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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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                                                                  Exhibit 4.2(c)
    

                      CHARTER COMMUNICATIONS HOLDINGS, LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION

                           MARCUS CABLE HOLDINGS, LLC

                   $1,500,000,000 8.625% Senior Notes due 2009

                                   ----------

                   Exchange and Registration Rights Agreement

                                                                  March 17, 1999

Goldman, Sachs & Co.
Chase Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Bear, Stearns & Co. Inc.
NationsBanc Montgomery Securities LLC
Salomon Smith Barney Inc.
Credit Lyonnais Securities (USA), Inc.
First Union Capital Markets Corp.
Prudential Securities Incorporated
TD Securities (USA) Inc.
CIBC Oppenheimer Corp.
Nesbitt Burns Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York  10004

Ladies and Gentlemen:

            Charter Communications Holdings, LLC, a Delaware limited liability
company (the "Company"), and Charter Communications Holdings Capital
Corporation, a Delaware corporation ("Charter Capital" and, together with the
Company, the "Issuers"), propose, subject to the terms and conditions stated
herein, to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) their $1,500,000,000
aggregate principal amount of 8.625% Senior Notes due 2009 (the "Notes"), which
are guaranteed (the "Guarantee")
 by Marcus Cable Holdings, LLC (the
"Guarantor"). As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Issuers and the Guarantor agree with the Purchasers
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:


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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.

            "Guarantee" shall mean the guarantee of the Notes to be issued by
      the Guarantor.


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

            "Indenture" shall mean the Indenture governing the Notes, dated as
      of March 17, 1999 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 8.625% Senior Notes due 2009
      of the Issuers, guaranteed by the Guarantor, 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
      March 12, 1999, between the Purchasers, the Guarantor 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.


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

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

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

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


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similar import refer to this Exchange and Registration Rights Agreement as a
whole and not to any particular Section or other subdivision.

            2. Registration Under the Securities Act.

            (a) Except as set forth in Section 2(b) below, the Issuers agree to
file under the Securities Act, as soon as practicable, but no later than 90 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
guaranteed by the Guarantor for a like aggregate principal amount of notes
issued by the Issuers and guaranteed by the Guarantor, which notes and guarantee
are substantially identical in all material respects to the Notes and Guarantee
(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 effective under the Securities Act as soon as practicable, but no
later than 150 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 notes
received by holders other than Restricted Holders in the Exchange Offer 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 


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Registrable Securities. With respect to such Exchange Offer Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

            (b) If (i) on or prior to the time the Exchange Offer is completed
existing law or Commission policy or interpretations are changed such that the
Exchange Notes received by holders, other than Restricted Holders in the
Exchange Offer in exchange for Registrable Securities are not or would not be,
upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 180 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 to become effective or been declared
effec-


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tive by the Commission on or before the date on which such registration
statement is required to become or be declared effective pursuant to Section
2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 business days after the initial effective date of the Exchange Offer
Registration Statement relating to the Exchange Offer (if the Exchange Offer is
then required to be made) or (iv) any Exchange Offer Registration Statement or
Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed
and 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).

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

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

            3. Registration Procedures.

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

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


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            (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 90 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 effective as soon as practicable thereafter, but
            no later than 150 days after the Closing Date;

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

                  (iii) promptly notify each broker-dealer that has requested or
            received copies of the prospectus included in such registration
            statement, and confirm such advice in writing, (A) when such
            Exchange Offer Registration Statement or the prospectus included
            therein or any prospectus amendment or supplement or post-effective
            amendment has been filed, and, with respect to such Exchange Offer
            Registration Statement or any post-effective amendment, when the
            same has become effective, (B) of any comments by the Commission and
            by the blue sky or securities commissioner or regulator of any state
            with respect thereto or any request by the Commission for amendments
            or supplements to such Exchange Offer Registration Statement or
            prospectus or for additional informa-


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            tion, (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
            Notes to consummate the disposi-


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            tion thereof in such jurisdictions; 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(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 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 


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

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

                  (iv) as soon as practicable prepare and file with the
            Commission such amendments and supplements to such Shelf
            Registration Statement and the prospectus included therein as may be
            necessary to effect and maintain the effectiveness of such Shelf
            Registration Statement for the period specified in Section 2(b)
            hereof 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 


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<PAGE>   12

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

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


                                       12

<PAGE>   13

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

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

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


                                       13

<PAGE>   14

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

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


                                       14

<PAGE>   15

            ganizational document) or any agreement between it and holders of
            its ownership interests;

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

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

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

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

                  (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
            cov-


                                       15

<PAGE>   16

            ered 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 paragraph (b) of Section 7 of the Purchase Agreement to the
            extent applicable to an offering of this type); (C) obtain a "cold
            comfort" letter or letters from the independent certified public
            accountants of the Issuers addressed to the selling Electing
            Holders, the placement or sales agent, if any, therefor or the
            underwriters, if any, thereof, dated (i) the effective date of such
            Shelf Registration Statement and (ii) the effective date of any
            prospectus supplement to the prospectus included in such Shelf
            Registration Statement or post-effective amendment to such Shelf
            Registration Statement which includes unaudited or audited financial
            statements as of a date or for a period subsequent to that of the
            latest such statements included in such prospectus (and, if such
            Shelf Registration Statement contemplates an underwritten offering
            pursuant to any prospectus supplement to the prospectus included in
            such Shelf Registration Statement or post-effective amendment to
            such Shelf Registration Statement which includes unaudited or
            audited financial statements as of a date or for a period subsequent
            to that of the latest such statements included in such prospectus,
            dated the date of the closing under the underwriting agreement
            relating thereto), such letter or letters to be in customary form
            and covering such matters of the type customarily covered by letters
            of such type; (D) deliver such documents and certificates, including
            officers' certificates, as may be reasonably requested by any
            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 


                                       16

<PAGE>   17

            amendment or waiver effected pursuant thereto, each of which notices
            shall contain the substance of the amendment or waiver proposed or
            effected, as the case may be;

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

                  (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 


                                       17

<PAGE>   18

therein or necessary to make the statements therein not misleading in light of
the circumstances then existing. Each Electing Holder agrees that upon receipt
of any notice from the Issuers pursuant to Section 3(d)(viii)(F) hereof, such
Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Issuers, such
Electing Holder shall deliver to the Issuers (at the Issuers' expense) all
copies, other than permanent file copies, then in such Electing Holder's
possession of the prospectus covering such Registrable Securities at the time of
receipt of such notice.

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


                                       18

<PAGE>   19

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


                                       19

<PAGE>   20

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


                                       20

<PAGE>   21

any of their subsidiaries is subject, nor will such action result in any
violation of the provisions of the certificate of incorporation, charter, or the
by-laws (or other organizational document) of the Issuers or any statute or any
order, rule or regulation of any court or governmental agency or body, including
without limitation, the Federal Communications Act of 1934, as amended, the
Cable Communications Policy Act of 1984, the Cable Television Consumer
Protection and Competition Act of 1992 and the Telecommunications Reform Act of
1996 (collectively, the "Cable Acts") or any order, rule or regulation of the
Federal Communications Commission (the "FCC") having jurisdiction over the
Issuers or any of their subsidiaries or any of their properties, except for any
such violation which would not materially impair the Issuers' ability to comply
herewith; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required, including, without limitation, under the Cable Acts or any order, rule
or regulation of the FCC, for the consummation by the Issuers of the
transactions contemplated by this Exchange and Registration Rights Agreement,
except the registration under the Securities Act of the Notes, qualification of
the Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
Notes or blue sky laws in connection with the offering and distribution of the
Notes.

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

            6. Indemnification.

            (a) Indemnification by the Issuers and the Guarantor. The Issuers
and the Guarantor (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 none of the Issuers shall
be liable to any such persons in any such case to the extent that any 


                                       21

<PAGE>   22

such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Issuers by such persons expressly for use therein.

            (b) Indemnification by the Holders and any Agents and Underwriters.
The Issuers may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting agreement or similar agreement with respect
thereto, that the Issuers shall have received an undertaking reasonably
satisfactory to them from the Electing Holder of such Registrable Securities
included in a Shelf Registration Statement and from each underwriter or agent
named in any such underwriting agreement or similar agreement, severally and not
jointly, to (i) indemnify and hold harmless the Issuers, the Guarantor and all
other holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Issuers, the Guarantor 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 or the Guarantor by
such Electing Holder or underwriter expressly for use therein, and (ii)
reimburse the Issuers and the Guarantor for any legal or other expenses
reasonably incurred by the Issuers and the Guarantor 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 indemni-


                                       22

<PAGE>   23

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

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


                                       23

<PAGE>   24

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

            (e) The obligations of the Issuers and the Guarantor under this
Section 6 shall be in addition to any liability which the Issuers and the
Guarantor 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 the Guarantor and to each
person, if any, who controls the Issuers or the Guarantor 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.


                                       24

<PAGE>   25

            8. Rule 144.

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

            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, Inc., 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 


                                       25

<PAGE>   26

such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

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


                                       26

<PAGE>   27

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

            (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying, upon reasonable
prior notice, on any business day during normal business hours by any holder of
Registrable Securities for proper purposes only (which shall include any purpose
related to the rights of the holders of Registrable Securities under the Notes,
the Indenture and this Agreement) at the offices of the Issuers at the address
thereof set forth in Section 9(c) above and at the office of the Trustee under
the Indenture.

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


                                       27

<PAGE>   28

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

                                    Very truly yours,

                                    CHARTER COMMUNICATIONS
                                       HOLDINGS, LLC

                                    By:  /s/ Eloise Engman
                                        --------------------------------
                                        Name: Eloise Engman
                                        Title: Vice President 


                                    CHARTER COMMUNICATIONS HOLDINGS
                                      CAPITAL CORPORATION

                                    By:  /s/ Eloise Engman
                                        --------------------------------
                                        Name: Eloise Engman
                                        Title: Vice President


                                    MARCUS CABLE HOLDINGS, LLC

                                    By: MARCUS CABLE PROPERTIES, L.L.C.,
                                          as Manager

                                        By: MARCUS CABLE PROPERTIES,
                                              INC., as Manager

                                    By:  /s/ Marcy Lifton
                                        --------------------------------
                                        Name: Marcy Lifton
                                        Title: Senior Vice President and
                                               Assistant Secretary


                                       28

<PAGE>   29

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
BEAR, STEARNS & CO. INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
SALOMON SMITH BARNEY INC.
CREDIT LYONNAIS SECURITIES (USA), INC.
FIRST UNION CAPITAL MARKETS CORP.
PRUDENTIAL SECURITIES INCORPORATED
TD SECURITIES (USA) INC.
CIBC OPPENHEIMER CORP.
NESBITT BURNS SECURITIES INC.

By:  GOLDMAN, SACHS & CO.

By:  /s/ Goldman, Sachs & Co.
    --------------------------------
    Name:
    Title:


                                       29

<PAGE>   30

                                                                       Exhibit A

                       CHARTER COMMUNICATIONS HOLDINGS LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
                           MARCUS CABLE HOLDINGS, LLC

                         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") 8.625% Senior
Notes due 2009 (the "Notes"), guaranteed by Marcus Cable Holdings, LLC 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, Inc., 12444 Powerscourt Drive, Suite 100, St. Louis, Missouri,
63131, Attention: Secretary.

----------

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


                                      A-1

<PAGE>   31

                       CHARTER COMMUNICATIONS HOLDINGS LLC
               CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION
                           MARCUS CABLE HOLDINGS, LLC

                        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"), Marcus Cable Holdings, LLC (the "Guarantor") 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'
8.625% Senior Notes due 2009 (the "Notes"), guaranteed by the Guarantor. A copy
of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

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

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


                                      A-2

<PAGE>   32

                                    ELECTION

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

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

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


                                      A-3

<PAGE>   33

                                  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:         _____________________________________

(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:


                                      A-4

<PAGE>   34

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

      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 or the Guarantor other than the Notes as
      Guaranteed listed above in Item (3).

      State any exceptions here:

(5)   Relationships with the Issuers and the Guarantor:

      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 the Guarantor (or their respective
      predecessors or affiliates) during the past three years.

      State any exceptions here:

(6)   Plan of Distribution:

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


                                      A-5

<PAGE>   35

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 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:

                                    _________________________

                                    _________________________

                                    _________________________

                                    _________________________

                                    _________________________


                                      A-6

<PAGE>   36

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.

Dated: ___________________________


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

            By: __________________________________________________________
                  Name:
                  Title:


                                      A-7

<PAGE>   37

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

                                    _________________________

                                    _________________________

                                    _________________________

                                    _________________________

                                    _________________________


                                      A-8

<PAGE>   38

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]
Charter Communications Holdings LLC
Charter Communications Holdings Capital
   Corporation
Marcus Cable Holdings, LLC
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") 8.625% Senior Notes due 2009
            guaranteed by Marcus Cable Holdings, LLC

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)


                                      B-1