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SSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the
<br />regulations promulgated by the Federal Trade Commission with respect thereto, as amended and in
<br />effect from time to time.
<br />"Indebtedness" of any Person means, without duplication, (A) all indebtedness for borrowed
<br />money; (B) all obligations issued, undertaken or assumed as the deferred purchase price of property
<br />or services (other than trade payables and accrued liabilities entered into in the ordinary course of
<br />business on ordinary terms); (C) all non -contingent reimbursement or payment obligations with
<br />respect to surety instruments; (D) all obligations evidenced by notes, bonds, debentures or similar
<br />instruments, including obligations so evidenced incurred in connection with the acquisition of
<br />property, assets or businesses; (E) all indebtedness created or arising under any conditional sale or
<br />other title retention agreement, or incurred as financing, in either case with respect to property
<br />acquired by the Person (even though the rights and remedies of the seller or bank under such
<br />agreement in the event of default are limited to repossession or sale of such property); (F) all
<br />capitalized lease obligations; (G) all net obligations with respect to swap or interest rate hedge
<br />Contracts; (14) all indebtedness referred to in clauses (A) through (G) above secured by (or for which
<br />the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
<br />lien upon or in property (including accounts and contract rights) owned by such Person, even
<br />though such Person has not assumed or become liable for the payment of such Indebtedness; and
<br />(1) all guaranty obligations in respect of indebtedness or obligations of others of the kinds referred
<br />to in clauses (A) through (G) above; provided, however, that "Indebtedness" shall not include any
<br />obligations such as letters of credit, surety bonds or performance bonds or similar obligations
<br />entered into in the ordinary course of business.
<br />"Indenture" means the Indenture dated as of April 3, 1996 among FHGLP (and assumed by
<br />Falcon) and Falcon Funding Corporation and United States Trust Company of New York, as
<br />Trustee, as the same may be amended and in effect from time to time.
<br />"Intangibles" means all copyrights, trademarks, trade names, service marks, service names,
<br />patents, permits, proprietary information, technical information and data, machinery and equipment
<br />warranties, and other similar intangible property rights and interests (which shall in no event include
<br />Franchises, Licenses or Contracts) issued to or owned by any of the Falcon Companies.
<br />"Knowledge" means the actual knowledge of the persons listed in Schedule I. Ito) with
<br />respect to Buyer and the actual knowledge of the persons listed in Schedule I.1M with respect to
<br />Falcon.
<br />"Legal Restrictions" means restrictions on transfer arising under the securities laws, the
<br />Cable Act, FCC Regulations, the Franchises and the Licenses.
<br />"Legal Requirements" means applicable common law and any applicable statute, permit,
<br />ordinance, code or other law, mle, regulation, order. technical or other standard, requirement or
<br />procedure enacted, adopted, promulgated or applied by any Governmental Authority (including the
<br />FCC), including any applicable order, decree or judgment which may have been handed down,
<br />adopted or imposed by any Governmental Authority, all as in effect from time to time.
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