<PAGE>

                                                                   EXHIBIT 10.31

                      NOTE PURCHASE AND EXCHANGE AGREEMENT
                         CONSENT AND AMENDMENT AGREEMENT


         This Consent and Amendment Agreement (this "Amendment") is dated as of
June 30, 1998 among Falcon Telecable, a California Limited Partnership (the
"Company"), AUSA Life Insurance Company, Inc., by AUER & Co. its nominee, and
MONY Life Insurance Company of America, by J. ROMEO & Co., its nominee (the
"Purchasers").

         The Company and the Purchasers agree as follows:

         1.   Reference to Note Purchase and Exchange Agreement. Reference is 
made to a Note Purchase and Exchange Agreement dated as of October 21, 1991 as
heretofore amended and modified (the "Note Purchase Agreement"). Reference is
also made to a Second Restated Subordination Agreement dated as of July 12, 1996
among the Purchasers, Falcon Holding Group, L.P. ("Holding, L.P."), Falcon
Holding Group, Inc. ("Holding, Inc.") and certain subsidiaries of Holding, L.P.
and Holding, Inc. listed as signatories thereto, as heretofore amended and
modified (the "Subordination Agreement"). Reference is also made to a Second
Restated Guaranty Agreement dated as of July 12, 1996 among the Purchasers and
certain subsidiaries of Holding, L.P. and Holding Inc. listed as signatories
thereto, as heretofore amended and modified (the "Guaranty Agreement"). The Note
Purchase Agreement, the Subordination Agreement and the Guaranty Agreement are
collectively referred to as the "Telecable Agreements." Capitalized terms
defined in the Telecable Agreements that are not defined herein shall have the
meanings ascribed to them in the Telecable Agreements as applicable.

         2.   Consent. Reference is also made to the Bank Credit Agreement as in
effect before giving effect to the New Bank Credit Agreement (the "Existing Bank
Credit Agreement"). The Company and other borrowers under the Existing Bank
Credit Agreement anticipate entering into a Credit Agreement on June 30, 1998
(the "New Bank Credit Agreement") with BankBoston, N.A., as Documentation Agent,
borrowings under which will be used, among other things, to discharge all
outstanding obligations under the Existing Bank Credit Agreement. The Purchasers
hereby consent to the Company's and its affiliates' execution, delivery and
performance of the New Bank Credit Agreement, such New Bank Credit Agreement to
be substantially in the form attached hereto as Exhibit A.

         3.   Amendments to Telecable Agreements.

              3.1.   Section 7.19 of the Note Purchase Agreement is amended to
read as follows:

         "7.19 Compliance with Bank Credit Agreement. The Company shall comply,
         and shall cause the Restricted Companies to comply, with each of the
         covenants contained in Section 7 of the Bank Credit Agreement (other
         than Sections 7.5.2 and 7.15) as in effect

<PAGE>

         on the Amendment Closing Date (except as such covenants may be amended
         pursuant to Section 7.20 below, other than those set forth in the
         immediately following paragraph), a copy of which is attached hereto as
         Exhibit E. All references therein to Lenders, Agents and similar
         persons shall be deemed, for purposes of this Agreement, to be holders
         of the Notes."

              For purposes of this Agreement, the incorporated provisions of
         Sections 7.5.1, 7.5.3 and 7.5.4 of the Bank Credit Agreement (as
         defined in Section 11.1 of this Agreement) are amended to read as
         follows and shall not be subject to amendment or modification without
         the consent of the holders of the Notes:

              Consolidated Total Debt to Consolidated Annualized Operating
         Cash Flow." Consolidated Total Debt shall not on any date exceed the
         percentage indicated in the table below of Consolidated Annualized
         Operating Cash Flow for the period of three consecutive months then
         most recently ended for which financial statements have been (or are
         required to have been) furnished in accordance with Section 8:

<TABLE>
<CAPTION>
            DATE                                         PERCENTAGE
<S>                                                      <C>
            Amendment Closing                            650%
                 Date through June 29, 1999
            June 30, 1999 through                        600%
                 December 30, 1999
            December 31, 1999                            550%
                 through June 29, 2000
            June 30, 2000 through                        500%
                 December 30, 2000
            December 31, 2000 and                        450%
                 thereafter
</TABLE>


              Consolidated Annualized Operating Cash Flow to Consolidated Pro 
         Forma Debt Service." As of the last day of each month, Consolidated
         Annualized Operating Cash Flow for the period of three consecutive
         months ended on such date shall exceed 100% of Consolidated Pro Forma
         Debt Service for the period of twelve consecutive months beginning
         immediately after such date.

              Consolidated Operating Cash Flow Plus Cash and Cash Equivalents to
         Consolidated Total Fixed Charges." As of the last day of each month
         commencing December 31, 2000, the sum of (a) Consolidated Operating
         Cash Flow for the period of twelve consecutive months ended on such
         date plus (b) the lesser of (i) cash and Cash Equivalents owned by the
         Restricted Companies as of such date determined in accordance with GAAP
         on a Consolidated Basis or (ii) $2,000,000 shall exceed 95% of
         Consolidated Total Fixed Charges for such period."


                                      -2-
<PAGE>

              3.2    Section 9.1(c) of the Note Purchase Agreement is amended to
read as follows:

         "(c) the Company fails to perform or observe any covenant or condition
         contained in Section 2.2, Section 7.20 or Section 7.21 of this
         Agreement, or, to the extent resulting from a failure to comply with
         Section 7.5 through Section 7.12, inclusive, Section 7.14, Section
         7.15, Section 7.17 through Section 7.19, inclusive, of the Bank Credit
         Agreement (as and to the extent modified and incorporated herein);"

              3.3    Section 11.1 of the Note Purchase Agreement is amended to 
read as follows:

         "Each of the definitions set forth in Section 1 of the Bank Credit
         Agreement (as defined in this Section 11.1 below) as in effect on the
         Amendment Closing Date (as defined in this Section 11.1 below) (except
         as such definitions are amended pursuant to section 7.20 of the
         Agreement) are hereby incorporated herein to the extent such
         definitions are referred to in, or are necessary to construe or further
         define, the provisions and terms of the Bank Credit Agreement
         incorporated herein, provided, that, all references therein to Lenders,
         Agents, and similar Persons shall be deemed, for purposes of this
         Agreement, to be the holders of the Notes. To the extent that any
         definition so incorporated by reference from the Bank Credit Agreement
         shall conflict with, or be inconsistent with, any existing definition
         in the Agreement, the definition so incorporated by reference shall
         prevail. In addition, the following definitions are added or
         substituted for existing definitions:

              "Amendment" means this Amendment.

              "Amendment Closing Date" means the date described in Section
4.3 of this Amendment.

              "Bank Credit Agreement" means the Credit Agreement dated as of
         June 30, 1998, among the Company and other borrowers and guarantors
         thereunder, the banks signatory thereto as lenders and BankBoston,
         N.A., as Documentation Agent, a copy of which is attached hereto as
         Exhibit E, as amended, supplemented or otherwise modified from time to
         time, including any amendment, supplement or modification to reflect
         the refunding or refinancing of the indebtedness outstanding
         thereunder.

              "Bank Pledge Agreement" means the Pledge and Subordination
         Agreement dated as of June 30, 1998, among Holding, L.P., Holding,
         Inc., the Company, the other Restricted Companies, and BankBoston, N.A.
         as Documentation Agent, as amended, supplemented or otherwise modified
         from time to time, including any amendment, supplement or modification
         to reflect the refunding or refinancing of the indebtedness outstanding
         under the Bank Credit Agreement.


                                      -3-
<PAGE>

              There is hereby added to the Agreement a revised Exhibit E
         which shall be in the form of Exhibit A to this Amendment. The Bank
         Credit Agreement as in effect on the date hereof is set forth in
         Exhibit A to this Amendment."

         4.   Additional Agreements.

              4.1.   The Purchasers acknowledge that New Falcon II will become
the "Borrower" under the New Bank Credit Agreement substantially 
contemporaneously with the TCI Closing (as defined in the New Bank Credit
Agreement) and agree that, even after New Falcon II becomes the "Borrower" under
the New Bank Credit Agreement, the Notes and all other obligations of the
Company under the Note Purchase Agreement (and all obligations of the
"Guarantors" under the Guaranty Agreement) shall remain subordinated to the
indebtedness and other obligations of the Company and the other "Borrowers" and
"Guarantors" under the New Bank Credit Agreement on the same terms as currently
subordinated. Pursuant to Section 7.21 of the Note Purchase Agreement, subject
to the Company and its affiliates entering into the New Bank Credit Agreement,
the Company will cause New Falcon II to become a "Guarantor" under the Guaranty
Agreement and a party to the Subordination Agreement contemporaneously with
becoming a "Borrower" under the New Bank Credit Agreement.

              4.2    Pursuant to Section 7.21 of the Note Purchase Agreement,
subject to the Company and its affiliates entering into the New Bank Credit
Agreement, the Company will cause Falcon Video Communications, L.P. and Falcon
Video Communications Investors, L.P. to become "Guarantors" under the Guaranty
Agreement and parties to the Subordination Agreement contemporaneously with
their becoming a "Guarantor" under the New Bank Credit Agreement (i.e., upon the
TCI Closing and the discharge of the Falcon Video Financing Debt as contemplated
in Section 5.3.1 of the New Bank Credit Agreement, and not upon the earlier
making of the Falcon Video Revolving Loan under Section 2.1.4 of the New Bank
Credit Agreement).

              4.3    The following are conditions precedent to the
effectiveness of this Amendment. The date on which all such conditions are met
(or waived by the Purchasers) shall be referred to in this Amendment as the
"Amendment Closing Date."

                     4.3.1. The transactions contemplated by the New Bank Credit
Agreement to be completed on the Initial Closing Date (as defined in the New
Bank Credit Agreement) shall be completed and all conditions theretofore shall
have been fulfilled and the New Bank Credit Agreement shall be in full force and
effect.

                     4.3.2. All representations and warranties set forth in 
Section 8 of the New Bank Credit Agreement shall be true and correct as of the
Amendment Closing Date, and by signing below each of the Restricted Companies
(under the New Bank Credit Agreement) confirms that such representations and
warranties are true and correct as of the date hereof and that each Purchaser
may rely on such representations and warranties as though the same were made to
such Purchaser and acknowledging that each Purchaser is relying on the truth and
accuracy of such representations and warranties in entering into this Amendment
and consummating the transactions contemplated herein.


                                      -4-
<PAGE>

                     4.3.3. All proceedings taken in connection with this 
Amendment and all documents and papers relating thereto shall be satisfactory to
the Purchasers and their special counsel. The Purchasers and their special
counsel shall have received copies of such documents and papers as they may
reasonably request in connection therewith, all in form and substance
satisfactory to the Purchasers and their special counsel.

4.4.   Except as amended hereby, the Telecable Agreements remain unchanged and,
as amended hereby, the Telecable Agreements remain in full force and effect. The
Company hereby reaffirms all of its obligations and undertakings under the
Telecable Agreements as amended hereby, and the Notes (as such term is defined
in the Note Purchase Agreement), as amended hereby. All references to the Note
Purchase Agreement, the 11.56% Series A Subordinated Notes (as defined in the
Note Purchase Agreement) and the 11.56% Series B Subordinated Notes (as defined
in the Note Purchase Agreement) shall mean the Note Purchase Agreement and such
Notes as amended to date and by this Amendment.

4.5.   This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute an agreement,
notwithstanding that all of the parties are not signatories on the same date or
the same counterpart. A signature page may be detached from one counterpart when
executed and attached to another counterpart.

                      [REMAINDER OF PAGE INTENTIONAL BLANK;
                          NEXT PAGE IS SIGNATURE PAGE]


                                      -5-

<PAGE>

         Each of the undersigned has caused this Consent Agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.

                                  FALCON TELECABLE, A CALIFORNIA
                                  LIMITED PARTNERSHIP

                                  By:   FALCON TELECABLE INVESTORS 
                                        GROUP, LTD., a California limited 
                                        partnership, its managing general 
                                        partner

                                        By:   FALCON HOLDING GROUP, INC.,
                                        a California corporation, its managing 
                                        general partner


                                              By:  /s/ Frank J. Intiso
                                                   -------------------------
                                                   Title:  EVP - Finance


                                  AUSA LIFE INSURANCE COMPANY, INC.
                                  By:   AUER & Co.

                                  By:   
                                        ------------------------
                                        Title:


                                  J. ROMEO & CO.

                                  By:   
                                        ------------------------
                                        Title:


ACKNOWLEDGED AND CONFIRMED
FOR PURPOSES OF SECTION 4.3.2 HEREOF

FALCON CABLE MEDIA, A CALIFORNIA
     LIMITED PARTNERSHIP
FALCON CABLE SYSTEMS COMPANY II,
     L.P.
FALCON CABLEVISION, A CALIFORNIA
     LIMITED PARTNERSHIP


                                      -6-
<PAGE>

         Each of the undersigned has caused this Consent Agreement to be
executed and delivered by its duly authorized officer as of the date first above
written.

                                  FALCON TELECABLE, A CALIFORNIA 
                                  LIMITED PARTNERSHIP
                                  By:   FALCON TELECABLE INVESTORS GROUP, LTD.,
                                        a California limited partnership, its 
                                        managing general partner
                                  By:   FALCON HOLDING GROUP, INC., a California
                                        corporation, its managing general 
                                        partner


                                  By:   /s/ Frank J. Intiso
                                        ------------------------
                                        Title:  EVP


                                  AUSA LIFE INSURANCE COMPANY, INC.
                                  By:   AUER & Co., ITS NOMINEE

                                  By:   
                                        ------------------------
                                        Title:


                                  MONY LIFE INSURANCE COMPANY OF AMERICA
                                  By:   J. ROMEO & Co., its nominee

                                  By:   
                                        ------------------------
                                        Title:


ACKNOWLEDGED AND CONFIRMED
FOR PURPOSES OF SECTION 4.3.2 HEREOF

FALCON CABLE MEDIA, A CALIFORNIA
     LIMITED PARTNERSHIP
FALCON CABLE SYSTEMS COMPANY II,
     L.P.
FALCON CABLEVISION, A CALIFORNIA
     LIMITED PARTNERSHIP
FALCON COMMUNITY CABLE, L.P.


                                      -7-
<PAGE>

FALCON COMMUNITY VENTURES I
     LIMITED PARTNERSHIP
FALCON TELECABLE, A CALIFORNIA
     LIMITED PARTNERSHIP
FALCON COMMUNITY INVESTORS, L.P.
FALCON INVESTORS GROUP, LTD., A
     CALIFORNIA LIMITED PARTNERSHIP
FALCON MEDIA INVESTORS GROUP, A
     CALIFORNIA LIMITED PARTNERSHIP
FALCON TELECABLE INVESTORS GROUP,
     A CALIFORNIA LIMITED PARTNERSHIP
FALCON TELECOM, L.P.

By:  FALCON HOLDING GROUP, INC.,
     as general partner, or general partner of the
     general partner of each of the foregoing
     companies

By:  /s/ Frank J. Intiso
     ------------------------
     Title:  EVP

FALCON FIRST, INC.
FALCON FIRST CABLE OF THE SOUTHEAST, INC.
FALCON FIRST HOLDINGS, INC.
FF CABLE HOLDING, INC.
FALCON FIRST CABLE OF NEW YORK, INC.
PLATTSBURG CABLEVISION, INC.
AUSABLE CABLE TV, INC.
CEDAR BLUFF CABLEVISION, INC.
EASTERN MISSISSIPPI CABLEVISION, INC.
SCOTTSBORO TV CABLE, INC.
LAUDERDALE CABLEVISION, INC.
SCOTTSBORO CABLEVISION, INC.
ATHENS CABLEVISION, INC.
DALTON CABLEVISION, INC.
MULTIVISION OF COMMERCE, INC.
MULTIVISION NORTHEAST, INC.

By:  /s/ Frank J. Intiso
     ------------------------
     Title:  EVP


                                      -8-