Exhibit 5
June 5, 1996
Falcon Holding Group, L.P.
10900 Wilshire Boulevard - 15th Floor
Los Angeles, California 90024
Attention: Jon Lunsford
Re: Credit Facilities Commitment Letter
Ladies and Gentlemen:
You have informed us that Falcon Holding Group, L.P. (the
"Company") and its subsidiaries indicated as Restricted Subsid-
iaries below would like to have Tranche A and Tranche B senior
bank credit facilities of up to $750,000,000 (the "Credit Fa-
cilities") in the aggregate available in order to refinance
indebtedness under existing credit facilities and to finance
capital expenditures, working capital and for other general
business purposes. The borrowers under the Credit Facilities
would be Falcon Cablevision, Falcon Cable Media, Falcon Tele-
cable, Falcon Community Cable (including one of its subsid-
iaries), Falcon First, Inc., Falcon Cable Systems Limited Part-
nership or its successor entity and Falcon Telecom, L.P. (the
"Restricted Subsidiaries").
Based on our discussions and on the financial statements,
projections and other information furnished by the Company to
us, this letter evidences the commitment of each of The First
National Bank of Boston ("Bank of Boston"), NationsBank of
Texas, N.A. and its affiliates ("NationsBank") and Toronto-
Dominion (Texas) Inc. ("Toronto-Dominion" and, together with
Bank of Boston and NationsBank, the "Agents"), on a several
(and not joint or joint and several) basis, and on the terms
and conditions set forth or referred to herein, (a) to use rea-
sonable efforts to form a group of lenders that will extend
such Credit Facilities on the terms provided herein and for
which Bank of Boston will act as managing agent and documenta-
tion agent, NationsBank will act as syndication agent and
Toronto-Dominion will act as administrative agent and (b) to
each provide up to $150,000,000 of the proposed Credit Facili-
ties as part of the group of lenders, subject to obtaining com-
mitments from the other lenders to provide the balance of the
Credit Facilities.
Attached to this letter is an outline of the principal
terms (the "Outline") of the proposed Credit Facilities. Terms
that are not clear in the Outline are subject to the future
mutual agreement of the parties. In particular, the Outline
does not purport to include all of the conditions, covenants,
representations, warranties, defaults, definitions and other
terms that would be contained in the definitive documents for
the transaction, all of which must be satisfactory in form and
substance to the Agents and their counsel, to the other lenders
and their counsel and to the Company and its counsel prior to
proceeding with the proposed Credit Facilities.
The proposed Credit Facilities are conditioned upon the
factors set forth in the Outline, as well as the absence of (i)
any material adverse change in the business, assets, financial
condition, income or prospects of the Company and the Re-
stricted Subsidiaries since the date of the last audited finan-
cial statements furnished to the Agents, (ii) any material
change in the ability of the Company and the Restricted Subsid-
iaries to operate in accordance with the financial projections
furnished to the Agents or to comply with the proposed finan-
cial covenants, (iii) any material misstatements in or omis-
sions from the materials that have previously been furnished by
the Company to the Agents for the Agents, review and (iv) any
material change in governmental regulation or policy affecting
the Agents, the other lenders, the Company, the Restricted Sub-
sidiaries or the proposed Credit Facilities. If, in the course
of documenting the transaction and the Agents' continued analy-
sis of financial and other information relating to the Company
and the Restricted Subsidiaries, the Agents discover that any
of the foregoing conditions will in their judgment not be met,
the Agents reserve the right to terminate any obligation they
may have with respect to the proposed Credit Facilities.
Whether or not the transactions contemplated hereby are
consummated, (A) the Company agrees to pay all fees and dis-
bursements of the Agents' special counsel relating to the prep-
aration of this letter and the proposed Credit Facilities docu-
mentation and to the transactions contemplated hereby and
thereby, and (B) the Company agrees to indemnify the respective
Agents, their directors, officers and employees and each other
entity, if any, who controls any of the Agents and to hold the
Agents and such other entities harmless from and against all
losses, claims, damages, liabilities and expenses (including
expenses of litigation, discovery or preparation therefor)
which the Agents or such other entities may incur or which may
be asserted against the Agents or such other entities in con-
nection with or arising out of the matters referred to herein,
except for legal fees resulting from claims where the proposed
indemnities was determined by a court of competent jurisdiction
not to have acted in good faith.
This letter sets forth our proposal with respect to the
proposed Credit Facilities and shall be considered withdrawn if
the Agents have not received the enclosed copy of this letter
signed by the Company prior to June 14, 1996. If for any rea-
son the Agents, the Company, the Restricted Subsidiaries and
the proposed group of lenders have been unable to agree to de-
finitive terms and conditions and enter into a definitive
agreement prior to August 31, 1996, this proposal shall be con-
sidered terminated (except as specifically set forth in the
preceding paragraph).
If the foregoing is in accordance with your understanding
of out agreement, please sign this letter in the space indi-
cated below and return it to Bank of Boston.
Very truly yours,
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ David B. Herter
Title: Director
NATIONSBANK OF TEXAS, N.A.
By: /s/ Douglas S. Stuart
Title: SVP
TORONTO-DOMINION (TEXAS) INC.
By: /s/ Peter J. Foley
Title: Managing Director
The foregoing is agreed to:
FALCON HOLDING GROUP, L.P.
By FALCON HOLDING GROUP, INC.,
General Partner
By /s/ Peter J. Foley
Title: V.P. Finance