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     (y) with respect to the 9.925% notes, 100% of the Accreted Value thereof
plus, after the Full Accretion Date, accrued and unpaid interest, if any, to the
date of purchase. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, Charter Holdings may use such Excess Proceeds for any purpose not
otherwise prohibited by the indentures. If the aggregate principal amount of
notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the applicable trustee shall select the
notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.
     If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:
          (1) if the notes are listed, in compliance with the requirements of
     the principal national securities exchange on which the notes are listed;
          (2) if the notes are not so listed, on a pro rata basis, by lot or by
     such method as the trustee shall deem fair and appropriate.
     No notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of notes to be redeemed at its registered
address. Notices of redemption may not be conditional.
     If any note is to be redeemed in part only, the notice of redemption that
relates to that note shall state the portion of the principal amount thereof to
be redeemed. A new note in principal amount equal to the unredeemed portion of
the original note will be issued in the name of the holder thereof upon
cancellation of the original note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to
accrue on, or the Accreted Value ceases to increase on, as the case may be,
notes or portions of them called for redemption.
     Set forth in this section are summaries of certain covenants contained in
the indentures. The covenants summarized are the following:
     - Limitations on restricted payments by Charter Holdings and its Restricted
       Subsidiaries. Restricted payments include
        - dividends and other distributions on equity interests,
        - purchases, redemptions on other acquisitions of equity interests, and
        - purchases, redemptions, defeasance or other acquisitions of
          subordinated debt.
     - Limitations on restricted investments by Charter Holdings or its
       Restricted Subsidiaries. Restricted investments include investments other
        - investments in Restricted Subsidiaries, cash equivalents,
        - non-cash consideration from an asset sale made in compliance with the
        - investments with the net cash proceeds of the issuance and sale of
          equity interests,