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     "MANAGEMENT FEES" means the fee payable to Charter Communications, Inc.
pursuant to the management agreement between Charter Communications, Inc. and
Charter Communications 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.
     "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 Charter
Holdings or any of its Restricted Subsidiaries 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 Charter Holdings nor any of its Restricted
             (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,
             (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 Charter Holdings or any of
     its Restricted Subsidiaries to declare a default on such other Indebtedness
     or cause the payment thereof to be accelerated or payable prior to its
     stated maturity; and
          (3) as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of Charter Holdings or
     any of its Restricted Subsidiaries.
     "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.
     "PAYING AGENT" means an office or agency where notes may be presented for
          (1) any Investment by Charter Holdings in a Restricted Subsidiary of
     Charter Holdings, or any Investment by a Restricted Subsidiary of Charter
     Holdings in Charter Holdings;