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"Charter LLC Operating Agreement' means the operating agreement of Charter LLC
<br />containing the provisions set forth in Exhibit D hereto and such other provisions as contemplated
<br />in Section 6.6, which agreement shall be executed and delivered on the Closing Date.
<br />"Charter's Disclosure Schedules" means the Disclosure Schedules referred to in Section 5
<br />of this Agreement and attached to this Agreement.
<br />"Closing" means the purchase and sale of the Purchased Interests pursuant to this Agreement.
<br />"Closing Date" means the date on which the Closing occurs.
<br />"Code" means the Intemal Revenue Code of 1986, as amended, and the Treasury Regulations
<br />promulgated thereunder, m amended and in effect from time to time.
<br />"Commercial Bulk Subscriber" means a Bulk Subscriber that is a commercial or business
<br />bulk account such as ahotel, motel or hospital, as reflected in the records of the Falcon Companies.
<br />"Compensation Arrangement" means any plan or compensation arrangement other than an
<br />Employee Plan, whether written or unwritten, which provides to employees, former employees,
<br />officers, directors and shareholders of any Falcon Company or any ERISA Affiliate any
<br />compensation or other benefits, whether deferred or not, in excess of base salary or wages,
<br />including, but not limited to, any bonus or incentive plan, stock rights plan, deferred compensation
<br />arrangement, life insurance, stock purchase plan, severance pay plan and any other employee fringe
<br />benefit plan.
<br />"Consents" means the consents, permits, approvals and authorizations of Governmental
<br />Authorities and other Persons necessary to transfer the Purchased Interests to Buyer and to
<br />consummate the other transactions contemplated by this Agreement.
<br />"Contracts" means all leases, easements, rights-of-way, rights of entry, programming
<br />agreements, pole attachment and conduit agreements, customer agreements and other agreements
<br />(other than Franchises), written or oral (including any amendments and other modifications thereto),
<br />to which arty Falcon Company is" parry or which are hicdi :^ ---- arty Falcon Com
<br />_ .r, upon my pan±'
<br />"Copyright Act" means the Copyright Act of 1976, as amended and in effect from time to
<br />time.
<br />"Credit Agreement" means the Credit Agreement dated as of June 30, 1998, as amended,
<br />among certain of the Falcon Companies named therein and the Lenders (as defrted therein),
<br />including NationsBank, N.A., as Syndication Agent, Bank of America, N.T. & S.A., as Agent, The
<br />Chace Manhattan Bank, as Co -Syndication Agent, BankBoston, N.A., as Documentation Agent and
<br />Toronto Dominion (Texas) Inc., as Administrative Agent, as the same may be amended and in effect
<br />from time to time.
<br />owinnr II.Conox 3
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