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                                                              Exhibit 4.2(b)(2)


                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                   $500,000,000 11.125% SENIOR NOTES DUE 2011

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                January 10, 2001


Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Bear, Stearns & Co. Inc.
RBC Dominion Securities Corporation
1585 Broadway
New York, New York  10036

Ladies and Gentlemen:

         Charter Communications Holdings, LLC, a Delaware limited liability
company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), propose, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) their $500,000,000
aggregate principal amount of 11.125% Senior Notes due 2011 (the "Notes"). As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Issuers agree with the Purchasers for the benefit of holders (as defined herein)
from time to time of the Registrable Securities (as defined herein) as follows:

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

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

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

         "Closing Date" shall mean the date on which the Notes are initially
issued.
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         "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

         "Effective Time," in the case of (i) an Exchange Offer Registration,
shall mean the time and date as of which the Commission declares the Exchange
Offer Registration Statement effective or as of which the Exchange Offer
Registration Statement otherwise becomes effective and (ii) a Shelf
Registration, shall mean the time and date as of which the Commission declares
the Shelf Registration Statement effective or as of which the Shelf Registration
Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Issuers in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.

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

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

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

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

         The term "holder" shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any successors
or assigns), in each case for so long as such person is a registered holder of
any Registrable Securities.

         "Indenture" shall mean the Indenture governing the Notes, dated as of
January 10, 2001 between the Issuers and BNY Midwest Trust Company, as Trustee,
as the same shall be amended from time to time.

         "Notes" shall mean, collectively, the 11.125% Senior Notes due 2011 of
the Issuers to be issued and sold to the Purchasers, and Notes issued in
exchange therefor or in lieu thereof, pursuant to the Indenture.

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


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

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
January 5, 2001, between the Purchasers and the Issuers relating to the Notes.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
Purchase Agreement.

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

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

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

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

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


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exchange for Registrable Securities acquired by the broker-dealer directly from
the Issuers.

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

         "Securities Act" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.

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

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

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

         "subsidiaries" shall mean subsidiaries which would be "significant
subsidiaries" as defined in Rule 1-02(w) of Regulation S-X under the Exchange
Act.

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

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

         2.       Registration Under the Securities Act.

                  (a) Except as set forth in Section 2(b) below, the Issuers
agree to file under the Securities Act, as soon as practicable, but no later
than 120 days after the Closing Date, a registration statement relating to an
offer to exchange (such registration statement, the "Exchange Offer Registration
Statement", and such offer, the "Exchange Offer") any and all of the Notes for a
like aggregate principal amount of notes issued by the Issuers, which notes are
substantially identical in all material respects to the Notes (and are entitled
to the benefits of a trust indenture which has terms identical in all material
respects to the Indenture or is the Indenture and which has been qualified under
the Trust Indenture Act), except that they have been registered pursuant to an
effective registration statement under the Securities Act and do not contain
provisions for the additional interest contemplated in Section 2(c) below (such
notes hereinafter called


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"Exchange Notes"). The Issuers agree to use their reasonable best efforts to
cause the Exchange Offer Registration Statement to become or be declared
effective under the Securities Act as soon as practicable, but no later than 180
days after the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Issuers further
agree to use their reasonable best efforts to complete the Exchange Offer
promptly, but no later than 30 business days or longer, if required by the
federal securities laws, after such registration statement has become effective,
hold the Exchange Offer open for at least 30 days and exchange Exchange Notes
for all Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
Offer will be deemed to have been "completed" only if the Exchange Notes
received by holders, other than Restricted Holders, in the Exchange Offer in
exchange for Registrable Securities are, upon receipt, transferable by each such
holder without restriction under the Securities Act and the Exchange Act and
without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America. The Exchange
Offer shall be deemed to have been completed upon the earlier to occur of (i)
the Issuers having exchanged the Exchange Notes for all outstanding Registrable
Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged,
pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities
that have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 business days
following the commencement of the Exchange Offer. The Issuers agree (x) to
include in the Exchange Offer Registration Statement a prospectus for use in any
resales by any holder of Exchange Notes that is a broker-dealer and (y) to keep
such Exchange Offer Registration Statement effective for a period (the "Resale
Period") beginning when Exchange Notes are first issued in the Exchange Offer
and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities. With respect to such Exchange Offer Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

                  (b) If (i) on or prior to the time the Exchange Offer is
completed existing law or Commission policy or interpretations are changed such
that the Exchange Notes received by holders, other than Restricted Holders, in
the Exchange Offer in exchange for Registrable Securities are not or would not
be, upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 210 days
following the Closing Date or (iii) the Exchange Offer is not available to any
holder of the Notes, the Issuers shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by Section
2(a), file under the Securities Act on or prior to 30 business days after the
time such obligation to file arises, a "shelf" registration statement providing
for the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the


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

                  (c) In the event that (i) the Issuers have not filed the
Exchange Offer Registration Statement or Shelf Registration Statement on or
before the date on which such registration statement is required to be filed
pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer
Registration Statement or Shelf Registration Statement has not become effective
or been declared effective by the Commission on or before the date on which such
registration statement is required to become or be declared effective pursuant
to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been
completed within 30 business days after the initial effective date of the
Exchange Offer Registration Statement relating to the Exchange Offer (if the
Exchange Offer is then required to be made) or (iv) any Exchange Offer
Registration Statement or Shelf Registration Statement required by Section 2(a)
or 2(b) hereof is filed and becomes or is declared effective but shall
thereafter either be withdrawn by the Issuers or shall become subject to an
effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages


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for such Registration Default, subject to the provisions of Section 9(b),
special interest ("Special Interest"), in addition to the Base Interest, shall
accrue on the aggregate principal amount of the outstanding Notes at a per annum
rate of 0.25% for the first 90 days of the Registration Default Period, at a per
annum rate of 0.50% for the second 90 days of the Registration Default Period,
at a per annum rate of 0.75% for the third 90 days of the Registration Default
Period and at a per annum rate of 1.0% thereafter for the remaining portion of
the Registration Default Period. All accrued Special Interest shall be paid in
cash by the Issuers on each Interest Payment Date (as defined in the Indenture).
Notwithstanding the foregoing and anything in this Agreement to the contrary, in
the case of an event referred to in clause (ii) above, a "Registration Default"
shall be deemed not to have occurred so long as the Issuers, in their sole
reasonable judgment, are using and continuing to use their reasonable best
efforts to cause such Exchange Offer Registration Statement or Shelf
Registration Statement, as the case may be, to become or be declared effective.

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

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

         3.       Registration Procedures.

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

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

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

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


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

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

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


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                  any notification with respect to the suspension of the
                  qualification of the Exchange Notes for sale in any
                  jurisdiction or the initiation or, to the knowledge of the
                  Issuers, threatening of any proceeding for such purpose, or
                  (F) at any time during the Resale Period when a prospectus is
                  required to be delivered under the Securities Act, that such
                  Exchange Offer Registration Statement, prospectus, prospectus
                  amendment or supplement or post-effective amendment does not
                  conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder, or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

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

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

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


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

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

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

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

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

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

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


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                  unless such holder has returned a completed and signed Notice
                  and Questionnaire to the Issuers by the deadline for response
                  set forth therein; provided, however, holders of Registrable
                  Securities shall have at least 28 calendar days from the date
                  on which the Notice and Questionnaire is first mailed to such
                  holders to return a completed and signed Notice and
                  Questionnaire to the Issuers;

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

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

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

                           (vi) provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;


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

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


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

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

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


                                       13
<PAGE>   14
                  amendment upon notification of the matters to be incorporated
                  in such prospectus supplement or post-effective amendment;

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

                           (xii) use their reasonable best efforts to (A)
                  register or qualify the Registrable Securities to be included
                  in such Shelf Registration Statement under such securities
                  laws or blue sky laws of such jurisdictions as any Electing
                  Holder and each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration is required to remain effective
                  under Section 2(b) above and for so long as may be necessary
                  to enable any such Electing Holder, agent or underwriter to
                  complete its distribution of Notes pursuant to such Shelf
                  Registration Statement and


                                       14
<PAGE>   15
                  (C) take any and all other actions as may be reasonably
                  necessary or advisable to enable each such Electing Holder,
                  agent, if any, and underwriter, if any, to consummate the
                  disposition in such jurisdictions of such Registrable
                  Securities; provided, however, that none of the Issuers shall
                  be required for any such purpose to (1) qualify as a foreign
                  corporation or limited liability company, as the case may be,
                  in any jurisdiction wherein it would not otherwise be required
                  to qualify but for the requirements of this Section 3(d)(xii),
                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its certificate of
                  incorporation or by-laws (or other organizational document) or
                  any agreement between it and holders of its ownership
                  interests;

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

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

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

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


                                       15
<PAGE>   16
                           (xvii) whether or not an agreement of the type
                  referred to in Section 3(d)(xvi) hereof is entered into, and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration is an underwritten offering or is made
                  through a placement or sales agent or any other entity, (A)
                  make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Issuers in customary form, subject to customary limitations,
                  assumptions and exclusions, and covering such matters, of the
                  type customarily covered by such an opinion, as the managing
                  underwriters, if any, or as any Electing Holders of at least
                  20% in aggregate principal amount of the Registrable
                  Securities at the time outstanding may reasonably request,
                  addressed to such Electing Holder or Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the date of the
                  Effective Time of such Shelf Registration Statement (and if
                  such Shelf Registration Statement contemplates an underwritten
                  offering of a part or all of the Registrable Securities, dated
                  the date of the closing under the underwriting agreement
                  relating thereto) (it being agreed that the matters to be
                  covered by such opinion shall include the matters set forth in
                  paragraphs (b) and (d) of Section 7 of the Purchase Agreement
                  to the extent applicable to an offering of this type); (C)
                  obtain a "cold comfort" letter or letters from the independent
                  certified public accountants of the Issuers addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; (D) deliver such documents and certificates,
                  including officers' certificates, as may be reasonably
                  requested by any


                                       16
<PAGE>   17
                  Electing Holders of at least 20% in aggregate principal amount
                  of the Registrable Securities at the time outstanding or the
                  placement or sales agent, if any, therefor and the managing
                  underwriters, if any, thereof to evidence the accuracy of the
                  representations and warranties made pursuant to clause (A)
                  above or those contained in Section 5(a) hereof and the
                  compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  similar agreement entered into by the Issuers pursuant to
                  Section 3(d)(xvi); and (E) undertake such obligations relating
                  to expense reimbursement, indemnification and contribution as
                  are provided in Section 6 hereof;

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

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


                                       17
<PAGE>   18
                           (xx) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but in any event not
                  later than eighteen months after the effective date of such
                  Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

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

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


                                       18
<PAGE>   19
to correct and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing.

         4.       Registration Expenses.

         The Issuers agree, subject to the last sentence of this Section, to
bear and to pay or cause to be paid promptly all expenses incident to the
Issuers' performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Notes for offering and sale under the securities laws and
blue sky laws referred to in Section 3(d)(xii) hereof and determination of their
eligibility for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any fees and
disbursements of counsel for the Electing Holders or underwriters in connection
with such qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Notes for delivery
and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Notes to be disposed of (including certificates representing
the Notes), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Notes and the preparation of documents referred in
clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any
agent of the Trustee and any reasonable fees and expenses for counsel for the
Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Issuers' officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Issuers (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Issuers), (j) any fees charged by securities
rating services for rating the Notes, and (k) reasonable fees, expenses and
disbursements of any other persons, including special experts, retained by


                                       19
<PAGE>   20
the Issuers in connection with such registration (collectively, the
"Registration Expenses"). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities or any
placement or sales agent therefor or underwriter thereof, the Issuers shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

         5.       Representations, Warranties and Covenants.

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

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

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


                                       20
<PAGE>   21
omissions made in reliance upon and in conformity with information furnished in
writing to the Issuers by a holder of Registrable Securities expressly for use
therein.

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

                  (c) The compliance by the Issuers with all of the provisions
of this Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a material
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, lease, license, franchise
agreement, permit or other material agreement or instrument to which either of
the Issuers or any of their subsidiaries is a party or by which either of the
Issuers or any of their subsidiaries is bound or to which any of the property or
assets of the Issuers or any of their subsidiaries is subject, nor will such
action result in any violation of the provisions of the certificate of formation
or limited liability company agreement of the Company or the certificate of
incorporation or bylaws of Charter Capital or any statute or any order, rule or
regulation of any court or governmental agency or body, including without
limitation, the Communications Act of 1934, as amended, the Cable Communications
Policy Act of 1984, as amended, the Cable Television Consumer Protection and
Competition Act of 1992, as amended, and the Telecommunications Act of 1996
(collectively, the "Cable Acts") or any order, rule or regulation of the Federal
Communications Commission (the "FCC"), having jurisdiction over the Issuers or
any of their subsidiaries or any of their properties, except for any such
violation which would not materially impair the Issuers' ability to comply
herewith; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required, including, without limitation, under the Cable Acts or any order, rule
or regulation of the FCC, for the consummation by the Issuers of the
transactions contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Securities Act of the Notes, qualification of
the Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
Notes or blue sky laws in connection with the offering and distribution of the
Notes.

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


                                       21
<PAGE>   22
         6.       Indemnification.

                  (a) Indemnification by the Issuers. The Issuers, jointly and
severally, (i) will indemnify and hold harmless each of the holders of
Registrable Securities included in an Exchange Offer Registration Statement,
each of the Electing Holders of Registrable Securities included in a Shelf
Registration Statement and each person who participates as a placement or sales
agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Offer Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Issuers to any such holder, Electing Holder, agent
or underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) will reimburse such holder, such Electing Holder, such
agent and such underwriter for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however, that neither of the Issuers
shall be liable to any such persons in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Issuers by such persons expressly for use therein.

                  (b) Indemnification by the Holders and any Agents and
Underwriters. The Issuers may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
2(b) hereof and to entering into any underwriting agreement or similar agreement
with respect thereto, that the Issuers shall have received an undertaking
reasonably satisfactory to them from the Electing Holder of such Registrable
Securities included in a Shelf Registration Statement and from each underwriter
or agent named in any such underwriting agreement or similar agreement,
severally and not jointly, to (i) indemnify and hold harmless the Issuers and
all other holders of Registrable Securities, against any losses, claims, damages
or liabilities to which the Issuers or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Issuers to any
such Electing Holder, agent or underwriter, or any amendment or


                                       22
<PAGE>   23
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuers by such Electing
Holder or underwriter expressly for use therein, and (ii) reimburse the Issuers
for any legal or other expenses reasonably incurred by the Issuers in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 6(b) for any amounts in
excess of the dollar amount of the proceeds to be received by such Electing
Holder from the sale of such Electing Holder's Registrable Securities pursuant
to such registration.

                  (c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

                  (d) Contribution. If for any reason the indemnification
provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or
insufficient to hold


                                       23
<PAGE>   24
harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

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


                                       24
<PAGE>   25
underwriters contemplated by this Section 6 shall be in addition to any
liability which the respective holder, agent or underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer (including
any officer who signed any registration statement), director, employee,
representative or agent of the Issuers and to each person, if any, who controls
the Issuers within the meaning of the Securities Act.

         7.       Underwritten Offerings.

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

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

         8.       Rule 144.

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


                                       25
<PAGE>   26
         9.       Miscellaneous.

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

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

                  (c) Notices. All notices, requests, claims, demands, waivers
and other communications hereunder shall be in writing and shall be deemed to
have been duly given (i) when delivered by hand, if delivered personally or by
courier, (ii) when sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered or certified mail, return receipt
requested or (iii) three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: If to the
Issuers, c/o Charter Communications Holdings, LLC, 12444 Powerscourt Drive,
Suite 100, St. Louis, Missouri, 63131, Attention: Secretary, and if to a holder,
to the address of such holder set forth in the security register or other
records of the Issuers, or to such other address as the Issuers or any such
holder may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.

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


                                       26
<PAGE>   27
shall agree in writing to acquire and hold the Registrable Securities subject to
all of the applicable terms hereof.

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

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

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

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

                  (i) Inspection. For so long as this Exchange and Registration
Rights Agreement shall be in effect, this Exchange and Registration Rights
Agreement and a complete list of the names and addresses of all the holders of
Registrable Securities shall be made available for inspection and copying, upon
reasonable prior notice, on any


                                       27
<PAGE>   28
business day during normal business hours by any holder of Registrable
Securities for proper purposes only (which shall include any purpose related to
the rights of the holders of Registrable Securities under the Notes, the
Indenture and this Agreement) at the offices of the Issuers at the address
thereof set forth in Section 9(c) above and at the office of the Trustee under
the Indenture.

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


                                       28
<PAGE>   29
         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Issuers.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Issuers for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                    Very truly yours,

                                    CHARTER COMMUNICATIONS HOLDINGS, LLC, as
                                         an Issuer


                                    By:  /s/ Steven A. Schumm
                                         _______________________________________
                                         Name: Steven A. Schumm
                                         Title: Executive Vice President


                                    CHARTER COMMUNICATIONS HOLDINGS
                                         CAPITAL CORPORATION, as an Issuer


                                    By:  /s/ Steven A. Schumm
                                         _______________________________________
                                         Name: Steven A. Schumm
                                         Title: Executive Vice President

Accepted as of the date hereof:

MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
BEAR, STEARNS & CO. INC.
RBC DOMINION SECURITIES CORPORATION

By:  MORGAN STANLEY & CO. INCORPORATED

By:    /s/ Daniel H. Klausner
       _________________________________
       Name: Daniel H. Klausner
       Title: Principal


                                       29
<PAGE>   30
                                                                       EXHIBIT A


                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)


         The Depository Trust Issuers ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Charter Communications
Holdings, LLC (the "Company") and Charter Communications Holdings Capital
Corporation ("Charter Capital" and, together with the Company, the "Issuers")
11.125% Senior Notes due 2011 (the "Notes") are held.

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

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



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


                                      A-1
<PAGE>   31
                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION


                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)


         Reference is hereby made to the Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement") between Charter
Communications Holdings, LLC and Charter Communications Holdings Capital
Corporation (together, the "Issuers"), and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Issuers have
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Issuers' 11.125% Senior Notes
due 2011 (the "Notes"). A copy of the Exchange and Registration Rights Agreement
is attached hereto. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

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

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


                                      A-2
<PAGE>   32
                                    ELECTION

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

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

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



                                  QUESTIONNAIRE


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

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

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

(2)      Address for Notices to Selling Securityholder:

         _____________________________________

         _____________________________________

         _____________________________________

         Telephone: _____________________________________

         Fax: _____________________________________

         Contact Person: _____________________________________


                                      A-3
<PAGE>   33
(3)      Beneficial Ownership of Notes:

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

         (a)      Principal amount of Registrable Securities beneficially owned:
                  _________________________________________________________
                  CUSIP No(s). of such Registrable
                  Securities:______________________

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

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

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

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

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

                  State any exceptions here:


         (5)      Relationships with the Issuers:

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

                  State any exceptions here:


         (6)      Plan of Distribution:

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


                                      A-4
<PAGE>   34
                  time directly by the undersigned Selling Securityholder or,
                  alternatively, through underwriters, broker-dealers or agents.
                  Such Registrable Securities may be sold in one or more
                  transactions at fixed prices, at prevailing market prices at
                  the time of sale, at varying prices determined at the time of
                  sale, or at negotiated prices. Such sales may be effected in
                  transactions (which may involve crosses or block transactions)
                  (i) on any national securities exchange or quotation service
                  on which the Registered Notes may be listed or quoted at the
                  time of sale, (ii) in the over-the-counter market, (iii) in
                  transactions otherwise than on such exchanges or services or
                  in the over-the-counter market, or (iv) through the writing of
                  options. In connection with sales of the Registrable
                  Securities or otherwise, the Selling Securityholder may enter
                  into hedging transactions with broker-dealers, which may in
                  turn engage in short sales of the Registrable Securities in
                  the course of hedging the positions they assume. The Selling
                  Securityholder may also sell Registrable Securities short and
                  deliver Registrable Securities to close out such short
                  positions, or loan or pledge Registrable Securities to
                  broker-dealers that in turn may sell such Notes.

                  State any exceptions here:


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

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

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

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Issuers of any inaccuracies
or changes in the


                                      A-5
<PAGE>   35
information provided herein which may occur subsequent to the date hereof at any
time while the Shelf Registration Statement remains in effect. All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall
be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:

         (i)      To the Issuers:

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

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

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

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

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

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

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

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

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

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


                                      A-6
<PAGE>   36
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:   ___________________________


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


         By____________________________________________________________
              Name:
              Title:


                                      A-7
<PAGE>   37
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS' COUNSEL AT:

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

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

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

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

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


                                      A-8
<PAGE>   38
                                                                       EXHIBIT B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


BNY Midwest Trust Company
Charter Communications Holdings, LLC
Charter Communications Holdings Capital Corporation

c/o BNY Midwest Trust Company
2 N. LaSalle, Suite 1020
Chicago, Illinois  60602

Attention: Trust Officer

                  Re:  Charter Communications Holdings, LLC
                  and Charter Communications Holdings Capital Corporation
                  (together, the "Issuers") 11.125% Senior Notes due 2011

Dear Sirs:

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

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

Dated:

         Very truly yours,


         __________________________________
                   (Name)


         By: ______________________________
                (Authorized Signature)


                                      B-1