LIEU OF BEING SIGNED BY ONE OF SUCH OFFICERS OR DIRECTORS LISTED IN SUCH CLAUSE
(A) AND ONE OF THE OFFICERS LISTED IN CLAUSE (B) ABOVE.
"OPERATING CASH FLOW" MEANS, FOR ANY PERIOD, THE SUM OF THE FOLLOWING FOR THE
COMPANY AND THE RESTRICTED SUBSIDIARIES FOR SUCH PERIOD, DETERMINED ON A
CONSOLIDATED BASIS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
(EXCEPT FOR THE AMORTIZATION OF DEFERRED INSTALLATION INCOME WHICH SHALL BE
EXCLUDED FROM THE CALCULATION OF OPERATING CASH FLOW FOR ALL PURPOSES OF
THIS INDENTURE):
(A) AGGREGATE OPERATING REVENUES MINUS (B) AGGREGATE OPERATING
EXPENSES (INCLUDING TECHNICAL, PROGRAMMING, SALES, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES AND SALARIES AND OTHER COMPENSATION, NET OF AMOUNTS
ALLOCATED TO AFFILIATES, PAID TO ANY GENERAL PARTNER, DIRECTOR, OFFICER OR
EMPLOYEE OF THE COMPANY OR ANY RESTRICTED SUBSIDIARY, BUT EXCLUDING INTEREST,
DEPRECIATION AND AMORTIZATION AND THE AMOUNT OF NON-CASH COMPENSATION IN RESPECT
OF THE COMPANY'S EMPLOYEE INCENTIVE STOCK PROGRAMS FOR SUCH PERIOD (NOT TO
EXCEED IN THE AGGREGATE FOR ANY CALENDAR YEAR 7% OF THE OPERATING CASH FLOW FOR
THE PREVIOUS CALENDAR YEAR) AND, TO THE EXTENT OTHERWISE INCLUDED IN OPERATING
EXPENSES, ANY LOSSES RESULTING FROM A WRITE-OFF OR WRITE-DOWN OF INVESTMENTS BY
THE COMPANY OR ANY RESTRICTED SUBSIDIARY IN AFFILIATES).
FOR PURPOSES OF
DETERMINING OPERATING CASH FLOW, THERE SHALL BE EXCLUDED ALL MANAGEMENT FEES
UNTIL ACTUALLY PAID TO THE COMPANY OR ANY RESTRICTED SUBSIDIARY IN CASH.
"OPINION OF COUNSEL" MEANS A WRITTEN OPINION OF COUNSEL, WHO MAY BE COUNSEL FOR
THE COMPANY.
EACH SUCH OPINION SHALL INCLUDE THE STATEMENTS PROVIDED FOR IN
TRUST INDENTURE ACT SECTION 314 TO THE EXTENT APPLICABLE.
"OUTSTANDING" WHEN USED WITH RESPECT TO SECURITIES MEANS, AS OF THE DATE OF
DETERMINATION, ALL SECURITIES THERETOFORE AUTHENTICATED AND DELIVERED UNDER THIS
INDENTURE, EXCEPT:
(A)
SECURITIES THERETOFORE CANCELED BY THE TRUSTEE OR DELIVERED TO THE
TRUSTEE FOR CANCELLATION;
(B)
SECURITIES, OR PORTIONS THEREOF, FOR WHOSE PAYMENT OR PURCHASE
MONEY IN THE NECESSARY AMOUNT HAS BEEN THERETOFORE DEPOSITED WITH THE TRUSTEE
OR ANY PAYING AGENT (OTHER THAN THE COMPANY) IN TRUST OR SET ASIDE AND
SEGREGATED IN TRUST BY THE COMPANY (IF THE COMPANY SHALL ACT AS ITS OWN PAYING
AGENT) FOR THE HOLDERS OF SUCH SECURITIES;
(C)
SECURITIES, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 1202 AND
1203, WITH RESPECT TO WHICH THE COMPANY HAS EFFECTED DEFEASANCE AND/OR COVENANT
DEFEASANCE AS PROVIDED IN ARTICLE TWELVE; AND
(D)
SECURITIES PAID PURSUANT TO SECTION 306, SECURITIES IN EXCHANGE
FOR WHICH, OR IN LIEU OF WHICH, OTHER SECURITIES HAVE BEEN AUTHENTICATED AND
DELIVERED PURSUANT TO THIS
9
INDENTURE, OTHER THAN ANY SUCH SECURITIES IN RESPECT OF WHICH THERE SHALL HAVE
BEEN PRESENTED TO THE TRUSTEE PROOF SATISFACTORY TO IT THAT SUCH SECURITIES ARE
HELD BY A BONA FIDE PURCHASER IN WHOSE HANDS THE SECURITIES ARE VALID
OBLIGATIONS OF THE COMPANY;
provided, however, that, in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
direction, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities,