Capital Partners IV, L.P., InterMedia Capital Management, LLC, nor InterMedia
Partners IV, L.P., will be deemed an Affiliate of TCID.
1.2. Business Day. Any day other than a Saturday, Sunday or a day on which
the banking institutions in Denver, Colorado, New York, New York, San Francisco,
California or St. Louis, Missouri are required or authorized to be closed.
1.3. Class B Common Stock. The 365 issued and outstanding shares of Class
B Common Stock (par value $100 per share) of RMG.
1.4. Charter Required Consents. Any and all consents, authorizations and
approvals which are identified on Schedule 3.3 and required for Charter to
purchase, own and hold the TCID RMG Shares.
1.5. Class B Redemption Price. An amount equal to $36,500 plus an annual
rate of 8% of such amount, from July 29, 1996 through the Closing Date.
1.6. Closing. The closing of the purchase and sale transaction
contemplated by this Agreement.
1.7. Closing Time. 11:59 p.m., Eastern time, on the Closing Date,
immediately following the "Closing Time" as defined in the IPWT Asset and Stock
1.8. Contract. Any contract, mortgage, deed of trust, bond, indenture,
lease, license, note, franchise, certificate, option, warrant, right or other
instrument, document, obligation or agreement, whether written or oral.
1.9. FCC. The Federal Communications Commission.
1.10. Governmental Authority. The United States of America, any state,
commonwealth, territory or possession of the United States of America and any
political subdivision or quasi-governmental authority of any of the same,
including any court, tribunal, department, commission, board, bureau, agency,
county, municipality, province, parish or other instrumentality of any of the
1.11. HSR Act. The Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.
1.12. Judgment. Any judgment, writ, order, injunction, award or decree of
any court, judge, justice or magistrate, including any bankruptcy court or judge
or the arbitrator in any binding arbitration, and any order of or by any