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SEC Filings

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            "Person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company, trust,
unincorporated organization, government or agency or political subdivision
thereof or any other entity.

            "Pledge Documents" means, collectively, this Indenture and all
pledge agreements or other instruments evidencing or creating any security
interests in favor of the Trustee in all or any portion of the Collateral, in
each case as amended, supplemented or modified from time to time in accordance
with their terms and the terms of this Indenture.

            "Principal" means Paul G. Allen.

            "Private Placement Legend" means the legend set forth in Section
2.06(g)(i)(A) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

            "Productive Assets" means assets (including assets of a referent
Person owned directly or indirectly through ownership of Capital Stock) of a
kind used or useful in the Cable Related Business.

            "QIB" means a "qualified institutional buyer" as defined in Rule

            "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Stock.

            "Rating Agencies" means Moody's and S&P.

            "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated as of the Issue Date among the Issuers, the Guarantor and
the initial purchasers named therein with respect to the Notes issued on the
Issue Date.

            "Regulation S" means Regulation S promulgated under the Securities

            "Regulation S Global Note" means a global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in an initial
denomination equal to the outstanding principal amount at maturity of the Notes
initially sold in reliance on Rule 903 of Regulation S.

            "Related Party" means:

            (1) the spouse or an immediate family member, estate or heir of the
      Principal; or

            (2) any trust, corporation, partnership or other entity, the
      beneficiaries, stockholders, partners, owners or Persons beneficially
      holding an 80% or more controlling interest of which consist of the
      Principal and/or such other Persons referred to in the immediately
      preceding clause (1).

            "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) with