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or under common control with such Person. As used in this Agreement, "control"
means the ownership, directly or indirectly, of voting securities representing
the right generally to elect a majority of the directors (or similar officials)
of a Person or the possession, by contract or otherwise, of the authority to
direct the management and policies of a Person. Notwithstanding the foregoing,
prior to the Closing Date, (a) neither AT&T Corporation, Tele-Communications,
Inc., not any of their direct or indirect subsidiaries (collectively, the "AT&T
Affiliates"), shall be considered Affiliates of RMG for any purpose herein or
hereunder; (b) neither Paul Allen, Vulcan Cable, Inc., Vulcan Cable II, Inc.,
Marcus Cable Properties, L.L.C. nor any other Person directly or indirectly
controlled by Paul Allen that is not engaged in the cable television business
(collectively, the "Allen Affiliates") shall be considered Affiliates of Charter
for any purpose herein or hereunder; (c) RMG and Tennessee LLC shall not be
considered Affiliates of IPWT following the Closing; and (d) InterMedia
Partners, a California limited partnership, Brenmor Cable Partners, L.P., and
TCID IP-V, Inc., on the one hand, and InterMedia Partners Southeast, a
California general partnership, IPWT, InterMedia Partners IV, L.P., and RMG, on
the other hand, shall not be deemed Affiliates of each other.

      1.3 Agreement. This Asset Purchase Agreement.

      1.4 Intentionally omitted

      1.5 Assets. All of the assets, privileges, contracts, licenses, permits,
franchises, authorizations, rights, interests, claims and other properties, real
and personal, tangible and intangible, of every type and description (a) which
are owned, leased, held for, used or useful in, or otherwise related to, the
Cable Business, (b) in which RMG or any Affiliate of RMG has any right, title or
interest or in which RMG or any Affiliate of RMG acquires any right, title or
interest on or before the Closing Time, and (c) which are not Excluded Assets.
The Assets include the Tangible Personal Property, Owned Property, Leased
Property, Other Real Property Interests, Systems Franchises, Systems Licenses,
Systems Contracts, Books and Records and Other Intangibles.

      1.6 Basic Services. The lowest tier of service offered to subscribers of a

      1.7 Books and Records. All engineering records, files, data, drawings,
blueprints, schematics, reports, lists, plans and procedures and all other files
of correspondence, lists, records and reports concerning the Cable Business,
including subscribers and prospective subscribers of the Systems, signal and
program carriage and dealings with Governmental Authorities with respect to the
Systems, including all reports filed with respect to the Systems by or on behalf
of RMG or any Affiliate of RMG with the FCC and statements of account filed with
respect to the Systems by or on behalf of RMG or any Affiliate of RMG with the
U.S. Copyright Office, but excluding all documents, reports and records relating
to any employee of the Systems who has not given consent to disclosure of such
documents, reports and records.

      1.8 Business Day. Any day other than a Saturday, Sunday or a day on which