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                                                              Exhibit 4.2(c)(2)


                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

               $675,000,000 13.500% SENIOR DISCOUNT 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
c/o Morgan Stanley & Co. Incorporated
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 $675,000,000
aggregate principal amount at maturity of 13.500% Senior Discount 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 13.500% Senior Discount 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 Registrable Securities,


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

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

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

         3.       Registration Procedures.

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

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

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

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

                  (i) prepare and file with the Commission, as soon as
         practicable but no later than 120 days after the Closing Date, an
         Exchange Offer Registration


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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 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


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         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 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;


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

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

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

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

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


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

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

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

                  (vii) for a reasonable period prior to the filing of such
         Shelf Registration Statement, and throughout the period specified in
         Section 2(b), make available at reasonable times at the Issuers'
         principal place of business or such other reasonable place for
         inspection by the persons referred to in Section 3(d)(vi) who shall
         certify to the Issuers that they have a current intention to sell the
         Registrable 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


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         (subject to the requirements of such order, and only after such person
         shall have given the Issuers prompt prior written notice of such
         requirement), or (C) such information is required to be set forth in
         such Shelf Registration Statement or the prospectus included therein or
         in an amendment to such Shelf Registration Statement or an amendment or
         supplement to such prospectus in order that such Shelf Registration
         Statement, prospectus, amendment or supplement, as the case may be,
         complies with applicable requirements of the federal securities laws
         and the rules and regulations of the Commission and does not contain an
         untrue statement of a material fact or omit to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                  (viii) promptly notify each of the Electing Holders, any sales
         or placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment, when the
         same has become effective, (B) of any comments by the Commission and by
         the blue sky or securities commissioner or regulator of any state with
         respect thereto, or any request by the Commission for amendments or
         supplements to such Shelf Registration Statement or prospectus or for
         additional information, (C) of the issuance by the Commission of any
         stop order suspending the effectiveness of such Shelf Registration
         Statement or the initiation or, to the knowledge of the Issuers,
         threatening of any proceedings for that purpose, (D) if at any time the
         representations and warranties of the Issuers contemplated by Section
         3(d)(xvii) or Section 5 hereof cease to be true and correct in all
         material respects, (E) of the receipt by the Issuers of any
         notification with respect to the 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;


                                       12
<PAGE>   13
                (x) if requested by any managing underwriter or underwriters,
        any placement or sales agent or any Electing Holder, promptly
        incorporate in a prospectus supplement or post-effective amendment such
        information as is required by the applicable rules and regulations of
        the Commission, and as such managing underwriter or underwriters, such
        agent or such Electing Holder specifies should be included therein
        relating to the terms of the sale of such Registrable Securities,
        including information (i) with respect to the principal amount of
        Registrable Securities being sold by such Electing Holder or agent or to
        any underwriters, the name and description of such Electing Holder,
        agent or underwriter, the offering price of such Registrable Securities,
        and any discount, commission or other compensation payable in respect
        thereof and the purchase price being paid therefor by such underwriters
        and (ii) with respect to any other material terms of the offering of the
        Registrable Securities to be sold by such Electing Holder or agent or to
        such underwriters; and make all required filings of such prospectus
        supplement or post-effective amendment upon notification of the matters
        to be incorporated in such prospectus supplement or post-effective
        amendment;

               (xi) furnish to each Electing Holder, each placement or sales
        agent, if any, therefor, each underwriter, if any, thereof and the
        respective counsel referred to in Section 3(d)(vi) hereof an executed
        copy (or, in the case of an Electing Holder, a conformed copy) of such
        Shelf Registration Statement, each such amendment and supplement thereto
        (in each case including all exhibits thereto (in the case of an Electing
        Holder of Registrable Securities, upon request) and documents
        incorporated by reference therein) and such number of copies of such
        Shelf Registration Statement (excluding exhibits thereto and documents
        incorporated by reference therein unless specifically so requested by
        such Electing Holder, agent or underwriter, as the case may be) and of
        the prospectus 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


                                       13
<PAGE>   14
        covered by the prospectus (including such preliminary and summary
        prospectus) or any supplement or amendment thereto;

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

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

               (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;


                                       14
<PAGE>   15
                (xv) provide a CUSIP number for all Registrable Securities, not
        later than the applicable Effective Time;

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

               (xvii) whether or not an agreement of the type referred to in
        Section 3(d)(xvi) hereof is entered into, and whether or not any portion
        of the offering contemplated by the Shelf Registration is an
        underwritten offering or is made through a placement or sales agent or
        any other entity, (A) make such representations and warranties to the
        Electing Holders and the placement or sales agent, if any, therefor and
        the underwriters, if any, thereof in form, substance and scope as are
        customarily made in connection with an offering of debt securities
        pursuant to any appropriate agreement or to a registration statement
        filed on the form applicable to the Shelf Registration; (B) obtain an
        opinion of counsel to the Issuers in customary form, subject to
        customary limitations, assumptions and exclusions, and covering such
        matters, of the type customarily covered by such an opinion, as the
        managing underwriters, if any, or as any Electing Holders of at least
        20% in aggregate principal amount of the Registrable Securities at the
        time outstanding may reasonably request, addressed to such Electing
        Holder or Electing Holders and the placement or sales agent, if any,
        therefor and the underwriters, if any, thereof and dated the date of the
        Effective Time of such Shelf Registration Statement (and if such Shelf
        Registration Statement contemplates an underwritten offering of a part
        or all of the Registrable Securities, dated the date of the closing
        under the underwriting agreement relating thereto) (it being agreed that
        the matters to be covered by such opinion shall 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


                                       15
<PAGE>   16
        Statement or post-effective amendment to such Shelf Registration
        Statement which includes unaudited or audited financial statements as of
        a date or for a period subsequent to that of the latest such statements
        included in such prospectus, dated the date of the closing under the
        underwriting agreement relating thereto), such letter or letters to be
        in customary form and covering such matters of the type customarily
        covered by letters of such type; (D) deliver such documents and
        certificates, including officers' certificates, as may be reasonably
        requested by any Electing Holders of at least 20% in aggregate principal
        amount of the Registrable Securities at the time outstanding or the
        placement or sales agent, if any, therefor and the managing
        underwriters, if any, thereof to evidence the accuracy of the
        representations and warranties made pursuant to clause (A) above or
        those contained in Section 5(a) hereof and the compliance with or
        satisfaction of any agreements or conditions contained in the
        underwriting agreement or other similar agreement entered into by the
        Issuers pursuant to Section 3(d)(xvi); and (E) undertake such
        obligations relating to expense reimbursement, indemnification and
        contribution as are provided in Section 6 hereof;

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

               (xix) in the event that any broker-dealer registered under the
        Exchange Act shall underwrite any Registrable Securities or participate
        as a member of an underwriting syndicate or selling group or "assist in
        the distribution" (within the meaning of the Conduct Rules (the "Conduct
        Rules") of the National Association of Securities Dealers, Inc. ("NASD")
        or any successor thereto, as amended from time to time) thereof, whether
        as a holder of such Registrable Securities or as an 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


                                       16
<PAGE>   17
        such broker-dealer as may be required in order for such broker-dealer to
        comply with the requirements of the Conduct Rules; and

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

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

        (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


                                       17
<PAGE>   18
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Issuers any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such Electing Holder or the disposition of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.

        4.     Registration Expenses.

        The Issuers agree, subject to the last sentence of this Section, to bear
and to pay or cause to be paid promptly all expenses incident to the Issuers'
performance of or compliance with this Exchange and Registration Rights
Agreement, including (a) all Commission and any NASD registration, filing and
review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Notes for offering and sale under the securities laws and
blue sky laws referred to in Section 3(d)(xii) hereof and determination of their
eligibility for investment under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any fees and
disbursements of counsel for the Electing Holders or underwriters in connection
with such qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Notes for delivery
and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Notes to be disposed of (including certificates representing
the Notes), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of 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


                                       18
<PAGE>   19
charged by securities rating services for rating the Notes, and (k) reasonable
fees, expenses and disbursements of any other persons, including special
experts, retained by the Issuers in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Issuers
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Registrable Securities and the
fees and disbursements of any counsel or other advisors or experts retained by
such holders (severally or jointly), other than the counsel and experts
specifically referred to above.

        5.     Representations, Warranties and Covenants.

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

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

        (a) Each registration statement covering Registrable Securities and each
prospectus (including any preliminary or summary prospectus) contained therein
or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further
amendments or supplements to any such registration statement or prospectus, when
it becomes effective or is filed with the Commission, as the case may be, and,
in the case of an underwritten offering of Registrable Securities, at the time
of the closing under the underwriting agreement relating thereto, will conform
in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or 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


                                       19
<PAGE>   20
existing; provided, however, that this covenant shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Issuers by a holder of Registrable Securities
expressly for use therein.

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

        (c) The compliance by the Issuers with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a material
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement, lease, license, franchise
agreement, permit or other material agreement or instrument to which either of
the Issuers or any of their subsidiaries is a party or by which either of the
Issuers or any of their subsidiaries is bound or to which any of the property or
assets of the Issuers or any of their subsidiaries is subject, nor will such
action result in any violation of the provisions of the certificate of formation
or limited liability company agreement of the Company or the certificate of
incorporation or bylaws of Charter Capital or any statute or any order, rule or
regulation of any court or governmental agency or body, including without
limitation, the Communications Act of 1934, as amended, the Cable Communications
Policy Act of 1984, as amended, the Cable Television Consumer Protection and
Competition Act of 1992, as amended, and the Telecommunications Act of 1996
(collectively, the "Cable Acts") or any order, rule or 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.


                                       20
<PAGE>   21
        (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Issuers.

        6.     Indemnification.

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

        (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


                                       21
<PAGE>   22
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Issuers to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Issuers by such
Electing Holder or underwriter expressly for use therein, and (ii) reimburse the
Issuers for any legal or other expenses reasonably incurred by the Issuers in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

        (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense 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.


                                       22
<PAGE>   23
        (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total 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


                                       23
<PAGE>   24
and each person, if any, who controls any holder, agent or underwriter within
the meaning of the Securities Act; and the obligations of the holders and any
agents or underwriters contemplated by this Section 6 shall be in addition to
any liability which the respective holder, agent or underwriter may otherwise
have and shall extend, upon the same terms and conditions, to each officer
(including any officer who signed any registration statement), director,
employee, representative or agent of the Issuers and to each person, if any, who
controls the Issuers within the meaning of the Securities Act.

        7.     Underwritten Offerings.

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

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

        8.     Rule 144.

        Each of the Issuers covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, it
shall timely file the reports 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.


                                       24
<PAGE>   25
        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


                                       25
<PAGE>   26
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


                                       26
<PAGE>   27
business day during normal business hours by any holder of Registrable
Securities for proper purposes only (which shall include any purpose related to
the rights of the holders of Registrable Securities under the Notes, the
Indenture and this Agreement) at the offices of the Issuers at the address
thereof set forth in Section 9(c) above and at the office of the Trustee under
the Indenture.

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




                                       27


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

                             Very truly yours,

                             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
                                       28
<PAGE>   29
                                                                       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")
10.750% Senior Notes due 2009 (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>   30
                      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' 10.750% Senior Notes
due 2009 (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>   31
                                    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>   32
(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:


                                      A-4
<PAGE>   33
        Except as set forth below, the undersigned Selling Securityholder
        intends to distribute the Registrable Securities listed above in Item
        (3) only as follows (if at all): Such Registrable Securities may be sold
        from time to time directly by the undersigned Selling Securityholder or,
        alternatively, through underwriters, broker-dealers or agents. Such
        Registrable Securities may be sold in one or more transactions at fixed
        prices, at prevailing market prices at the time of sale, at varying
        prices determined at the time of sale, or at negotiated prices. Such
        sales may be effected in transactions (which may involve crosses or
        block transactions) (i) on any national securities exchange or quotation
        service on which the Registered Notes may be listed or quoted at the
        time of sale, (ii) in the over-the-counter market, (iii) in transactions
        otherwise than on such exchanges or services or in the over-the-counter
        market, or (iv) through the writing of options. In connection with sales
        of the Registrable Securities or otherwise, the Selling Securityholder
        may enter into hedging transactions with broker-dealers, which may in
        turn engage in short sales of the Registrable Securities in the course
        of hedging the positions they assume. The Selling Securityholder may
        also sell Registrable Securities short and deliver Registrable
        Securities to close out such short positions, or loan or pledge
        Registrable Securities to broker-dealers that in turn may sell such
        Notes.

        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>   34
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>   35
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>   36
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>   37
                                                                       EXHIBIT B



              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

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

Attention: Trust Officer

         Re:   Charter Communications Holdings, LLC
         and Charter Communications Holdings Capital Corporation
         (together, the "Issuers") 13.500% Senior Discount 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