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SEC Filings

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any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction.

            "Management Fees" means the fee payable to Charter Communications,
Inc. pursuant to the management agreement between Charter Communications, Inc.
and Charter Communication Operating LLC, as such agreement exists on the Issue
Date, including any amendment or replacement thereof, provided that any such
amendment or replacement is not more disadvantageous to the Holders of the Notes
in any material respect from such management agreement existing on the Issue

            "Marcus Combination" means the consolidation or merger of the
Guarantor with and into the Company or any of its Restricted Subsidiaries.

            "Mirror Note" means the senior note of the Guarantor due April 1,
2007 issued to the Company in the principal amount of $1,548,630,855 in the form
attached to this Indenture as Exhibit F, and which will be secured by the pledge
by the Guarantor of all of the Capital Stock of Marcus Cable Company LLC, a
wholly owned Subsidiary of the Guarantor.

            "Moody's" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries or by the Guarantor or any of its
Restricted Subsidiaries, as the case may be, in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof or taxes paid or payable as a
result thereof (including amounts distributable in respect of owners', partners'
or members' tax liabilities resulting from such sale), in each case after taking
into account any available tax credits or deductions and any tax sharing
arrangements and amounts required to be applied to the repayment of

            "Non-Recourse Debt" means Indebtedness:

            (1) as to which neither the Company nor any of its Restricted
      Subsidiaries, nor the Guarantor or any of its Restricted Subsidiaries, as
      the case may be, (a) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness),
      (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
      constitutes the lender;

            (2) no default with respect to which (including any rights that the
      holders thereof may have to take enforcement action against an
      Unrestricted Subsidiary) would permit upon notice, lapse of time or both
      any holder of any other Indebtedness (other than the Notes) of the Company
      or any of its Restricted Subsidiaries, or the Guarantor or any of its
      Restricted Subsidiaries, as the case may be, to declare a default on such
      other Indebtedness or cause the payment thereof to be accelerated or
      payable prior to its stated maturity; and