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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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                                                                  Exhibit 4.2(c)

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                    $325,000,000 10.25% SENIOR NOTES DUE 2010

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                January 12, 2000

Goldman, Sachs & Co.
Chase Securities Inc.
Credit Suisse First Boston Corporation
FleetBoston Robertson Stephens Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
TD Securities (USA) Inc.
First Union Securities, Inc.
PNC Capital Markets, Inc.
SunTrust Equitable Securities Corporation
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 $325,000,000
aggregate principal amount of 10.25% Senior Notes due 2010 (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:



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            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.

            "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 


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      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 12, 2000 between the Issuers and Harris Trust and Savings Bank,
      as Trustee, as the same shall be amended from time to time.

            "Notes" shall mean, collectively, the 10.25% Senior Notes due 2010
      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.

            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 6, 2000, 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.


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

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

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

            "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 



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      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 "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 



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      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, 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 



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

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

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

            3.    Registration Procedures.

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



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            (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 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 



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            or regulator of any state with respect thereto, or any request by
            the Commission for amendments or supplements to such Exchange Offer
            Registration Statement or prospectus or for additional information,
            (C) of the issuance by the Commission of any stop order suspending
            the effectiveness of such Exchange Offer Registration Statement or
            the initiation or, to the knowledge of the Issuers, threatening of
            any proceedings for that purpose, (D) if at any time the
            representations and warranties of the Issuers contemplated by
            Section 5 hereof cease to be true and correct in all material
            respects, (E) of the receipt by the Issuers of any notification with
            respect to the suspension of the qualification of the Exchange Notes
            for sale in any jurisdiction or the initiation or, to the knowledge
            of the Issuers, threatening of any proceeding for such purpose, or
            (F) at any time during the Resale Period when a prospectus is
            required to be delivered under the Securities Act, that such
            Exchange Offer Registration Statement, prospectus, prospectus
            amendment or supplement or post-effective amendment does not conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act 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


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            Notes to consummate the disposition thereof in such jurisdictions;
            provided, however, that neither of the Issuers shall be required for
            any such purpose to (1) qualify as a foreign corporation or limited
            liability company, as the case may be, in any jurisdiction wherein
            it would not otherwise be required to qualify but for the
            requirements of this Section 3(c)(vi), (2) consent to general
            service of process in any such jurisdiction or (3) make any changes
            to its certificate of incorporation or by-laws (or other
            organizational document) or any agreement between it and holders of
            its ownership interests;

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

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

                     (ix) comply with all applicable rules and regulations of
            the Commission, and make generally available to 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


<PAGE>   11

            calendar days from the date on which the Notice and Questionnaire is
            first mailed to such holders to return a completed and signed Notice
            and Questionnaire to the Issuers;

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

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

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

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

                     (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 



<PAGE>   12

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

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


<PAGE>   13

            prospectus is required to be delivered under the Securities Act,
            that such Shelf Registration Statement, prospectus, prospectus
            amendment or supplement or post-effective amendment does not conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder, or contains an untrue
            statement of a material fact or omits to state any material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

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

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



<PAGE>   14

            in all material respects with the applicable requirements of the
            Securities Act and the Trust Indenture Act, and the rules and
            regulations of the Commission thereunder, and such other documents,
            as such Electing Holder, agent, if any, and underwriter, if any, may
            reasonably request in order to facilitate the offering and
            disposition of the Registrable Securities owned by such Electing
            Holder, offered or sold by such agent or underwritten by such
            underwriter and to permit such Electing Holder, agent and
            underwriter to satisfy the prospectus delivery requirements of the
            Securities Act; and the Issuers hereby consent to the use of such
            prospectus (including such preliminary and summary prospectus) and
            any amendment or supplement thereto by each such Electing Holder and
            by any such agent and underwriter, in each case in the form most
            recently provided to such person by the Issuers, in connection with
            the offering and sale of the Registrable Securities covered by the
            prospectus (including such preliminary and summary prospectus) or
            any supplement or amendment thereto;

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



<PAGE>   15

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

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

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

                     (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


<PAGE>   16

            the selling Electing Holders, the placement or sales agent, if any,
            therefor or the underwriters, if any, thereof, dated (i) the
            effective date of such Shelf Registration Statement and (ii) the
            effective date of any prospectus supplement to the prospectus
            included in such Shelf Registration Statement or post-effective
            amendment to such Shelf Registration Statement which includes
            unaudited or audited financial statements as of a date or for a
            period subsequent to that of the latest such statements included in
            such prospectus (and, if such Shelf Registration Statement
            contemplates an underwritten offering pursuant to any prospectus
            supplement to the prospectus included in such Shelf Registration
            Statement or post-effective amendment to such Shelf Registration
            Statement which includes unaudited or audited financial statements
            as of a date or for a period subsequent to that of the latest such
            statements included in such prospectus, dated the date of the
            closing under the underwriting agreement relating thereto), such
            letter or letters to be in customary form and covering such matters
            of the type customarily covered by letters of such type; (D) deliver
            such documents and certificates, including officers' certificates,
            as may be reasonably requested by any 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 



<PAGE>   17

            preparation of the Shelf Registration Statement relating to such
            Registrable Securities, to exercise usual standards of due diligence
            in respect thereto and, if any portion of the offering contemplated
            by such Shelf Registration Statement is an underwritten offering or
            is made through a placement or sales agent, to recommend the yield
            of such Registrable Securities, (B) indemnifying any such qualified
            independent underwriter to the extent of the indemnification of
            underwriters provided in Section 6 hereof (or to such other
            customary extent as may be requested by such underwriter), and (C)
            providing such information to such broker-dealer as may be required
            in order for such broker-dealer to comply with the requirements of
            the Conduct Rules; and

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

            (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.



<PAGE>   18

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

            4.       Registration Expenses.

            The Issuers agree, subject to the last sentence of this Section, 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 



<PAGE>   19

accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Issuers (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Issuers), (j) any fees charged by securities
rating services for rating the Notes, and (k) reasonable fees, expenses and
disbursements of any other persons, including special experts, retained by 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 



<PAGE>   20

      Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time
      as the Issuers furnishes an amended or supplemented prospectus pursuant to
      Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
      and each prospectus (including any summary prospectus) contained therein
      or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
      amended or supplemented, will conform in all material respects to the
      requirements of the Securities Act and the Trust Indenture Act and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing; provided,
      however, that this covenant shall not apply to any statements or 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, 



<PAGE>   21

      authorization, order, registration or qualification of or with any such
      court or governmental agency or body is required, including, without
      limitation, under the Cable Acts or any order, rule or regulation of the
      FCC, for the consummation by the Issuers of the transactions contemplated
      by this Exchange and Registration Rights Agreement, except the
      registration under the Securities Act of the Notes, qualification of the
      Indenture under the Trust Indenture Act and such consents, approvals,
      authorizations, registrations or qualifications as may be required under
      State Notes or blue sky laws in connection with the offering and
      distribution of the Notes.

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

            6.       Indemnification.

            (a) 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 



<PAGE>   22

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



<PAGE>   23

      thereof, such indemnifying party shall not be liable to such indemnified
      party for any legal expenses of other counsel or any other expenses, in
      each case subsequently incurred by such indemnified party, in connection
      with the defense thereof other than reasonable costs of investigation. No
      indemnifying party shall, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry of
      any judgment with respect to, any pending or threatened action or claim in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not the indemnified party is an actual or potential party to
      such action or claim) unless such settlement, compromise or judgment (i)
      includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim and (ii) does not include a
      statement as to or an admission of fault, culpability or a failure to act
      by or on behalf of any indemnified party.

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



<PAGE>   24

      amount in excess of the amount by which the total price at which the
      Registrable Securities underwritten by it and distributed to the public
      were offered to the public exceeds the amount of any damages which such
      underwriter has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of
      the Securities Act) shall be entitled to contribution from any person who
      was not guilty of such fraudulent misrepresentation. The holders' and any
      underwriters' obligations in this Section 6(d) to contribute shall be
      several in proportion to the principal amount of Registrable Securities
      registered or underwritten, as the case may be, by them and not joint.

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


<PAGE>   25

            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.

            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.



<PAGE>   26

            (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 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, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW.

            (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


<PAGE>   27

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

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


<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/ Curtis S. Shaw
                                 ------------------------------------
                                    Name:  Curtis S. Shaw
                                    Title: SVP, General Counsel & Secretary

                              CHARTER COMMUNICATIONS HOLDINGS 
         CAPITAL CORPORATION, as an Issuer

                              By  /s/ Curtis S. Shaw
                                 ------------------------------------
                                    Name:  Curtis S. Shaw
                                    Title: SVP, General Counsel & Secretary

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
FLEETBOSTON ROBERTSON STEPHENS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
TD SECURITIES (USA) INC.
FIRST UNION SECURITIES, INC.
PNC CAPITAL MARKETS, INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION

By: GOLDMAN, SACHS & CO.

By  /s/ Goldman, Sachs & Co.
  --------------------------------------
           (Goldman, Sachs & Co.)



<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")
10.25% Senior Notes due 2010 (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.



<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 [__] (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' 10.25% Senior Notes
due 2010 (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.



<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:         
                            ----------------------------------


<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:



<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 information provided herein 


<PAGE>   34

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.

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.



<PAGE>   35



Dated: 
       -------------------------

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

            By
               --------------------------------------
                Name:
                Title:



<PAGE>   36




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

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

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

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

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

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



<PAGE>   37


                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]
Charter Communications Holdings, LLC
Charter Communications Holdings Capital
   Corporation
c/o [Name of Trustee]
[Address of Trustee]

Attention: Trust Officer

            Re:   Charter Communications Holdings, LLC
            and Charter Communications Holdings Capital Corporation
            (together, the "Issuers") 10.25% Senior Notes due 2010

Dear Sirs:

Please be advised that ______________ has transferred $__________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [___] (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)