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"Falcon's Disclosure Schedules" means the Disclosure Schedules referred to in Sections 3, <br />4 and 6.1 of this Agreement and attached to this Agreement. <br />"FCC" means the Federal Communications Commission, or any successor agency thereof. <br />"FCC Licenses" means any domestic satellite, business radio or other Licenses issued by the <br />FCC with respect to the Systems. <br />"FCC Regulations" means the rules, regulations and published policies and decisions of the <br />FCC promulgated by the FCC with respect to the Cable Act, as in effect from time to time. <br />"FFl" means Falcon First, Inc. <br />"Franchise" means any cable television franchise and related agreements, ordinances, <br />permits, instruments or other authorizations issued or granted to a Falcon Company by any <br />Franchising Authority, including all amendments thereto and renewals or modifications thereof, <br />authorizing the construction or operation of a cable television system. <br />"Franchise Area" means any geographic area in which a Falcon Company is authorized to <br />provide cable television service pursuant to a Franchise (including any area pursuant to which a <br />Falcon Company is operating under an expired Franchise) or otherwise provides cable television <br />service for which area a Franchise is being negotiated or is not required pursuant to applicable Legal <br />Requirements. <br />"Franchising Authorities" means all Governmental Authorities that have issued or granted <br />any Franchises relating to the operation ofa System. <br />"GAAP" means generally accepted accounting principles as in effect in the United States <br />from time to time. <br />"Governmental Authority" means any federal, state, or local governmental authority or <br />instrumentality, including any court, Tribunal or administrative or regulatory agency, department, <br />bureau, commission or board. <br />"Hazardous Substance" means any substance, hazardous material, or other substance or <br />compound regulated under Environmental Laws, including, without limitation, petroleum or any <br />refined product or fraction or derivative thereof. <br />"Headquarters Employees" means the employees of the Falcon Companies set forth in <br />Schedule I.I(b). less any such employe" who are no longer employed by the Falcon Companies <br />at the Closing (other than as a result of the transactions contemplated by this Agreement), plus any <br />employees hired in the ordinary course of business to replace any such Headquarters Employees. <br />ocoimruscxscunon 6 <br />