CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
MARCUS CABLE HOLDINGS, LLC
$1,475,000,000 9.92% Senior Discount Notes due 2011
Exchange and Registration Rights Agreement
March 17, 1999
Goldman, Sachs & Co.
Chase Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Bear, Stearns & Co. Inc.
NationsBanc Montgomery Securities LLC
Salomon Smith Barney Inc.
Credit Lyonnais Securities (USA), Inc.
First Union Capital Markets Corp.
Prudential Securities Incorporated
TD Securities (USA) Inc.
CIBC Oppenheimer Corp.
Nesbitt Burns Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004
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 $1,475,000,000
aggregate principal amount at maturity of 9.92% Senior Discount Notes due 2011
which are guaranteed (the "Guarantee") by Marcus Cable Holdings,
LLC (the "Guarantor"). 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 and the Guarantor 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: