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           - existing employment agreements and new employment agreements
             entered into in the ordinary course of business and consistent with
             past practice; and
           - management fees under agreements existing as of March 17, 1999 or
             after March 17, 1999 if the percentage fees are not higher than
             those under agreements existing on March 17, 1999.
     - Limitations on sale and leaseback transactions exceeding three years.
     - Limitations on issuances of guarantees of indebtedness.
     - Prohibitions against consent payments to holders of notes unless paid to
       all consenting holders.
During any period of time that
     (a) either the 10.00% notes, the 10.25% notes or the 11.75% notes have
         Investment Grade Ratings from both Rating Agencies, and
     (b) no Default or Event of Default has occurred and is continuing under the
         applicable indenture,
Charter Holdings and its Restricted Subsidiaries will not be subject to the
provisions of the indenture described under
         - "-- Incurrence of Indebtedness and Issuance of preferred stock,"
         - "-- Restricted Payments,"
         - "-- Asset Sales,"
         - "-- Sale and Leaseback Transactions,"
         - "-- Dividend and Other Payment Restrictions Affecting Subsidiaries,"
         - "-- Transactions with Affiliates,"
         - "-- Investments" and
         - clause (4) of the first paragraph of "-- Merger, Consolidation and
           Sale of Assets."
     If Charter Holdings and its Restricted Subsidiaries are not subject to
these covenants for any period of time as a result of the previous sentence and,
subsequently, one, or both, of the Rating Agencies withdraws its ratings or
downgrades the ratings assigned to the applicable notes below the required
Investment Grade Ratings or a Default or Event of Default occurs and is
continuing, then Charter Holdings and its Restricted Subsidiaries will
thereafter again be subject to these covenants. Compliance with the covenant
with respect to Restricted Payments made after the time of such withdrawal,
downgrade, Default or Event of Default will be calculated as if such covenant
had been in effect during the entire period of time from the Issue Date.
     The new notes will not have Investment Grade Ratings from the Rating
Agencies when they are issued. Consequently, the covenants listed above remain
applicable to Charter Holdings and its Restricted Subsidiaries.
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:
          (1) declare or pay any dividend or make any other payment or
     distribution on account of Charter Holdings' or any of its Restricted
     Subsidiaries' Equity Interests, including, without limitation, any payment
     in connection with any merger or consolidation involving Charter