications, Inc. ("CCI"), Charter Communications Holding Company,
      LLC ("CCH LLC"), Charter Communications Holdings, LLC ("Holdings"), CCH I,
      LLC
      ("CCH I") and CCH II, LLC (collectively with CCI, CCH LLC, Holdings and CCH
      I,
      the "Parent Companies") or the Issuers’ subsidiaries is a party or by which
      either of the Issuers or any of their Parent Companies or the Issuers’
      subsidiaries is bound or to which any of the property or assets of the Issuers
      or any of their Parent Companies or the Issuers’ subsidiaries is subject, nor
      will such action result in any violation of the provisions of the certificate
      of
      formation or limited liability company agreement of the Company or the
      certificate of incorporation or 

    
       

      
        
          
          

        

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

      

    

     

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

     

    6.  Indemnification.

     

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

    
       

      
        
          
          

        

        
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        upon
          any
          such untrue statement or alleged untrue statement or omission or alleged
          omission made therein in reliance upon and in conformity with written
          information furnished to the Issuers by or on behalf of any such holder
          specifically for inclusion therein. This indemnity agreement will be in
          addition
          to any liability which the Issuers may otherwise have.

      

    

     

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

     

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

     

    (c)  Promptly
      after receipt by an indemnified party under this Section 6 or notice of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 6,
      notify the indemnifying party in writing of the commencement thereof; but the
      failure so to notify the indemnifying party (i) will not relieve it from
      liability under paragraph (a) or (b) above unless and to the extent such action
      and such failure results in the forfeiture by the indemnifying party of
      substantial rights and defenses; and (ii) will not, in any event, relieve the
      indemnifying party from any obligations to any indemnified party other than
      the
      indemnification obligation provided in paragraph (a) or (b) above. The
      indemnifying party shall be entitled to participate therein and, to the extent
      that it shall wish, jointly with any other indemnifying party similarly
      notified, to assume the defense thereof, with counsel satisfactory to such
      indemnified party (who shall not, except with the consent of the indemnified
      party, be counsel to the indemnifying party), and, except as provided in the
      next sentence, after notice from the indemnifying party to such indemnified
      party of its election to so assume the defense thereof, the indemnifying party
      shall not be liable to such indemnified party for any legal expenses of other
      counsel or any other expenses, in each case subsequently incurred by such
      indemnified party, in connection with the defense thereof other than reasonable
      costs of investigation. Notwithstanding the indemnifying party’s rights in the
      prior sentence, the indemnified party shall have the right to employ its own
      counsel (and one local counsel), and the indemnifying party shall bear the
      reasonable fees, costs and expenses of such separate counsel if (i) the use
      of
      counsel chosen by the indemnifying party to represent the in-

    
       

      
        
          
          

        

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

      

    

     

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

    
       

      
        
          
          

        

        
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        fact
          or
          the omission or alleged omission to state a material fact relates to information
          supplied by the indemnifying party on the one hand or the indemnified party
          on
          the other and the parties’ relative intent, knowledge, access to information and
          opportunity to correct or prevent such statement or omission. The parties
          agree
          that it would not be just and equitable if contribution pursuant to this
          subsection (d) were determined by pro rata allocation (even if the holders
          or
          any agents or underwriters or all of them were treated as one entity for
          such
          purpose) or by any other method of allocation which does not take account
          of the
          equitable considerations referred to above in this subsection (d). The
          amount
          paid or payable by an indemnified party as a result of the losses, claims,
          damages or liabilities (or actions in respect thereof) referred to above
          in this
          subsection (d) shall be deemed to include any legal or other expenses reasonably
          incurred by such indemnified party in connection with investigating or
          defending
          any such action or claim. Notwithstanding the provisions of this subsection
          (d),
          no holder shall be required to contribute any amount in excess of the amount
          by
          which the dollar amount of the proceeds received by such holder from the
          sale of
          Registrable Securities (after deducting any fees, discounts and commissions
          applicable thereto) exceeds the amount of any damages which such holder
          has
          otherwise been required to pay by reason of such untrue or alleged untrue
          statement or omission or alleged omission, and no underwriter shall be
          required
          to contribute any amount in excess of the amount by which the total price
          of the
          Registrable Securities underwritten by it and distributed to the public
          exceeds
          the amount of any damages which such underwriter has otherwise been required
          to
          pay by reason of such untrue or alleged untrue statement or omission or
          alleged
          omission. The holders’ and any underwriters’ obligations in this subsection (d)
          to contribute are several in proportion to the principal amount of Registrable
          Securities registered or underwritten, as the case may be, by them, and
          not
          joint. Notwithstanding the provisions of this paragraph (d), no person
          guilty of
          fraudulent misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any person who was
          not
          guilty of such fraudulent misrepresentation. For purposes of this Section
          6,
          each person who controls any holder, agent or underwriter within the meaning
          of
          either the Securities Act or the Exchange Act and each director, officer,
          employee and agent of a holder, agent or underwriter shall have the same
          rights
          to contribution as such holder, agent or underwriter, and each person who
          controls the Issuers within the meaning of either the Securities Act or
          the
          Exchange Act and each officer and director of the Issuers shall have the
          same
          rights to contribution as the Issuers, subject in each case to the applicable
          terms and conditions of this paragraph (d).

      

    

     

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

     

    7.  Underwritten
      Offerings.

     

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

    
       

      
        
          
          

        

        
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        vided
          that such designated managing underwriter or underwriters is or are reasonably
          acceptable to the Issuers.

      

    

     

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

     

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

     

    9.  Miscellaneous.

     

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

     

    (b)  Specific
      Performance.
      The
      parties hereto acknowledge that there would be no adequate remedy at law if
      the
      Issuers fail to perform any of their obligations hereunder and that the
      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, 

    
       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

         

        postage
          prepaid, return receipt requested) as follows: If to the Issuers, c/o CCO
          Holdings, LLC, 12405 Powerscourt Drive, St. Louis, Missouri, 63131, Attention:
          Secretary, and if to a holder, to the address of such holder set forth
          in the
          security register or other records of the Issuers, or to such other address
          as
          the Issuers or any such holder may have furnished to the other in writing
          in
          accordance herewith, with a copy in like manner c/o J.P. Morgan Securities
          Inc.
          Attn: Peter Hooker, 270 Park Avenue, New York, New York 10013 (fax: (212)
          270-1063). Notices of change of address shall be effective only upon
          receipt.

      

    

     

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

     

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

     

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

     

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

     

    (h)  Entire
      Agreement; Amendments.
      This
      Exchange and Registration Rights Agreement and the other writings referred
      to
      herein (including, without limitation, the Indenture and the form of Notes)
      or
      delivered pursuant hereto which form a part hereof contain the entire
      understanding of the parties with respect to its subject matter. This Exchange
      and Registration Rights Agreement supersedes all prior agreements and
      understandings between the parties with

    
       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

         

         respect
          to its subject matter. This Exchange and Registration Rights Agreement
          may be
          amended and the observance of any term of this Exchange and Registration
          Rights
          Agreement may be waived (either generally or in a particular instance and
          either
          retroactively or prospectively) only by a written instrument duly executed
          by
          the Issuers and the holders of at least a majority in aggregate principal
          amount
          of the Registrable Securities at the time outstanding. Each holder of any
          Registrable Securities at the time or thereafter outstanding shall be bound
          by
          any amendment or waiver effected pursuant to this Section 9(h), whether
          or not
          any notice, writing or marking indicating such amendment or waiver appears
          on
          such Registrable Securities or is delivered to such
          holder.

      

    

     

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

     

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

     

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

     

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

    


     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

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

     

    Very
      truly yours,

     

    CCO
      HOLDINGS, LLC,

    as
      an
      Issuer

     

    By:  /s/
      Eloise
      Schmitz                            
       

    
      	 	
              Name:

            	 Eloise
              E. Schmitz


    

    
      	 	
              Title:

            	 Senior
              Vice President - Finance and
              Treasurer


    

     

     

    CCO
      HOLDINGS CAPITAL CORP.,

    as
      an
      Issuer

     

    By:  /s/
      Eloise
      Schmitz                              

    
      	 	
              Name:

            	 Eloise
              E. Schmitz


    

    
      	 	
              Title:

            	 Senior Vice President - Finance and
              Treasurer


    

     

     

     

    
 

    
      
        
          SIGNATURE
            PAGE TO THE REGISTRATION RIGHTS AGREEMENT

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Accepted
      as of the date hereof:

    


    J.P.
      MORGAN SECURITIES INC.

    CREDIT
      SUISSE FIRST BOSTON LLC

    BANC
      OF
      AMERICA SECURITIES LLC

    as
      Representatives of the Several Purchasers

    


    By:
      J.P.
      MORGAN SECURITIES INC.

     

    
      	
              By:

            	
              /s/
                Peter
                Hooker                                 
                

            


    

    Name:
      Peter B. Hooker

    Title: 
      Managing Director

    


     

     

     

     

     

     

     

     

     

    
 

    
      
        
          SIGNATURE
            PAGE TO THE REGISTRATION RIGHTS AGREEMENT

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    CCO
      HOLDINGS, LLC

    CCO
      HOLDINGS CAPITAL CORP.

    


    INSTRUCTION
      TO DTC PARTICIPANTS

    


    (Date
      of
      Mailing)

    


    URGENT
—
      IMMEDIATE ATTENTION REQUESTED

    


    DEADLINE
      FOR RESPONSE: [DATE](a)

     

    The
      Depository Trust Company ("DTC") has identified you as a DTC Participant through
      which beneficial interests in the CCO Holdings, LLC (the "Company") and CCO
      Holdings Capital Corp. (together with the Company, the "Issuers’") 8-3/4% Senior
      Notes due 2013 issued on August 17, 2005 (the "Notes") are
      held.

     

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

     

    It
      is
      important that beneficial owners of the Notes receive a copy of the enclosed
      materials as soon as possible as their rights to have the Notes included in
      the
      registration statement depend upon their returning the Notice and Questionnaire
      by [Deadline For Response]. Please forward a copy of the enclosed documents
      to
      each beneficial owner that holds interests in the Notes through you. If you
      require more copies of the enclosed materials or have any questions pertaining
      to this matter, please contact the Issuers c/o CCO Holdings, LLC, 12405
      Powerscourt Drive, St. Louis, Missouri, 63131, Attention: Secretary.


     

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


    
      
        
          A-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CCO
      HOLDINGS, LLC

    CCO
      HOLDINGS CAPITAL CORPORATION

    


    Notice
      of
      Registration Statement

    and

    Selling
      Securityholder Questionnaire

    


    (Date)

     

    Reference
      is hereby made to the Exchange and Registration Rights Agreement (the "Exchange
      and Registration Rights Agreement") between CCO Holdings, LLC and CCO Holdings
      Capital Corp. (together, the "Issuers"), and the Purchasers named therein.
      Pursuant to the Exchange and Registration Rights Agreement, the Issuers have
      filed with the United States Securities and Exchange Commission (the
      "Commission") a registration statement on Form S-1 (the "Shelf Registration
      Statement") for the registration and resale under Rule 415 of the Securities
      Act
      of 1933, as amended (the "Securities Act"), of the Issuers’ 8-3/4% Senior Notes
      due 2013 issued on August 17, 2005 (the "Notes"). A copy of the Exchange and
      Registration Rights Agreement is attached hereto. All capitalized terms not
      otherwise defined herein shall have the meanings ascribed thereto in the
      Exchange and Registration Rights Agreement.

     

    Each
      beneficial owner of Registrable Securities is entitled to have the Registrable
      Securities beneficially owned by it included in the Shelf Registration
      Statement. In order to have Registrable Securities included in the Shelf
      Registration Statement, this Notice of Registration Statement and Selling
      Securityholder Questionnaire ("Notice and Questionnaire") must be completed,
      executed and delivered to the Issuers’ counsel at the address set forth herein
      for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of
      Registrable Securities who do not complete, execute and return this Notice
      and
      Questionnaire by such date (i) will not be named as selling securityholders
      in
      the Shelf Registration Statement and (ii) may not use the Prospectus forming
      a
      part thereof for resales of Registrable Securities.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Shelf Registration Statement and related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Shelf Registration Statement and
      related prospectus.


    
      
        
          A-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ELECTION

     

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

     

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

     

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

     

    QUESTIONNAIRE

     

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

     

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

     

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

     

    (2)    
      Address
      for Notices to Selling Securityholder:

    _______________________________

    _______________________________

    _______________________________

    Telephone: _________________________

    Fax: _______________________________

    Contact
      Person: ______________________

     

       
      (3)      
Beneficial
      Ownership of Notes:

     

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

     

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

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

    
       

      
        
          A-3

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    (b)Principal
      amount of Notes other than Registrable Securities beneficially
      owned:_______________________

    CUSIP
      No(s). of such other Notes:
      _________________________________________________________

     

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

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

     

    
      	
            	
              (4)

            	
              Beneficial
                Ownership of Other Securities of the
                Issuers:

            


    

    


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

     

    State
      any
      exceptions here: 

     

    
      	
               
                (5)

            	
              Relationships
                with the Issuers:

            


    

    


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

     

    State
      any
      exceptions here:

     

    
      
        	
                 
                  (6)

              	
                
                  Plan
                    of Distribution:

                

              


      

       

    

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

    
       

      
        
          A-4

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    State
      any
      exceptions here:

     

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

     

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

     

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

     

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

     

    (i)To
      the
      Issuers:

    _________________________

    _________________________

    _________________________

    _________________________

    _________________________

     

    (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


    
       

      
        
          A-5

        

        
          
          

          
            

          

        

        
          
          

        

         

        owned
          by
          such Selling Securityholder and listed in Item (3) above). This Agreement
          shall
          be governed in all respects by the laws of the State of New York without
          giving
          effect to any provisions relating to conflicts of laws.

      

    

     

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

     

    Dated:
      ____________________

     

     

    ______________________________________________________________________________

    Selling
      Securityholder

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

     

     

    
      	
              By:

            	
              ___________________________________________

            


    

    Name:

    Title:

     

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

    _________________________

    _________________________

    _________________________

    _________________________

    _________________________

    



    
      
        
          A-6

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    NOTICE
      OF
      TRANSFER PURSUANT TO REGISTRATION STATEMENT

     

    Wells
      Fargo Bank, N.A.

    CCO
      Holdings, LLC

    CCO
      Holdings Capital Corp.

    c/o
      Wells
      Fargo Bank, N.A.

    [Address]

    [Address]

    Attention:
      Trust Officer

     

    
      	 	
              Re:

            	
              CCO
                Holdings, LLC and CCO Holdings Capital
                Corp.

            


    

    (together,
      the "Issuers") 8-3/4% Senior Notes due 2013 issued

    on
      August
      17, 2005

    Dear
      Sirs:

     

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

     

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

    Dated:

     

    Very
      truly yours,

     

    __________________________________________

    (Name)

     

    By:
      ______________________________________

    (Authorized
      Signature)

    


      
        
          
            B-1