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                          FALCON COMMUNICATIONS, L.P.
commencing December 31, 1997. Maximum available borrowings under the Amended and
Restated Credit Agreement were $774 million at December 31, 1997. The Amended
and Restated Credit Agreement required interest on the amount outstanding under
the reducing revolver portion to be tied to the ratio of consolidated total debt
(as defined) to consolidated annualized cash flow (as defined). Interest rates
were based on LIBOR or prime rates at the option of the Partnership. The LIBOR
margin under the reducing revolver ranged from 0.75% to 1.625%, while interest
on the term loan was at the LIBOR rate plus 2.375%.
     At December 31, 1997, the weighted average interest rate on borrowings
outstanding under the Amended and Restated Credit Agreement (including the
effects of the interest rate hedging agreements) was 7.69%. The Partnership was
also required to pay a commitment fee per annum on the unused portion.
  (d) New Credit Facility
     On June 30, 1998, the Partnership entered into a new $1.5 billion senior
credit facility (the "New Credit Facility") which replaced the Amended and
Restated Credit Agreement and provided funds for the closing of the TCI
Transaction. See Note 1. The borrowers under the New Credit Facility were the
operating subsidiaries prior to consummation of the TCI Transaction and,
following the TCI Transaction, the borrower is Falcon LLC. The restricted
companies, as defined under the New Credit Facility, are Falcon LLC and each of
its subsidiaries (excluding certain subsidiaries designated as excluded
companies from time to time) and each restricted company (other than Falcon LLC)
is also a guarantor of the New Credit Facility.
     The New Credit Facility consists of three committed facilities (one
revolver and two term loans) and one uncommitted $350 million supplemental
credit facility (the terms of which will be negotiated at the time the
Partnership makes a request to draw on such facility). Facility A is a $650
million revolving credit facility maturing December 29, 2006; Facility B is a
$200 million term loan maturing June 29, 2007; and Facility C is a $300 million
term loan maturing December 31, 2007. All of Facility C and approximately $126
million of Facility B were funded on June 30, 1998, and the debt outstanding
under the Amended and Restated Credit Agreement of approximately $329 million
was repaid. As a result, from June 30, 1998 until September 29, 1998, FHGLP had
an excess cash balance of approximately $90 million. Immediately prior to
closing the TCI Transaction, approximately $39 million was borrowed under
Facility A to discharge certain indebtedness of Falcon Video. In connection with
consummation of the TCI Transaction, Falcon LLC assumed the approximately $433
million of indebtedness outstanding under the New Credit Facility. In addition
to utilizing cash on hand of approximately $63 million, Falcon LLC borrowed the
approximately $74 million remaining under Facility B and approximately $366
million under Facility A to discharge approximately $73 million of Falcon Video
indebtedness and to retire approximately $430 million of TCI indebtedness
assumed as part of the contribution of the TCI Systems. As a result of these
borrowings, the amount outstanding under the New Credit Facility at December 31,
1998 was $926 million. Subject to covenant limitations, the Partnership had
available to it additional borrowing capacity thereunder of $224 million at
December 31, 1998. However, limitations imposed by the Partnership's partnership
agreement as amended would limit available borrowings at December 31, 1998 to
$23.1 million.
  (e) Other subordinated notes
     Other subordinated notes consist of 11.56% Subordinated Notes due March
2001. The subordinated note agreement contains certain covenants which are
substantially the same as the