"Partnership Agreement" means the Second Amended and Restated Agreement
of Limited Partnership entered into as of October 1991 by and among Falcon
Telecable Investors Group, a California limited partnership, as General Partner,
and the limited partners signatory thereto.
"Person" means any individual, firm, partnership, joint venture,
corporation, association, business enterprise, trust, Governmental Body or other
entity, whether acting in an individual, fiduciary, or other capacity.
"Plan" has the meaning set forth in Section 4.8(b).
"Pro Forma Adjustments" means, with respect to any calculation of
Annualized Cash Flow, the inclusion or exclusion from the Consolidated Cash Flow
of the Company and its Subsidiaries of the Cash Flow of any Person or Cable
System acquired or disposed of within such proximity to the date of calculation
that the Cash Flow of such Person or Cable System is not otherwise included or
excluded, as the case may be, in the three most recent monthly statements
delivered pursuant to Section 8.1(a). In the case of any acquisition, the Cash
Flow of such acquired Person or Cable System to be included in the Consolidated
Cash Flow of the Company and its Subsidiaries shall be calculated as follows:
(a) it shall be based upon the most recent three months for which financial
statements for such Person or Cable System have been or are available; (b) it
shall be increased by the additional Cash Flow that would have been derived
during the most recent three months for which financial statements for such
Person or Cable System are available had there been in effect for those three
months any rate increases that are documented and that are to be implemented
upon the acquisition; (c) it shall exclude overhead expenses of such Person or
Cable System for such period reasonably demonstrated to the holders of the Notes
to be duplicative in light of such acquisition and exclude Cash Flow from any
Cable System disposed of for the relevant period before its disposition; and (d)
it shall then be reduced by one-third for each month for which the Cash Flow of
such Person or Cable System is otherwise included in the monthly statements
delivered pursuant to Section 8.1(a). In the case of a disposition, the Cash
Flow of the Person or Cable System disposed of, to the extent Cash Flow of such
Person or Cable System is included in the consolidated Cash Flow of the Company
and its Subsidiaries for the relevant period, shall be deducted from the
consolidated Cash Flow of the Company and its Subsidiaries.
"Pro Forma Debt Service" means the largest sum of the Debt Service
required to be made for the twelve months following the month in which any
calculation is made.