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SEC Filings

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determined on an after-Tax basis, such payment or other amount will be
determined without regard to any Tax cost or Tax benefit not actually recognized
at the time of the determination, and appropriate adjustments will be made when
and to the extent that such Tax cost or Tax benefit is actually recognized.

      1.48 Third Party. Any Person other than RMG and its Affiliates, IPWT and
its Affiliates or Charter and its Affiliates.

      1.49 Transaction Documents. The Common Agreement and all instruments and
documents described in Sections 9.2 and 9.3 which are being executed and
delivered by or on behalf of Charter, IPWT or RMG in connection with this
Agreement or the transactions contemplated hereby.

      1.50 Other Definitions. The following terms have the meanings set forth in
the sections indicated in the table below:

       Term                                        Section
       ----                                        -------

       Agent's Fees                                 5.17
       ALTA                                          7.6
       Antitrust Division                            7.7
       Assumed Obligations and Liabilities           4.2
       AT&T Affiliates                               1.2
       Base Price                                    3.1
       Charter                                 First Paragraph
       Closing Date                                  9.1
       Code                                        5.14.2
       Commercially reasonable efforts              12.16
       Common Agreement                           Recital C
       Computer and Other Systems                 7.20.1(a)
       Confidential Information                    7.13.1
       Copyright Act                                 5.9
       Cost of Service Election                     5.8.4
       Excluded Assets                               4.1
       FCC Rate Forms                               5.8.4
       FTC                                           7.7
       Hired Employee                             7.3.6(a)
       IPWT                                    First Paragraph
       New Properties                              7.10(b)
       Nonrecourse                                  11.3
       Operating Agreements                       7.5.5(a)
       Phase I Assessment                          7.19.1
       Phase II Assessment                         7.19.1