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SEC Filings

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including all corporations, are not subject to backup withholding and
information reporting requirements.
     Non-U.S. Holders other than corporations may be subject to backup
withholding and information reporting requirements. However, backup withholding
and information reporting requirements do not apply to payments of portfolio
interest (including OID) made by us or a paying agent to Non-U.S. Holders if the
certification described above under "-- United States Federal Income Taxation of
Non-U.S. Holders" is received, provided that the payor does not have actual
knowledge that the holder is a U.S. Holder. If any payments of principal and
interest are made to the beneficial owner of a Note by or through the foreign
office of a foreign custodian, foreign nominee or other foreign agent of such
beneficial owner, or if the foreign office of a foreign "broker" (as defined in
the applicable Treasury Regulations) pays the proceeds of the sale, redemption
or other disposition of Note or a coupon to the seller thereof, backup
withholding and information reporting requirements will not apply. Information
reporting requirements (but not backup withholding) will apply, however, to a
payment by a foreign office of a broker that is a U.S. person or is a foreign
person that derives 50% of more of its gross income for certain periods from the
conduct of a trade or business in the United States, or that is a "controlled
foreign corporation" (generally, a foreign corporation controlled by certain
U.S. shareholders) with respect to the United States unless the broker has
documentary evidence in its records that the holder is a Non-U.S. Holder and
certain other conditions are met or the holder otherwise establishes an
exemption. Payment by a U.S. office of a broker is subject to both backup
withholding at a rate of 31% and information reporting unless the holder
certifies under penalties of perjury that it is a Non-U.S. Holder or otherwise
establishes an exemption.
     In October 1997, Treasury regulations were issued which alter the foregoing
rules in certain respects and which generally will apply to any payments in
respect of a Note or proceeds from the sale of a Note that are made after
December 31, 1999. Among other things, such regulations expand the number of
foreign intermediaries that are potentially subject to information reporting and
address certain documentary evidence requirements relating to exemption from the
backup withholding requirements. Holders of the Notes should consult their tax
advisers concerning the possible application of such regulations to any payments
made on or with respect to the Notes.
     Any amounts withheld under the backup withholding rules from a payment to a
holder of the Notes will be allowed as a refund or a credit against such
holder's U.S. federal income tax liability, provided that the required
information is furnished to the IRS.
     Charter must report annually to the IRS and to each Non-U.S. Holder any
interest that is subject to withholding, or that is exempt from U.S. withholding
tax pursuant to a tax treaty, or interest that is exempt from U.S. tax under the
portfolio interest exception. Copies of these information returns may also be
made available under the provisions of a specific treaty or agreement to the tax
authorities of the country in which the Non-U.S. Holder resides.