per year in any one case or in excess of One Million Dollars ($1,000,000) per
year in the aggregate; provided that the Falcon Companies shall not enter into
any employment agreements or new Contracts for the acquisition or disposition of
cable television systems without the prior consent of Buyer or amend any
existing employment agreement or Contract for the acquisition or disposition of
cable television systems without the prior consent of Buyer, such consent with
respect to amendments not to be unreasonably withheld or delayed.
(3) Disposition of Assets. Sell, assign, lease, swap
or otherwise transfer or dispose of any of the Assets, except for Assets
consumed or disposed of in the ordinary course of business.
(4) Encumbrances. Create, assume or permit to exist
any Encumbrance upon the Assets, except for Permitted Encumbrances or other
Encumbrances disclosed in Schedule 3.9 and subject to the Legal Restrictions on
any Equity Interests owned by the Falcon Companies.
(5) Indebtedness. Permit the Falcon Companies to
incur any additional indebtedness for borrowed money, except to the extent (if
not repaid at or prior to the Closing) included in the computation of Closing
Net Liabilities; provided that any such incurrence shall be in the ordinary
course of business and the Falcon Companies shall give Buyer prior notice of
(6) Compensation. Increase annually recurring
compensation by more than 5%, on average, for the Falcon Companies' employees
retained in connection with the conduct of the business or operation of the
Systems, except for customary merit or time-in-grade increases for qualifying
employees or otherwise in accordance with the Falcon Companies' employee
(7) Waivers. Waive any material right relating to the
Systems or the Assets.
(8) Marketing Plan. Implement any new marketing plans
that are materially different from marketing plans previously implemented by the
Falcon Companies, except as consented to by Buyer, such consent not to be
(9) Affiliate Transactions. Enter into any new
business arrangements or business relationships that would be required to be
disclosed on Schedule 3.17 or modify, revise or alter any existing such
arrangements or relationships if it would have an adverse economic effect on the
Falcon Companies or would be binding on the Falcon Companies after the Closing.
(b) Affirmative Covenants. Falcon shall, and shall cause the
Falcon Companies to, do the following between the date hereof and the Closing