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Charter, by any provision of any collective bargaining agreement or similar
Contract with any labor organization to which IPWT, IPSE, RMG or any of their
Affiliates are or may become bound.

            7.3.9. Nothing in this Section 7.3 or elsewhere in this Agreement
shall be deemed to make any employee of the Systems a third party beneficiary of
this Agreement.

            7.3.10. Notwithstanding any other provision of this Agreement, in
respect of wages paid with respect to the 1999 calendar year to employees of
IPWT or IPSE who after the Closing become employees of Charter, the Parties
agree to comply, and to cause their respective Affiliates to comply, with the
alternative procedure set forth in Section 5 of Revenue Procedure 96-60 and
shall cooperate, and shall cause their respective affiliates to cooperate, with
each other in complying with such procedures.

      7.4. Leased Vehicles; IPWT Other Capital Leases. To the extent not
included in the calculation of the Base Value or the Adjusted Value in
accordance with the terms of the Common Agreement, except for leases described
in Schedule 4.1(b), IPWT or IPSE will pay the remaining balances on any leases
for vehicles or capital leases included in the Tangible Personal Property and
will deliver title to such vehicles and other Tangible Personal Property to
Charter at the Closing, free and clear of all Liens. At the Closing, RMG will
have good and marketable title to its vehicles and Tangible Personal Property,
free and clear of all Liens.