"Exchange Agreement" means the Exchange Agreement by and among the
parties named therein, containing the provisions set forth in Exhibit E hereto
and such other provisions as contemplated in Section 6.6, which agreement shall
be executed and delivered on the Closing Date.
"Falcon Companies" means, collectively, the companies listed on
Schedule 1.1(a) hereto, each of which may be referred to herein individually as
a "Falcon Company," and specifically excludes Enstar and Enstar Finance and the
other Enstar partnerships listed on Schedule 4.4, Adlink, and all other
"Falcon's Disclosure Schedules" means the Disclosure Schedules referred
to in Sections 3, 4 and 6.1 of this Agreement and attached to this Agreement.
"FCC" means the Federal Communications Commission, or any successor
"FCC Licenses" means any domestic satellite, business radio or other
Licenses issued by the FCC with respect to the Systems.
"FCC Regulations" means the rules, regulations and published policies
and decisions of the FCC promulgated by the FCC with respect to the Cable Act,
as in effect from time to time.
"FFI" means Falcon First, Inc.
"Franchise" means any cable television franchise and related
agreements, ordinances, permits, instruments or other authorizations issued or
granted to a Falcon Company by any Franchising Authority, including all
amendments thereto and renewals or modifications thereof, authorizing the
construction or operation of a cable television system.
"Franchise Area" means any geographic area in which a Falcon Company is
authorized to provide cable television service pursuant to a Franchise
(including any area pursuant to which a Falcon Company is operating under an
expired Franchise) or otherwise provides cable television service for which area
a Franchise is being negotiated or is not required pursuant to applicable Legal
"Franchising Authorities" means all Governmental Authorities that have
issued or granted any Franchises relating to the operation of a System.
"GAAP" means generally accepted accounting principles as in effect in
the United States from time to time.
"Governmental Authority" means any federal, state, or local
governmental authority or instrumentality, including any court, tribunal or
administrative or regulatory agency, department, bureau, commission or board.