exhibit10_3.htm


     

    Exhibit
10.3

     

    
       

      


       

      CCH
II, LLC,

      CCH
II CAPITAL CORP.

       

      EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT

       

      EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as
of November 30, 2009, by and among CCH II, LLC, a Delaware limited liability
company, and CCH II Capital Corp., a Delaware corporation (collectively, the
“Issuers”) and
the undersigned Investors (as defined below).

       

      WHEREAS:

       

      Where as
the Issuers propose to issue 13.50% Senior Notes due 2016 (the “Notes”) pursuant to,
and upon the terms set forth in, the Plan of Reorganization of Charter
Communications, Inc, its subsidiaries, and Charter Investment, Inc. (the “Plan”) under chapter
11 of Title 11 of the United States Code. In accordance with the Plan, the
Issuers, jointly and severally, agree for the benefit of the Investors, as
follows:

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Issuers and each of the holders hereby agree
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.

       

      “beneficial owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the Exchange
Act), such “person” will be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire by conversion or exercise
of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The term
“beneficially own” has a corresponding meaning.

       

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

       

      “Certification” shall
have the meaning assigned thereto in Section 7(p).

       

      
        
          
          

        

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

       

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

       

      “Definitive Notes”
shall have the meaning assigned to such term in the Indenture.

       

      “Disclosure Package”
means, with respect to any offering of securities, (i) the preliminary
prospectus, (ii) each Free Writing Prospectus and (iii) all other information,
in each case, that is deemed, under Rule 159 promulgated under the Securities
Act, to have been conveyed to purchasers of securities at the time of sale of
such securities (including a contract of sale).

       

      “Effective Time” in
with respect to any Registration Statement means the time and date as of which
the Commission declares such Registration Statement effective or as of which
such 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) 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.

       

       “Free Writing
Prospectus” means any “free writing prospectus” as defined in Rule 405
promulgated under the Securities Act.

       

      “holder” shall mean,
unless the context otherwise indicates, each of the holders who acquired
Registrable Securities from the Issuers and any transferees thereof, in each
case for so long as such person is a registered holder of any Registrable
Securities.

       

      “Holder Free Writing
Prospectus” means each Free Writing Prospectus prepared by or on behalf
of the relevant Holder or used or referred to by such Holder in connection with
the offering of Registrable Securities.

       

      
        
          
          

        

        
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      “Indenture” shall mean
the indenture governing the Notes, dated as of the Closing Date.

       

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

       

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

       

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

       

      “Parent” means Charter
Communications, Inc. or any direct or indirect subsidiary of the foregoing, 100%
of the voting stock of which is owned directly or indirectly by Charter
Communications, Inc.

       

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

       

      “Registrable
Securities” shall mean the Notes and the 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 Exchange Note has been issued in exchange for a Note to a holder other than
a Restricted Holder in the Exchange Offer as contemplated in Section 2(a) hereof; (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) after the earlier of (a) the date
the Exchange Offer is consummated, and (b) the date that is one (1) year after
the date of this Agreement, the holder of such Note or Exchange Note, as
applicable, is eligible to dispose of all of the Notes and Exchange Notes held
by such holder within a three (3) month period pursuant to Rule 144(e) (or any
successor provision thereto); 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.

       

      
        
          
          

        

        
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      “Registration
Statement” means any registration statement filed as contemplated
hereunder.

       

      “Restricted Holder”
shall mean (i) a holder that is an affiliate of the Issuers within the meaning
of Rule 405 or Rule 144, (ii) a holder who acquires Exchange Notes outside the
ordinary course of such holder’s business, (iii) a holder who has arrangements
or understandings with any person to participate in the Exchange Offer for the
purpose of distributing Exchange Notes and (iv) a holder that is a
broker-dealer, but only with respect to Exchange Notes received by such
broker-dealer pursuant to the Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Issuers.

       

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

       

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

       

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

       

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

       

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

       

      “Suspension Period”
shall have the meaning assigned thereto in Section 3(f) hereof.

       

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

       

      “Trigger Date” means
the effective date of the Plan.

       

      “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.

       

      For the
avoidance of doubt, the term “Notes” as used herein refers only to the Notes
issued pursuant to Section 4(2) of the Securities Act.

       

      
        
          
          

        

        
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      2. Registration Under the
Securities Act.

       

      (a) Except as
set forth in Section 2(b) below, the Issuers shall
use their commercially reasonable efforts to file under the Securities Act, on
or prior to January 15, 2010, 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 that are Definitive Notes at the time the Exchange Offer
Registration Statement is declared effective by the Commission, for a like
aggregate principal amount of notes issued by the Issuers, which notes are
substantially identical in all material respects to the Notes (and are entitled
to the benefits of the Indenture which has been qualified under the Trust
Indenture Act), except that they have been registered pursuant to an effective
registration statement under the Securities Act and do not contain provisions
for the additional interest contemplated in Section 2(c) below (such notes,
collectively, the “Exchange
Notes”).  Unless the context otherwise requires, all references
to an “Exchange Note” or “Exchange Notes” include any related Note
Guarantee.  The Issuers agree to use their commercially reasonable
efforts to cause the Exchange Offer Registration Statement to become or be
declared effective under the Securities Act as soon as practicable but in no
event later than June 30, 2010.  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 commercially
reasonable efforts to complete the Exchange Offer as soon as practicable but in
no event later than sixty (60) business days (or longer, if required by the
federal securities laws), after such Registration Statement has become
effective, hold the Exchange Offer open for at least twenty (20) business days
(calculated in accordance with the Exchange Act) and exchange the Exchange Notes
for all Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Exchange Offer.  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.  Within five
(5) business days following completion of the Exchange Offer, the Issuers shall
provide a copy of the Notice and Questionnaire to each holder of Exchange Notes
through the facilities of the Depository Trust Company, together with a notice
(x) stating that any holder of Exchange Notes that continues to hold Registrable
Securities has registration rights pursuant to Section 2(d) of this Agreement
and (y) containing instructions as to how such holder may exercise such
registration rights.

       

      (b) The
Issuers shall use their commercially reasonable efforts to, as soon as
practicable after the Trigger Date, but in no event later than June 30, 2010,
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, which Registrable Securities are held by Restricted Holders,
pursuant to Rule 415 or any similar rule that may be adopted by the Commission
(such filing, the “Shelf Registration”
and such Registration Statements, collectively, the “Shelf Registration
Statement”).  The Issuers agree to use their commercially
reasonable 

       

      
        
          
          

        

        
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        efforts
(x) to cause the Shelf Registration Statement to become or be declared effective
by the Commission as soon as practicable but in no event later than ninety (90)
days after such obligation to file arises and to keep such Shelf Registration
Statement continuously effective for a period ending at such time as there are
no longer any Registrable Securities outstanding; provided, however, that no
holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder and a
Restricted 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 sixty
(60) business days after the initial effective date of the Exchange Offer
Registration Statement (if the Exchange Offer is then required to be made) or
(iv) any Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared
effective but shall thereafter either be withdrawn by either of the Issuers or
shall become subject to an effective stop order issued pursuant to Section 8(d)
of the Securities Act suspending the effectiveness of such registration
statement (except as specifically permitted herein) without being succeeded
immediately by an additional registration statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a “Registration Default”
and each period during which a Registration Default has occurred and is
continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 7(c), 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 ninety (90) days
of the Registration Default Period, and at a per annum rate of 0.50% 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, a Registration Default shall not be deemed to have occurred as a
result of a failure to file or have declared effective an Exchange Offer
Registration Statement or as a result of a failure to consummate the Exchange
Offer if (x) on or prior to the time the Exchange Offer is completed (A)
existing law or Commission policy or interpretations are changed such that the


       

      
        
          
          

        

        
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        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 or
(B) the Commission does not permit the Exchange Offer to be consummated because
Registrable Securities have been registered on the Shelf Registration Statement
and (y) the Issuers are then in compliance with Section 2(d).  The
parties hereto agree that the Special Interest provided for in this Section 2(c)
constitutes a reasonable estimate of the damage that will be suffered by holders
of Registrable Securities by reason of the happening of any Registration
Default. Upon the occurrence of a Registration Default, the Issuers shall send a
notice to all holders stating that a Registration Default has occurred,
describing the nature of the Registration Default and stating that holders shall
have fifteen (15) business days to identify to the Issuers, including, without
limitation, through the use of a temporary CUSIP identification, such holder’s
Transfer Restricted Notes entitled to Special Interest.  Any holder
who holds Transfer Restricted Notes that does not identify itself to the Issuers
during the fifteen (15) business day period following such notice delivery
(which notice shall be deemed delivered once delivered through the facilities of
the Depository Trust Company) shall not be entitled to receive any Special
Interest with respect to the related Registration Default; provided, however, that after
any Interest Payment Date on which such holder did not receive Special Interest
related to such Registration Default, such holder shall be entitled to receive
Special Interest, if any, related to such Registration Default with respect to
future interest payment periods on future Interest Payment Dates if it
identifies itself to the Issuers as holding Transfer Restricted Notes entitled
to such Special Interest within fifteen (15) business days following any
Interest Payment Date on which it did not receive Special
Interest.  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 commercially reasonable
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.

      

       

      (d) If (i) on
or prior to the time the Exchange Offer is completed, (A) 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 or
(B) the Commission does not permit the Exchange Offer to be consummated because
Registrable Securities have been registered on the Shelf Registration Statement,
(ii) after completion of the Exchange Offer as contemplated by this Agreement,
one or more Restricted Holders give written notice to the Issuers that they hold
Exchange Notes that continue to be Registrable Securities, or (iii) the Exchange
Offer has not been completed by April 15, 2010, the Issuers shall use their
commercially reasonable efforts to (1) file a “shelf” Registration Statement on
the appropriate form (or amend the existing Shelf Registration Statement) to
register for resale on a delayed or continuous basis under Rule 415 any
Registrable Securities not already registered for resale under the Shelf
Registration Statement as soon as practicable, but in no event more than
forty-five (45) days after the occurrence of one of the events set forth in
clauses (i), (ii), or (iii) immediately above, and (2) have such Registration
Statement (or post effective amendment) be declared effective as soon as
practicable, but in no 

       

      
        
          
          

        

        
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        event
more than one-hundred fifty (150) days after the occurrence of such event and
keep such Registration Statement (or post effective amendment) continuously
effective for a period ending at such time as there are no longer any
Registrable Securities outstanding; provided, however, that,
except as provided in the immediately following sentence, no holder shall be
entitled to be named as a selling securityholder in any such Registration
Statement (or post effective amendment) or to use the prospectus forming a part
thereof for resales of Registrable Securities unless such holder (x) is an
Electing Holder or (y) in the case of a post effective amendment, is at such
time already named as a selling securityholder in the Shelf Registration
Statement.  After the Effective Time of such Registration Statement
(or post effective amendment), promptly upon the request of any holder of
Registrable Securities that is not then an Electing Holder, the Issuers shall
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 sentence 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 such Registration Statement (or post
effective amendment), as and when required by the rules, regulations or
instructions applicable to the registration form used by the Issuers for such
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.  With respect to any Registration Statement filed pursuant
to this Section 2(d), the Issuers shall comply with subparagraphs (ii) through
(xvi) of Section 3(e) as if such Registration Statement were a Shelf
Registration Statement.  With respect to the event described in (iii)
above, such registration shall be in lieu of conducting the Exchange Offer
contemplated by Section 2(a).

      

       

      (e) The
Issuers shall use their commercially reasonable 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 if not already qualified.

       

      (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.

       

      
        
          
          

        

        
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      (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,
file with the Commission and have declared effective, within the time periods
specified in Section 2(a), an Exchange Offer Registration Statement on any form
which may be utilized by the Issuers and which shall permit the Exchange Offer
to be effected as contemplated by Section 2(a);

       

      (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

       

      (iii) promptly
notify the holders, 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, or (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;

       

      (iv) use their
commercially reasonable 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;

       

      (v) to the
extent necessary, use their commercially reasonable 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 and (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 completion of the Exchange Offer; 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


       

      
        
          
          

        

        
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        requirements
of this Section 3(c)(v), (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;

      

       

      (vi) use their
commercially reasonable 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 and the Exchange
Offer;

       

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

       

      (viii) 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 earnings statement of the Issuers and their subsidiaries complying
with Section 11(a) of the Securities Act (including, at the option of the
Issuers, Rule 158 thereunder);

       

      (ix) 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;

       

      (x) utilize
the services of a depositary for the Exchange Offer which may be the Trustee,
any new trustee under the Indenture, or an affiliate of any of
them;

       

      (xi) 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;
and

       

      (xii) prior to
the Effective Time, provide a supplemental letter to the Commission as
contemplated in Exxon Capital Holdings Corporation (pub. avail. May 13,
1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991).

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      (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 commercially reasonable 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 thirty (30) calendar days prior to the anticipated Effective Time of the
Shelf Registration Statement, mail the Notice and Questionnaire to the holders
of Registrable Securities; except as provided in Section 2(b) and Section 2(d)
and as contemplated by Section 3(e)(iii), 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 twenty (20) calendar days from the
date on which the Notice and Questionnaire is first mailed to such holders to
return a completed and signed Notice and Questionnaire to the
Issuers;

       

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

       

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

       

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

       

      (vi) provide
the Electing Holders in advance of filing thereof with the Commission, a draft
of such Shelf Registration Statement, each prospectus included 

       

      
        
          
          

        

        
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        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) promptly
notify each of the holders and the Electing Holders, 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) 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 (E) 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;

       

      (viii) use their
commercially reasonable 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;

       

      (ix) if
requested by 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 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, the name and description of such Electing Holder, the offering
price of such Registrable Securities, and any discount, commission or other
compensation payable in respect thereof and (ii) with respect to any other
material terms of the offering of the Registrable Securities to be sold by such
Electing Holder; and make all required filings of such prospectus supplement or
post-effective amendment upon notification of the matters to be incorporated in
such prospectus supplement or post-effective amendment;

       

      (x) furnish
to each Electing Holder a copy of such Shelf Registration Statement, each such
amendment and supplement thereto (in each case including all exhibits thereto
upon request and documents incorporated by reference therein) and such


       

      
        
          
          

        

        
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        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) 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 may reasonably request in order to facilitate
the offering and disposition of the Registrable Securities owned by such
Electing Holder and to permit such Electing Holder 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, 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;

      

       

      (xi) use their
commercially reasonable 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
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 to complete its resale 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 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(e)(xi), (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;

       

      (xii) use their
commercially reasonable 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;

       

      (xiii) unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders 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;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

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

       

      (xv) include
in the Shelf Registration Statement a “Plan of Distribution” section with at
least the information substantially in the form attached hereto as Exhibit B, to
the extent permitted by the rules, regulations, and form requirements
promulgated by the Commission, except to the extent revised pursuant to comments
received from the Staff of the Commission; and

       

      (xvi) 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, earnings statements of the Issuers and their respective subsidiaries
complying with Section 11(a) of the Securities Act (including, at the option of
the Issuers, Rule 158 thereunder).

       

      (f) In the
event that the Issuers are required, pursuant to Section 3(e)(vii)(E)
hereof, to notify the Electing Holders, the Issuers shall prepare and furnish to
each of the Electing Holders 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 this Section 3(f), 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.  Upon written notice to the holders of Registrable Securities,
the Issuers shall be entitled to suspend, for a period of time (each, a “Suspension Period”),
the use of any Registration Statement or prospectus and shall not be required to
amend or supplement the Registration Statement, any related prospectus or any
document incorporated therein by reference if the Issuers determine in their
reasonable good faith judgment, after consultation with counsel, that the
Registration Statement or any prospectus may contain an untrue statement of a
material fact or omit any fact necessary to make the statements in the
Registration Statement or prospectus not misleading; provided that
(A) there are no more than five (5) Suspension Periods in any 12-month
period, (B) the duration of any such Suspension Periods may not exceed
one-hundred twenty (120) days in the aggregate in any 12-month period, and (C)
the Issuers shall use their good faith efforts to amend the Registration
Statement and/or prospectus to correct such untrue statement or omission as soon
as reasonably practicable unless such amendment would reasonably be expected to
have a material adverse effect on any proposal or plan of the Issuers to effect
a merger, acquisition, disposition, financing, reorganization, recapitalization
or similar transaction, in each case that is material to the
Issuers.

       

      
        
          
          

        

        
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      (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 Agreement, including, without limitation, (a) all Commission, filing
and review fees and expenses, (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)(xi) hereof, (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 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, (h) 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), (i) any fees charged by securities rating services
for rating the Notes, and (j) 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, the


       

      
        
          
          

        

        
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        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.

      

       

      5. Indemnification.

       

      (a) The
Issuers agree, jointly and severally, to indemnify and hold harmless each holder
of Registrable Securities or Exchange Notes, as the case may be, the affiliates,
directors, officers, employees, members, managers 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, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities and expenses to which they or any of them may become subject insofar
as such losses, claims, damages, liabilities and expenses (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 a Registration Statement as originally
filed or in any amendment thereof, or the Disclosure Package, or any
preliminary, final or summary prospectus or Free Writing Prospectus included in
any such 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 (whether or not the indemnified party is a
party to any proceeding); provided, however, that the
Issuers will not be liable in any case to the extent that any such loss, claim,
damage, liability or expense arises (i) out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Issuers by or on behalf of any such holder specifically for inclusion
therein including, without limitation, any notice and questionnaire, or (ii) out
of sales of Registrable Securities made during a Suspension Period after notice
is given pursuant to Section 3(f)
hereof.  This indemnity agreement will be in addition to any liability
which the Issuers may otherwise have.

       

      (b) Each
holder severally (and not jointly) agrees to indemnify and hold harmless the
Issuers and any Parent, and each of their affiliates, directors, employees,
members, managers and agents and each Person who controls any Issuer or any
Parent within the meaning of either the Securities Act or the Exchange Act, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages or liabilities to which they or any of them may become
subject insofar as such losses, claims, damages or liabilities arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement as originally filed or in any
amendment thereof, or in the Disclosure Package or any Holder Free Writing
Prospectus, preliminary, final or summary prospectus included in any such
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, to the extent, but only to the extent, that
any such untrue statement or alleged untrue statement or omission or alleged
omission is contained in any written information relating to such holder
furnished to the Issuers by or on behalf of such holder specifically for
inclusion therein; provided, however, that the total amount to be indemnified by
such holder pursuant to this Section 5(b) shall be limited to the net proceeds
(after deducting underwriters’ discounts and 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

        commissions)
received by such holder in the offering to which such Registration Statement or
prospectus relates.  This indemnity agreement will be in addition to
any liability which the Issuers may otherwise have.

      

       

      (c) Promptly
after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, 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 material prejudice to
the indemnifying party and 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 subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.  Notwithstanding the
indemnifying party’s rights in the prior sentence, the indemnified party shall
have the right to employ its own counsel (and one local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party.  No indemnifying party shall, in connection
with any one action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general circumstances or
allegations, be liable for the fees and expenses of more than one separate firm
of attorneys (in addition to any local counsel) for all indemnified
parties.  An indemnifying party shall not be liable under this Section
5 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.  No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent to
entry of any judgment or enter into any settlement or compromise that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
therein, to such indemnified party, of a full and final release from all
liability in respect to such claim or litigation.

       

      
        
          
          

        

        
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      (d) In the
event that the indemnity provided in Section 5(a)
or Section 5(b) above 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)
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 Registrable Securities.  If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law, 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.  The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party on the one hand or the
indemnified party on the other and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The parties agree that it would not be just and equitable
if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 5(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 Section 5(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 Section 5(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 5, each Person who controls any holder of
Registrable Securities, agent or underwriter within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of any such 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 Section 5(d).

       

      (e) The
provisions of this Section 5 will remain in full
force and effect, regardless of any investigation made by or on behalf of any
holder of Registrable Securities or the Issuers or any of the officers,
directors or controlling Persons referred to in this Section 5 hereof, and will survive the transfer of Registrable
Securities.

       

      (f) To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under this Section 5 to the fullest extent permitted by law; provided,
however, that: (i) no Person involved in the sale of Registrable Securities
which Person is guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to
contribution from any 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

         

        Person
involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities pursuant to such Shelf
Registration.

      

       

      6. Rule 144 and Rule 144A;
Other Exemptions.  With a view to making available to the
holders of Registrable Securities the benefits of Rule 144 and Rule 144A
promulgated under the Securities Act and other rules and regulations of the
Commission that may at any time permit a holder of Registrable Securities to
sell such securities to the public without registration, the Issuers covenant
that they will (i) file in a timely manner all reports and other documents
required, if any, to be filed by them under the Securities Act and Exchange Act
and the rules and regulations adopted thereunder and (ii) make available
information necessary to comply with Rule 144 and Rule 144A, if available with
respect to resales of the Registrable Securities under the Securities Act, at
all times, 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 limitation of the exemptions provided by (x) Rule 144 and Rule 144A
promulgated under the Securities Act (if available with respect to resales of
the Registrable Securities), as such rules may be amended from time to time or
(y) any other rules or regulations now existing or hereafter adopted by the
Commission.  Upon the reasonable request of any holder of Registrable
Securities, the Issuers will deliver to such holder a written statement as to
whether they have complied with such information requirements, and, if not, the
specific reasons for non-compliance.

       

      7. Miscellaneous.

       

      (a) No Inconsistent
Agreements.  The Issuers shall not hereafter enter into any
agreement with respect to its securities which is inconsistent with or violates
the rights granted to the holders of Registrable Securities in this
Agreement.

       

      (b) Adjustments Affecting
Registrable Securities.  The Issuers shall not take any action,
or permit any change to occur, with respect to its securities which would
materially and adversely affect the ability of the holders of Registrable
Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement or which would materially and adversely affect the
marketability of such Registrable Securities in any such registration (including
effecting a stock split or a combination of shares).

       

      (c) Remedies; Specific
Performance.  Any Person having rights under any provision of
this Agreement shall be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in their favor. The parties hereto agree and
acknowledge that money damages would not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive relief (without posting any bond or other
security) in order to enforce or prevent violation of the provisions of this
Agreement and shall not be required to prove irreparable injury to such party or
that such party does not have an adequate remedy at law with respect to any
breach of this Agreement (each of which elements the parties admit). The parties
hereto further agree and acknowledge that each and every 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

        obligation
applicable to it and contained in this Agreement shall be specifically
enforceable against it and hereby waives and agrees not to assert any defenses
against an action for specific performance of their respective obligations
hereunder.  All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies available under this
Agreement or otherwise.

      

       

      (d) Successors and
Assigns.  All covenants and agreements in this Agreement by or
on behalf of any of the parties hereto shall bind and only inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. In addition, whether or not any express assignment has been
made, the provisions of this Agreement which are for the benefit of purchasers
or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities. No assignment
or delegation of this Agreement by the Issuers, or any of the Issuers’ rights,
interests or obligations hereunder, shall be effective against any holder
without the prior written consent of such holder.

       

      (e) Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.

       

      (f) Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, any one of
which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same
Agreement.

       

      (g) Descriptive Headings;
Interpretation; No Strict Construction.  The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. Whenever required by the
context, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular forms of nouns, pronouns,
and verbs shall include the plural and vice versa. Reference to any agreement,
document, or instrument means such agreement, document, or instrument as amended
or otherwise modified from time to time in accordance with the terms thereof,
and, if applicable, hereof. The words “include”, “includes” or “including” in
this Agreement shall be deemed to be followed by “without limitation”. The use
of the words “or,” “either” or “any” shall not be exclusive. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If
an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this
Agreement.  All references to laws, rules, regulations and forms in
this Agreement shall be deemed to be references to such laws, rules, regulations
and forms, as amended from time to time or, to the extent replaced, the
comparable successor thereto in effect at the time.  All references to
agencies, self-regulatory organizations or governmental entities in this
Agreement shall be deemed to be references to the comparable successor
thereto.

       

      (h) Governing
Law.  This Agreement and the exhibits and schedules hereto
shall be governed by, and construed in accordance with, the laws of the State of
New York, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

        State of
New York or any other jurisdiction) to the extent such rules or provisions would
cause the application of the laws of any jurisdiction other than the State of
New York.

      

       

      (i) Notices. All notices,
demands or other communications to be given or delivered under or by reason of
the provisions of this Agreement shall be in writing and shall be deemed to have
been given when (a) delivered personally to the recipient, (b) telecopied or
sent by facsimile to the recipient, or (c) one (1) Business Day after being sent
to the recipient by reputable overnight courier service (charges prepaid). Such
notices, demands and other communications shall be sent to the Issuers at the
address set forth below and to any holder of Registrable Securities at the
address set forth on the signature page hereto, or at such address or to the
attention of such other Person as the recipient party has specified by prior
written notice to the sending party. The Issuers’ address is:

       

      Charter
Communications, Inc.

      12405
Powerscourt Drive

      St.
Louis, Missouri  63131

      Attention:  General
Counsel

       

      with
copies to:

       

      Attn: Christian O.
Nagler, Esq.

      Kirkland
& Ellis LLP

      601
Lexington Avenue

      New York,
NY 10022-4611

      Facsimile:  (212)
446-4900

       

      Notice to
the holders shall be sent to:

       

      Paul,
Weiss, Rifkind, Wharton & Garrison LLP

      1285
Avenue of the Americas

      New York,
New York 10019-6064

      Attention:
Lawrence G. Wee

      Facsimile:
(212) 757-3990

       

      and
to:

       

      Skadden,
Arps, Slate, Meagher & Flom LLP

      300 South
Grand Avenue

      Los
Angeles, CA 90071

      Attention:
Nicholas P. Saggese

      Facsimile:
(213) 687-5600

       

      If any
time period for giving notice or taking action hereunder expires on a day which
is a Saturday, Sunday or legal holiday in the State of New York or the
jurisdiction in which the Issuers’ principal office is located, the time period
shall automatically be extended to the Business Day immediately following such
Saturday, Sunday or legal holiday.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (j) Delivery by
Facsimile. This Agreement, the agreements referred to herein, and each
other agreement or instrument entered into in connection herewith or therewith
or contemplated hereby or thereby, and any amendments hereto or thereto, to the
extent signed and delivered by means of a facsimile machine or other electronic
means, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall reexecute original forms thereof and deliver them to all
other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine or other electronic means to deliver a
signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of a facsimile machine or other
electronic means as a defense to the formation or enforceability of a contract
and each such party forever waives any such defense.

       

      (k) Waiver of Jury Trial.
Each of the parties to this Agreement hereby agrees to waive its respective
rights to a jury trial of any claim or cause of action based upon or arising out
of this Agreement. The scope of this waiver is intended to be all-encompassing
of any and all disputes that may be filed in any court and that relate to the
subject matter of this Agreement, including contract claims, tort claims and all
other common law and statutory claims. Each party hereto acknowledges that this
waiver is a material inducement to enter into this Agreement, that each has
already relied on this waiver in entering into this Agreement, and that each
will continue to rely on this waiver in their related future dealings. Each
party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
7(k) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court.

       

      (l) Arm’s Length
Agreement.  Each of the parties to this Agreement agrees and
acknowledges that this Agreement has been negotiated in good faith, at arm’s
length, and not by any means prohibited by law.

       

      (m) Sophisticated Parties;
Advice of Counsel.  Each of the parties to this Agreement
specifically acknowledges that (a) it is a knowledgeable, informed,
sophisticated Person capable of understanding and evaluating the provisions set
forth in this Agreement and (ii) it has been fully advised and represented by
legal counsel of its own independent selection and has relied wholly upon its
independent judgment and the advice of such counsel in negotiating and entering
into this Agreement.

       

      (n) Entire
Agreement.  This Agreement, together with Schedule I attached
hereto, and any certificates, documents, instruments and writings that are
delivered pursuant hereto, constitutes the entire agreement and understanding of
the parties in respect of the subject matter hereof and supersedes all prior
understandings, agreements or representations by or 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

         

        among the
parties, written or oral, to the extent they relate in any way to the subject
matter hereof.

      

       

      (o) Attorneys’
Fees.  In the event of litigation or other proceedings in
connection with or related to this Agreement, the prevailing party in such
litigation or proceeding shall be entitled to reimbursement from the opposing
party of all reasonable expenses, including, without limitation, reasonable
attorneys’ fees and expenses of investigation in connection with such litigation
or proceeding.

       

      (p) Certification.  Within
fifteen (15) business days following receipt of written request from the Issuers
by any holder (which request shall not be made more than twice in any calendar
year), such holder shall certify to the Issuers that such holder continues to
hold Registrable Securities (the “Certification”).  If
a holder fails to provide the Certification within the fifteen (15) business day
period referred to in the immediately preceding sentence, the Issuers reserve
the right, in their sole discretion, to remove such holder’s Registrable
Securities from a Registration Statement within fifteen (15) business days after
receipt by such holder of a second written notice specifying that the holder may
be removed from such Registration Statement unless such holder provides the
Certification within such subsequent fifteen (15) business day
period.

       

      (q) Use of
FWP.  No holder shall use a Holder Free Writing Prospectus
without the prior written consent of the Issuers, which shall not be
unreasonably withheld.

       

      (r) Notification of
Status.  Each holder shall notify the Issuers by written notice
within ten (10) business days from the first day on which the holder no longer
holds Registrable Securities.

       

      (s) Acknowledgement.  Each
holder understands that in can only participate in an Exchange Offer if: (i) it
acquired the Registrable Securities in the ordinary course of business; and (ii)
it does not engage in, intend to engage in, or have arrangements to participate
in a distribution (within the meaning of the Securities Act) of the Exchange
Notes.

       

      (t) Termination.  The
obligations of the Issuers and of any holder, other than those obligations
contained in Section 5, shall terminate with respect to the Issuers and such
holder as soon as both (A) such holder no longer holds any Registrable
Securities and (B) such holder is no longer a Restricted Holder or otherwise
subject to the volume limitations set forth in Rule 144(e) promulgated under the
Securities Act or any successor provision thereto with respect to Registrable
Securities.

       

      (u) Note
Guarantee.  The obligations of the Issuers hereunder,
including, without limitation, under Section 2, will be deemed satisfied if
satisfied by any Parent that provides a Note Guarantee.

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      If the
foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of
the holders, this letter and such acceptance hereof shall constitute a binding
agreement between each of the holders and the Issuers.

       

      IN
WITNESS WHEREOF, each undersigned holders and the Issuers have caused their
respective signature page to this Registration Rights Agreement to be duly
executed as of the date first written above.

       

      ISSUERS:

       

      CCH
II, LLC, as an Issuer

       

      By:_____________________

      Name:

      Title:

      


       

      CCH
II CAPITAL CORP.

      as
an Issuer

       

      By:_____________________

      Name:

      Title:

       
 


      
        
          
            


             

            [Signature
Page to Exchange and Registration Rights Agreement]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                [_______]_____________________________

                By:           

                Name:

                Title:

                Address:

              


      

      


       

      
        	 
      	
                [_______]_____________________________

                By:           

                Name:

                Title:

                Address:

              


      

      


       

      
        	 
      	
                [_______]_____________________________

                By:           

                Name:

                Title:

              


      

      


       

      
        	 
      	
                [_______]_____________________________

                By:           

                Name:

                Title:

                Address:

              


      

      


       

      
        	 
      	
                [_______]_____________________________

                By:           

                Name:

                Title:

                Address:

              


      

      


       


      
        
          
            


             

            [Signature
Page to Exchange and Registration Rights Agreement]

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      EXHIBIT
A

       

      


       

      CCH II,
LLC

       

      CCH II
CAPITAL CORP.

       

      INSTRUCTION
TO DTC PARTICIPANTS

       

      (Date of
Mailing)

       

      URGENT —
IMMEDIATE ATTENTION REQUESTED

       

      DEADLINE
FOR RESPONSE:  [DATE](1)

       

      The
Depository Trust Company (“DTC”) has identified you as a DTC Participant through
which beneficial interests in the CCH II, LLC (“CCH II”) and CCH II Capital
Corp. (collectively, the “Issuers”) 13.50% Senior Notes due 2016 (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 Exchange and Registration Statement, beneficial
owners must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.

       

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

       

      _____________

       

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

       


      
        
          
            
              	 
      	
                      A-1

                    	 
      


            

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      CCH II,
LLC

       

      CCH II
CAPITAL CORP.

       

      Notice of
Registration Statement

       

      and

       

      Selling
Securityholder Questionnaire

       

      (Date)

       

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

       

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

       

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

       


      
        
          
            
              	 
      	
                      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 Registration Rights Agreement,
including, without limitation, Section 5 of the Registration Rights Agreement,
as if the undersigned Selling Securityholder were an original party
thereto.

       

      Upon any
sale of Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Issuers and the
Trustee the Notice of Transfer Pursuant to Registration Statement set forth in
Exhibit C to
the Registration Rights Agreement within ten (10) business days of such
transfer.

       

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

       

      QUESTIONNAIRE

       

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

       

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

       

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

       

      (iv)         Full
name of person or persons who have voting or investment control of the
Registrable Securities:

       

      (2)           Address
for Notices to Selling Securityholder:

       

      _______________________________

       

      _______________________________

       

      _______________________________

       

      Telephone:                                ______________________________

       

      Fax:                                            
______________________________

       

      Contact
Person:                        ______________________________

       

      (3)           Beneficial
Ownership of Notes:

       

      	 
      	
              A-3

            	 
      


       

      
         

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

      (a)           Principal
amount of Registrable Securities beneficially owned:

       

      ______________________________________________

       

      ______________________________________________


       

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

       

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

       

      ______________________________________________


       

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

       

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

       

      CUSIP No(s). of such Registrable
Securities to be included in the 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):  All or any portion of such Registrable Securities may be sold
from time to time directly by the undersigned Selling Securityholder or,
alternatively, through one or more 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 

      
         

        	 
      	
                A-4

              	 
      


         

      

      
        
          

        

      

      
      

       

      block
transactions) (i) on any national securities exchange or quotation service on
which the Registrable Securities 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, whether such options are listed on an options exchange
or otherwise, (v) ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers, (vi) block trades in which the broker-dealer
will attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction, (vii) purchases by a
broker-dealer as principal and resale by the broker-dealer for its account,
(viii) an exchange distribution in accordance with the rules of the applicable
exchange, (ix) privately negotiated transactions, (x) short sales, (xi) sales
pursuant to Rule 144 or Rule 144A, (xii) broker-dealers may agree with the
selling securityholder to sell a specified number of shares at a stipulated
price per share, (xiii) a combination of any such methods of sale, and (xiv) any
other method permitted pursuant to applicable law.  In connection with
sales of the Registrable Securities or otherwise, the Selling Securityholder may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the Registrable Securities in the course of hedging the positions
they assume.  The Selling Securityholder may also sell Registrable
Securities short and deliver Registrable Securities to close out such short
positions, or loan or pledge Registrable Securities to broker-dealers that in
turn may sell such Notes.

       

      State any
exceptions here:

       

      By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of the
1934 Act including, without limitation, Regulation M.

       

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

       

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

       

      By
signing below, the undersigned hereby represents and warrants that it is
entitled under the terms of the Registration Rights Agreement to have all of its
Registrable Securities included in the Registration Statement and cannot sell
such Registrable Securities in one transaction under Rule 144 solely because of
the provisions of Rule 144.

       

      In
accordance with the Selling Securityholder’s obligation under Section 3(e) of
the Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly 

      
         

        	 
      	
                A-5

              	 
      


         

      

      
        
          
          

          
            

          

        

        
          
          

        

         

        notify
the Issuers of any inaccuracies or changes in the information provided herein
which may occur subsequent to the date hereof at any time while the Shelf
Registration Statement remains in effect.  All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing, by
hand-delivery, first-class mail, or air courier guaranteeing overnight delivery
as follows:

      

       

      (i)           To
the Issuers:

       

      CCH II, LLC

      CCH II Capital Corp.

      12405 Powerscourt Drive

      St. Louis,
Missouri  63131

      Attention:  General
Counsel

       

      with a copy to:

       

      Kirkland & Ellis LLP

      153 East 53rd Street

      New York, NY 10022

      Attn: Christian O. Nagler

      


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

       

      The
undersigned represents and warrants that it holds Registrable Securities and is
entitled to have such Registrable Securities included in a Registration
Statement.

       

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

       

      Dated:  ____________________

       

      


      ______________________________________________________________________

      Selling
Securityholder

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

       

      By:  ___________________________________________

       

      Name:

      Title:

      
        
           

          	 
      	
                  A-6

                	 
      


           

        

      

      
        
          

        

      

      
      

       

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

       

      Kirkland & Ellis LLP

      153 East 53rd Street

      New York, NY 10022

      Attn: Christian O. Nagler

       


      
        
          
            
              	 
      	
                      A-7

                    	 
      


            

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      PLAN OF
DISTRIBUTION

      


      We are
registering our 13.50% Senior Notes due 2016 to permit the resale of such
securities.  We will not receive any of the proceeds from the sale by
the selling securityholder of the securities.

       

      The
selling securityholder may sell all or a portion of the securities beneficially
owned by it and offered hereby from time to time directly or through one or more
underwriters, broker-dealers or agents. If the securities are sold through
underwriters or broker-dealers, the selling securityholder will be responsible
for underwriting discounts or commissions or agent’s commissions. The securities
may be sold in one or more transactions at fixed prices, at prevailing market
prices at the time of the sale, at varying prices determined at the time of
sale, or at negotiated prices. These sales may be effected in transactions,
which may involve crosses or block transactions,

       

      
        	
                ·  

              	
                on
      any national securities exchange or quotation service on which the
      securities may be listed or quoted at the time of
  sale;

              


      

       

      
        	
                ·  

              	
                in
      the over-the-counter market;

              


      

       

      
        	
                ·  

              	
                in
      transactions otherwise than on these exchanges or systems or in the
      over-the-counter market;

              


      

       

      
        	
                ·  

              	
                through
      the writing of options, whether such options are listed on an options
      exchange or otherwise;

              


      

       

      
        	
                ·  

              	
                ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

              


      

       

      
        	
                ·  

              	
                block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

              


      

       

      
        	
                ·  

              	
                purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

              


      

       

      
        	
                ·  

              	
                an
      exchange distribution in accordance with the rules of the applicable
      exchange;

              


      

       

      
        	
                ·  

              	
                privately
      negotiated transactions;

              


      

       

      
        	
                ·  

              	
                short
      sales;

              


      

       

      
        	
                ·  

              	
                sales
      pursuant to Rule 144 or Rule 144A;

              


      

       

      
        	
                ·  

              	
                broker-dealers
      may agree with the selling securityholder to sell a specified number of
      such shares at a stipulated price per
share;

              


      

       

      
        	
                ·  

              	
                a
      combination of any such methods of sale;
and

              


      

      
        
           

          	 
      	
                  B-1

                	 
      


           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ·  

              	
                any
      other method permitted pursuant to applicable
  law.

              


      

       

      If the
selling securityholders effect such transactions by selling securities to or
through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling securityholders or commissions from
purchasers of the securities for whom they may act as agent or to whom they may
sell as principal (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in
the types of transactions involved). In connection with sales of the securities,
the selling securityholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the securities in the
course of hedging in positions they assume. The selling securityholder may also
sell securities short and deliver securities covered by this prospectus to close
out short positions and to return borrowed shares in connection with such short
sales. The selling securityholder may also loan or pledge securities to
broker-dealers that in turn may sell such securities.

       

      The
selling securityholders and any broker-dealer participating in the distribution
of the securities may be deemed to be “underwriters” within the meaning of the
Securities Act of 1933, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act of 1933. At the time a particular offering
of the securities is made, a prospectus supplement, if required, will be
distributed which will set forth the aggregate amount of shares of securities
being offered and the terms of the offering, including the name or names of any
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling securityholders and any discounts,
commissions or concessions allowed or reallowed or paid to
broker-dealers.

       

      There can
be no assurance that the selling securityholders will sell any or all of the
securities pursuant to the shelf registration statement, of which this
prospectus forms a part.

       

      We will
pay all expenses of the registration of the securities pursuant to the
registration rights agreement, including, without limitation, Securities and
Exchange Commission filing fees; provided, however, that the selling security
holders will pay all underwriting discounts and selling commissions, if any. We
will indemnify the selling security holders against liabilities, including some
liabilities under the Securities Act of 1933, in accordance with the
registration rights agreements, or the selling securityholders will be entitled
to contribution. We may be indemnified by the selling securityholders against
civil liabilities, including liabilities under the Securities Act of 1933, that
may arise from any written information furnished to us by the selling
securityholders specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to
contribution.

       

      Once sold
under the registration statement, of which this prospectus forms a part, the
securities will be freely tradable in the hands of persons other than our
affiliates.

       


      
        
          
            
              	 
      	
                      B-2

                    	 
      


            

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      NOTICE OF
TRANSFER PURSUANT TO REGISTRATION STATEMENT

       

      CCH II,
LLC

      CCH II
Capital Corp.

      12405
Powerscourt Drive

      St.
Louis, Missouri  63131

      Attention:  General
Counsel

      


      The Bank
of New York Mellon Trust Company, NA, as trustee

      2 North
LaSalle Street, Suite 1020

      Chicago,
Illinois  60602

      Attention:
Trust Officer

       

      Re:           13.50%
Senior Notes due 2016

       

      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)

              
	 
      


      

      


       


      
        
          
            
              	 
      	
                      C-3