or any partnership or other entity at least eighty percent (80%) owned or
controlled directly or indirectly by any of the foregoing persons, or (z)
William J. Bresnan.
1.18 "Bresnan Purchase Agreement" has the meaning set forth in the recitals
to this Agreement.
1.19 "Bresnan Put Agreement" means the Put Agreement entered into as of the
Class C Common Measuring Date by and among Bresnan Holders and Paul G. Allen.
1.20 "Bresnan Sellers" has the meaning set forth in the recitals to this
1.21 "Bresnan Tag-Along Agreement" means the Tag-Along Agreement dated as
of the Class C Common Measuring Date by and among BCI (USA), LLC, William J.
Bresnan, Blackstone BC Capital Partners L.P., Blackstone BC Offshore Capital
Partners L.P., Blackstone Family Investment Partnership III L.P., TCID of
Michigan, Inc., TCI Bresnan LLC, Paul G. Allen, and CII.
1.22 "Bresnan-TCI Put Agreement" means the TCI Put Agreement entered into
as of the Class C Common Measuring Date by and among the Company, TCI Bresnan
LLC, and TCID of Michigan, Inc..
1.23 "Cable Transmission Business" has the meaning set forth in Section 2.5
of this Agreement.
1.24 "Capital Account" means with respect to any Member the capital account
that the Company establishes and maintains for such Member pursuant to Section
1.25 "Capital Contribution" means, with respect to any Member, the amount
of money and the initial Gross Asset Value of any property (other than money)
contributed to the Company with respect to the interest in the Company held by
such Person. The principal amount of a promissory note which is not readily
traded on an established securities market and which is contributed to the
Company by the maker of the note (or a Person related to the maker of the note
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not be
included in the Capital Account of any Person until the Company makes a taxable
disposition of the note or until (and to the extent) principal payments are made
on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2).
1.26 "Certificate" means the Certificate of Formation of the Company
originally filed with the Delaware Secretary of State, as amended and/or
restated from time to time.
1.27 "Charter Value" equals the sum of (i) Eleven Billion Two Hundred
Seventy-Two Million Seven Hundred Thousand Dollars ($11,272,700,000) less
liabilities of the Company and its Subsidiaries (determined on a consolidated
basis in accordance with generally accepted accounting principles) on the Class
D Common Measuring Date, (ii) with respect to assets that are acquired by the
Company or its Subsidiaries on or after May 26, 1999 and on or before the Class
D Common Measuring Date (other than assets described in clauses (iii) and (iv)),
the product of 17 and the projected operating cash flow of such assets for the
calendar year ended December 31, 2000, determined in a manner consistent with
information provided to Falcon on May 24, 1999 (the "Cash Flow Projections"),