Chase Manhattan Bank, as Co-Syndication Agent, BankBoston, N.A., as
Documentation Agent and Toronto Dominion (Texas) Inc., as Administrative Agent,
as the same may be amended and in effect from time to time.
"Debt Documents" means the Indenture and the Credit Agreement and the
MONY Agreement and all documents or instruments delivered in connection
therewith or pursuant thereto, including any placement agreement or registration
rights agreement executed and delivered in connection with the issuance of the
securities subject to the Indenture.
"Employee Plan" means any pension, retirement, profit-sharing, deferred
compensation, vacation, severance, bonus, incentive, medical, vision, dental,
disability, life insurance or any other employee benefit plan as defined in
Section 3(3) of ERISA to which any Falcon Company or any ERISA Affiliate of any
Falcon Company contributes or is required to contribute or which any Falcon
Company or any such ERISA Affiliate sponsors or maintains.
"Encumbrances" means any pledge, claim, mortgage, lien, charge,
encumbrance, attachment, exception to or defect in title or other ownership
interest or security interest of any kind or nature whatsoever.
"Enforceability Exceptions" means the exceptions or limitations to the
enforceability of contracts under bankruptcy, insolvency, or similar laws
affecting creditors' rights generally or by judicial discretion in the
enforcement of equitable remedies and by public policies generally.
"Enstar Credit Agreement" means the Credit Agreement dated as of
September 30, 1997 among Enstar Finance, Banque Paribas, as Administrative
Agent, Bank of America National Trust and Savings Association, as Documentation
Agent, and the other financial institutions party thereto, as the same may be
amended and in effect from time to time.
"Enstar Debt Documents" means the Enstar Credit Agreement and all
documents or instruments delivered in connection therewith or pursuant thereto.
"Environmental Claim" means any written claim, complaint, action, suit,
proceeding, investigation or notice, including without limitation any proceeding
before any federal, state or local administrative body by any Person, agent or
agency of a federal, state or local government alleging potential liability
arising out of, based on or resulting from (A) the release or disposal into, or
the presence in the environment, including, without limitation, the indoor
environment, soil, subsurface, surface or groundwater, of any pollutant,
contaminant, waste, toxic substance, hazardous substance, petroleum or petroleum
derivative at any location, whether or not owned by the Falcon Companies, or (B)
circumstances forming the basis of any violation, or alleged violation, of any
"Environmental Law" means any and all federal, state or local laws,
statues, rules, regulations, ordinances, orders, decrees or other binding
obligations (A) related to releases or