"Security Agreement" means the Borrower Security Agreement or the
Subsidiary Security Agreement, and "Security Agreements" means both of them.
"Seller" means TWI Cable Inc., a Delaware corporation.
"Senior Discount Notes" means the 10% Senior Discount Notes Due 2008
issued by Parent Companies and Capital Corporation pursuant to the Indenture.
"Social Contract" means the rights and obligations with respect to the
Systems under the Social Contract, as approved by the FCC on November 30, 1995
and effective as of January 1, 1996, among the FCC, the Seller, Time Warner
Entertainment Company, L.P., Time Warner Entertainment -Advance/ Newhouse
Partnership, and subsidiaries, divisions and affiliates thereof, which rights
and obligations are to be assumed by the Borrower in connection with the
consummation of the Acquisition, with the concurrence of the FCC by an Order of
the FCC adopted March 16, 1998 and released March 19, 1998.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to its business of rating loans
and debt securities.
"Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurodollar funding (currently referred to as "Eurodollar Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurodollar funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.
"Subscriber Equivalent" has the meaning assigned to such term in the
"Subscriber Total" means, at any date, the sum of (i) all Individual
Subscribers on such date and (ii) all Subscriber Equivalents on such date.