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          (3) payment of reasonable directors fees to Persons who are not
     otherwise Affiliates of Charter Holdings, and customary indemnification and
     insurance arrangements in favor of directors, regardless of affiliation
     with Charter Holdings, or any of its Restricted Subsidiaries;
          (4) payment of management fees pursuant to management agreements
             (A) existing on March 17, 1999 or
             (B) entered into after March 17, 1999,
        to the extent that such management agreements provide for percentage
        fees no higher than the percentage fees existing under the management
        agreements existing on March 17, 1999;
          (5) Restricted Payments that are permitted by the provisions of the
     indentures described above under the caption "-- Restricted Payments"; and
          (6) Permitted Investments.
     Charter Holdings will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
Charter Holdings may enter into a sale and leaseback transaction if:
          (1) Charter Holdings could have
             (a) incurred Indebtedness in an amount equal to the Attributable
        Debt relating to such sale and leaseback transaction under the Leverage
        Ratio test in the first paragraph of the covenant described above under
        the caption "-- Incurrence of Additional Indebtedness and Issuance of
        preferred stock" and
             (b) incurred a Lien to secure such Indebtedness pursuant to the
        covenant described above under the caption "-- Liens"; and
          (2) the transfer of assets in that sale and leaseback transaction is
     permitted by, and Charter Holdings applies the proceeds of such transaction
     in compliance with, the covenant described above under the caption
     "-- Asset Sales."
     The foregoing restrictions do not apply to a sale and leaseback transaction
if the lease is for a period, including renewal rights, of not in excess of
three years.
     Charter Holdings will not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of Charter Holdings, except in respect of the Credit
Facilities (the "Guaranteed Indebtedness") unless
     (1) such Restricted Subsidiary of Charter Holdings simultaneously executes
and delivers a supplemental indenture providing for the Guarantee (a "Subsidiary
Guarantee") of the payment of the notes by such Restricted Subsidiary, and
     (2) until one year after all the notes have been paid in full in cash, such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against Charter Holdings or any other Restricted
Subsidiary of Charter Holdings as a