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                              DESCRIPTION OF NOTES
     You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions."
     The original notes were issued and the new notes will be issued under three
separate indentures, each dated as of March 17, 1999, among the issuers and
Harris Trust and Savings Bank, as trustee. The terms of the notes include those
stated in the indentures and those made part of the indentures by reference to
the Trust Indenture Act of 1939, as amended.
     The form and terms of the new notes are the same in all material respects
to the form and terms of the original notes, except that the new notes will have
been registered under the Securities Act of 1933 and, therefore, will not bear
legends restricting the transfer thereof. The original notes have not been
registered under the Securities Act of 1933 and are subject to certain transfer
     The original notes were sold prior to our merger with Marcus Holdings. At
the sale of the original notes, Marcus Holdings guaranteed the notes and issued
a promissory note to Charter Holdings for certain amounts loaned by Charter
Holdings to subsidiaries of Marcus Holdings. When we merged with Marcus Holdings
both the guarantee and the promissory note issued automatically became, under
the terms of the indentures, ineffective. Consequently, all references in the
indentures and the notes to the guarantor, the guarantee or the promissory note,
and all matters related thereto, including, without limitation, the pledges of
any collateral are no longer applicable.
     The following description is a summary of the material provisions of the
indentures. It does not restate the indentures in their entirety. We urge you to
read the indentures because they, and not this description, define your rights
as holders of these notes. Copies of the indentures are available as set forth
under "Business -- Additional Information."
     The notes:
     - are general unsecured obligations of the issuers;
     - are effectively subordinated in right of payment to all existing and
       future secured Indebtedness of the issuers to the extent of the value of
       the assets securing such Indebtedness and to all liabilities, including
       trade payables, of Charter Holdings' Subsidiaries, other than Charter
     - are equal in right of payment to all existing and future unsubordinated,
       unsecured Indebtedness of the issuers; and
     - are senior in right of payment to any future subordinated Indebtedness of
       the issuers.
8.250% NOTES
     The 8.250% notes are limited in aggregate principal amount to $600 million,
and will be issued in denominations of $1,000 and integral multiples of $1,000.
The 8.250% notes will mature on April 1, 2007.