share of Class B Common Stock for which any Units held directly or indirectly by
such Persons are exchangeable, divided by (y) the number of shares of Class B
Common Stock owned by such Persons, or (c) as a separate class, as to certain
specified matters in the PublicCo's certificate of incorporation, as amended
from time to time, that adversely affect the Class B Common Stock relating to
issuance of Class B Common Stock and other equity securities other than Class A
Common Stock or affecting the voting power of the Class B Common Stock,
"Approval of the Members" means the affirmative vote, approval or consent of
Members holding more than fifty percent (50%) of the Common Units. The
conversion of all outstanding shares of Class B Common Stock into shares of
Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of
PublicCo's certificate of incorporation as of the Effective Time shall not
constitute an event described in the proviso of the preceding sentence.
1.9 "Bankruptcy" means, with respect to any Person: (a) the filing of an
application by such Person for, or such Person's consent to, the appointment of
a trustee, receiver, or custodian of its assets; (b) the entry of an order for
relief with respect to such Person in proceedings under the United States
Bankruptcy Code, as amended or superseded from time to time; (c) the making by
such Person of a general assignment for the benefit of creditors; (d) the entry
of an order, judgment, or decree by any court of competent jurisdiction
appointing a trustee, receiver, or custodian of the assets of such Person unless
the proceedings and the trustee, receiver, or custodian appointed are dismissed
within one hundred twenty (120) days; or (e) the failure by such Person
generally to pay such Person's debts as the debts become due within the meaning
of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the
Bankruptcy Court, or the admission in writing of such Person's inability to pay
its debts as they become due.
1.10 "Baseline Tax Deductions" has the meaning set forth in Section
1.11 "Basis" means the adjusted basis of an asset for federal income tax
1.12 "Board" has the meaning set forth in Section 5.2.1 of this Agreement.
1.13 "Bresnan Contributed Interest" has the meaning ascribed to the term
"Contributed Interest" in Section 2.1(b) of the Bresnan Purchase Agreement.
1.14 "Bresnan Exchange Agreement" means the Exchange Agreement entered into
as of the Class C Common Measuring Date by and among PublicCo and Bresnan
1.15 "Bresnan Holder" means each of the Bresnan Sellers who elects to
receive Class C Common Units pursuant to the Bresnan Purchase Agreement.
1.16 "Bresnan Keepwell Agreement" means the letter agreement dated February
2, 1999 addressed to Bresnan Communications Company Limited Partnership and
entered into among it and TCI Bresnan LLC, Beatrice Cable TV Company, TCI of
Illinois, Inc., Heritage Cablevision of South East Massachusetts, Inc., TCI of
Southern Minnesota, Inc., TCI Cablevision of Nebraska, Inc., WestMarc
Development, Inc. and TCID of Michigan, Inc.
1.17 "Bresnan Permitted Transferee" means (i) with respect to TCI Bresnan
LLC and TCID of Michigan, Inc., any entity controlled by AT&T Corp., and (ii)
with respect to BCI (USA), LLC and William J. Bresnan, (x) any affiliate of
William J. Bresnan that is, directly or indirectly, at least eighty percent
(80%) owned or controlled by William J. Bresnan, (y) William J. Bresnan's spouse
and descendants (including spouses of his descendants), any trust established
solely for the benefit of any of the foregoing individuals,