"Charter LLC" means a limited liability company to be formed pursuant
to the Charter LLC Operating Agreement as contemplated by Section 6.6.
"Charter LLC Operating Agreement" means the operating agreement of
Charter LLC containing the provisions set forth in Exhibit D hereto and such
other provisions as contemplated in Section 6.6, which agreement shall be
executed and delivered on the Closing Date.
"Charter's Disclosure Schedules" means the Disclosure Schedules
referred to in Section 5 of this Agreement and attached to this Agreement.
"Closing" means the purchase and sale of the Purchased Interests
pursuant to this Agreement.
"Closing Date" means the date on which the Closing occurs.
"Code" means the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder, as amended and in effect from time
"Commercial Bulk Subscriber" means a Bulk Subscriber that is a
commercial or business bulk account, such as a hotel, motel or hospital, as
reflected in the records of the Falcon Companies.
"Compensation Arrangement" means any plan or compensation arrangement
other than an Employee Plan, whether written or unwritten, which provides to
employees, former employees, officers, directors and shareholders of any Falcon
Company or any ERISA Affiliate any compensation or other benefits, whether
deferred or not, in excess of base salary or wages, including, but not limited
to, any bonus or incentive plan, stock rights plan, deferred compensation
arrangement, life insurance, stock purchase plan, severance pay plan and any
other employee fringe benefit plan.
"Consents" means the consents, permits, approvals and authorizations of
Governmental Authorities and other Persons necessary to transfer the Purchased
Interests to Buyer and to consummate the other transactions contemplated by this
"Contracts" means all leases, easements, rights-of-way, rights of
entry, programming agreements, pole attachment and conduit agreements, customer
agreements and other agreements (other than Franchises), written or oral
(including any amendments and other modifications thereto), to which any Falcon
Company is a party or which are binding upon any Falcon Company.
"Copyright Act" means the Copyright Act of 1976, as amended and in
effect from time to time.
"Credit Agreement" means the Credit Agreement dated as of June 30,
1998, as amended, among certain of the Falcon Companies named therein and the
Lenders (as defined therein), including NationsBank, N.A., as Syndication Agent,
Bank of America, N.T. & S.A., as Agent, The