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SCHEDULE 3.4 <br />Absence of Conflicting Agreements- Consents <br />CONFLICTING AGREEMENTS: <br />1. Consummation of the sale of the Purchased Interests and the Contributed Interest will <br />require Falcon to commence an Offer to Repurchase under the Indenture within 30 days <br />after the Closing at a purchase price equal to 101%of the principle meant thereof in the <br />case of the Senior Debenture and 101%of the Accreted Value thereof in the case of the <br />Senior Discount Debentures in each case plus accused and unpaid interest (if any). <br />2. Consummation of the We of the Purchase Interests and the Contributed Interest will <br />result in an Event of Default under the Credit Agreement. <br />3. Traza neva Limited Partnership has a right to purchase the interest held by Falcon <br />Telecable in Falcon Lake Las Vegas Cablevision, L.P. in the event that Falcon Telecable <br />is not controlled by Marc Nathanson. <br />4. Consmmnation of the sale of the Purchased Interests and the Contributed interest will <br />result in a Termination Event, as defined in the Interest Rate Swap Agreement described <br />in Schedule 3.6, item 6(u), and may result in a Termination Event, as defined in the other <br />Interest Rate Swap Agreements described in Schedule 3.6. <br />5. Unless CSG consents to the Falcon CSG Billing Agreement (See Schedule 3.8, <br />Contracts, Item 2) continuing in full force and effect after the Closing, the Falcon CSG <br />Billing Agreement will be terminated concurrent with the Closing. <br />CONSENTS: <br />1. Certain Franchises <br />See attached list. <br />CARS Licenses listed on Schedule 3.8 <br />Material Contracts <br />a. Nntiee �n the randlnryt_.;derthe Lease Agree=-, deed as o1jun; 25 119,2'by <br />and between Sumitomo Life Realty (N.Y.), Inc. and Falcon Communications, <br />L.P. <br />b. Notice to landlord under the Office Lease, dated as of December, 1998, by and <br />between Raymond Business Center and Falcon Cable Communications, LLC <br />C. Consent of limited partners owning more than 50% of the total outstanding units <br />held by limited partners is required under the Amended and Restated Agreement <br />of Limited Partnership ofFalcon/Capital Cable Partners, L.P. <br />d. Consent of the Purchasers of the MONY Notes is required to consummate the <br />purchase and sale of the Purchased Interests and the Contributed Interests and to <br />release FHGI and FHGLP from the related Second Restated Subordination <br />Agreement. <br />SCHEDULE 3.4 — Page 1 <br />