1 Exhibit 4.2(a)(2) CHARTER COMMUNICATIONS HOLDINGS, LLC CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORPORATION $900,000,000 10.750% SENIOR NOTES DUE 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT January 10, 2001 Morgan Stanley & Co. Incorporated...Exchange and Registration Rights Agreement • February 8th, 2001 • Charter Communications Holdings Capital Corp • Cable & other pay television services • New York
