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          (2) the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of Charter Holdings in
     exchange for, or out of the net proceeds of, the substantially concurrent
     sale, other than to a Subsidiary of Charter Holdings, of Equity Interests
     of Charter Holdings, other than Disqualified Stock; provided that the
     amount of any such net cash proceeds that are utilized for any such
     redemption, repurchase, retirement, defeasance or other acquisition shall
     be excluded from clause (3)(b) of the preceding paragraph;
          (3) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of Charter Holdings or any of its Restricted
     Subsidiaries with the net cash proceeds from an incurrence of Permitted
     Refinancing Indebtedness;
          (4) regardless of whether a Default then exists, the payment of any
     dividend or distribution to the extent necessary to permit direct or
     indirect beneficial owners of shares of Capital Stock of Charter Holdings
     to pay federal, state or local income tax liabilities that would arise
     solely from income of Charter Holdings or any of its Restricted
     Subsidiaries, as the case may be, for the relevant taxable period and
     attributable to them solely as a result of Charter Holdings, and any
     intermediate entity through which the holder owns such shares or any of
     their Restricted Subsidiaries being a limited liability company,
     partnership or similar entity for federal income tax purposes;
          (5) regardless of whether a Default then exists, the payment of any
     dividend by a Restricted Subsidiary of Charter Holdings to the holders of
     its common Equity Interests on a pro rata basis;
          (6) the payment of any dividend on Charter Holdings preferred stock or
     the redemption, repurchase, retirement or other acquisition of Charter
     Holdings preferred stock in an amount not in excess of its aggregate
     liquidation value;
          (7) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of Charter Holdings held by any member of
     Charter Holdings' management pursuant to any management equity subscription
     agreement or stock option agreement in effect as of the date of the
     indentures; provided that the aggregate price paid for all such
     repurchased, redeemed, acquired or retired Equity Interests shall not
     exceed $10 million in any fiscal year of Charter Holdings; and
          (8) payment of fees in connection with any acquisition, merger or
     similar transaction in an amount that does not exceed an amount equal to
     1.25% of the transaction value of such acquisition, merger or similar
     The amount of all Restricted Payments, other than cash shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by Charter Holdings or any of its
Restricted Subsidiaries pursuant to the Restricted Payment. The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the board of directors of Charter Holdings whose
resolution with respect thereto shall be delivered to the trustee. Such board of
directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $100 million. Not later than the date of making any
Restricted Payment, the Charter Holdings shall deliver to the trustee an
officers' certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this "Restricted
Payments" covenant were computed, together with a copy of any fairness opinion
or appraisal required by the indentures.