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EXHIBIT 10.50
ASSIGNMENT AND ACCEPTANCE
This Agreement, dated as of December 4, 1996, is between Banque Paribas,
a Lender under the Credit Agreement referred to below (the "Assignor"), and City
National Bank, a national banking association (the "Assignee").
For valuable consideration, the receipt of which is hereby acknowledged,
the Assignor agrees with the Assignee as follows:
1. Reference to Credit Agreement and Definitions. Reference is made to
the Amended and Restated Credit Agreement dated as of July 12, 1996, as from
time to time in effect (the "Credit Agreement"), among 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. , a
Delaware limited partnership, Falcon Community Ventures I Limited Partnership, a
California limited partnership, Falcon First, Inc., a Delaware corporation,
Falcon Telecable, a California limited partnership and Falcon Telecom, L.P.
(collectively, the "Borrowers"), the other Guarantors, and the Lenders,
including The First National Bank of Boston, as managing agent for itself and
the other Lenders. Terms defined in the Credit Agreement and not otherwise
defined herein are used herein with the meanings so defined.
2. Assignment and Assumption. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
the interest set forth on Schedule A hereto in and to all the Assignor's rights
and obligations under the Credit Agreement and the other Credit Documents (other
than Interest Rate Protection Agreements) as of the Assignment Date (as defined
below), together with all unpaid interest with respect to the portion of the
Loan assigned hereby and commitment fees relating thereto accrued to the
Assignment Date.
3. Representations, Warranties, etc.
3.1 Assignor's Representations and Warranties. The Assignor:
(a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the other Credit Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or the other Credit Documents or any other
instrument or document furnished pursuant thereto, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; and
(b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or the
Guarantors or the performance of any of their respective obligations under the
Credit Agreement, any of the Credit Documents or any other instrument or
document furnished pursuant hereto or thereto.
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(c) represents and warrants that after giving effect to the
assignment hereunder on the Assignment Date, the Assignor has the interests in
the Credit Obligations and under the Credit Agreement as set forth on Schedule B
hereto.
3.2 Assignee's Representations, Warranties and Agreements.
The Assignee:
(a) represents and warrants that it is legally authorized to enter
into this Agreement;
(b) confirms that it has received a copy of the Credit Agreement
and certain other Credit Documents it has requested, together with copies of the
most recent financial statements delivered pursuant to Section 7.4 of the Credit
Agreement and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Agreement;
(c) agrees that it will, independently and without reliance upon
the Assignor or any other Person which has become a Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement and the other Credit Documents; and
(d) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with their terms all the obligations
which by the terms of the Credit Agreement and other Credit Documents are
required to be performed by it as a Lender.
(e) represents and warrants that after giving effect to the
assignment hereunder on the Assignment Date, the Assignee has the interests in
the Credit Obligations and under the Credit Agreement as set forth on Schedule C
hereto.
3.3 Qualified Institutional Buyer. The Assignee represents and
warrants that is a Qualified Institutional Buyer.
3.4 US Withholding Tax. The Assignee represents and warrants that
(a) it is incorporated or organized under the laws of the United States of
America or a state thereof or (b) it will perform all of its obligations
relating to United States income tax withholding under Section 14 of the Credit
Agreement.
4. Assignment Date. The effective date of this Agreement shall be
December 12, 1996 (the "Assignment Date").
5. Assignee Party to Credit Agreement: Assignor Release of
Obligations. From and after the Assignment Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Agreement,
have the rights and obligations of a Lender thereunder and under the Credit
Documents, including without limitation, as set forth on Schedule A hereto, and
(b) the Assignor shall, to the extent provided in this Agreement, relinquish its
rights and be released from its obligations under the Credit Agreement and other
Credit Documents.
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6. Notices. All notices and other communications required to be given
or made to the Assignee under this Agreement, the Credit Agreement or any other
Credit Documents shall be given or made at the address of the Assignee set forth
on the signature page hereof or at such other address as the Assignee shall have
specified to the Assignor, the Administrative Agent and the Restricted Companies
in writing.
7. Further Assurances. The parties hereto agree to execute and
deliver such other instruments and documents and to take such other actions as
any party hereto may reasonably request in connection with the transactions
contemplated by this Agreement.
8. General. This Agreement, the Credit Agreement and other Credit
Documents constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and supersede all current and prior agreements and
understandings, whether written or oral. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other term or
provision hereof. This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument, and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns,
including as such successors and assigns all holders of the Credit Obligation.
This Agreement shall be governed by and construed in accordance with the laws
(other than the conflict of laws rules) of the jurisdiction in which the
principal office of the Assignor is located.
Each of the Assignor and the Assignee has caused this Agreement to be
executed and delivered by its duly authorized officer under seal as of the date
first written above.
BANQUE PARIBAS, LOS ANGELES AGENCY
By: /s/ John G. Acker
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Title: Group Vice President
BANQUE PARIBAS, LOS ANGELES AGENCY
By: /s/ Bryan Peterman
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Title: Vice President
CITY NATIONAL BANK, a national banking
association
By: /s/ David Burdge
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Title: Senior Vice President
City National Bank
9696 Wilshire Blvd., 3rd Floor
Beverly Hills, CA 90210
Telecopy: (310) 888-6152
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The foregoing is hereby approved:
FALCON CABLE MEDIA, A CALIFORNIA
LIMITED PARTNERSHIP
FALCON CABLESYSTEMS COMPANY II, L.P.
FALCON CABLEVISION, A CALIFORNIA
LIMITED PARTNERSHIP
FALCON COMMUNITY CABLE, L.P.
FALCON COMMUNITY VENTURES I
LIMITED PARTNERSHIP
FALCON TELECABLE, 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 Restricted Companies.
By /s/ Michael K. Menerey
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Title: Michael K. Menerey
Chief Financial Officer
FALCON FIRST, INC.
By /s/ Michael K. Menerey
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Title: Michael K. Menerey
Chief Financial Officer
THE FIRST NATIONAL BANK OF BOSTON, as
Managing Agent
By /s/ David B. Herter
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Title: Managing Director
TORONTO DOMINION (TEXAS) INC., as
Administrative Agent
By /s/ Jano Mott
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Title: Jano Mott
Vice President
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Schedule A
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Portion Assigned Hereunder
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Assignee's Percentage Interest and outstanding principal balance in the
Revolving Loan and Term Loan under the Credit Agreement on and after the
Assignment Date pursuant to the assignment being made hereunder on the
Assigninent Date.
Revolving Loan
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Percentage Interest 0.693745%
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Outstanding principal balance $3,399,352.98
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Term Loan
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Percentage Interest 0.392523%
---------
Outstanding principal balance $490,654.21
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Schedule B
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Assignor's Interest
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Assignor's new Percentage Interest and outstanding principal balance in
the Revolving Loan and Term Loan under the Credit Agreement on and after the
Assignment Date after giving effect to the other assignments being made on the
Assignment Date:
Revolving Loan
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Percentage Interest 3.548013%
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Outstanding principal balance $17,385,262.39
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Term Loan
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Percentage Interest 2.0075%
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Outstanding principal balance $2,509,345.79
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Schedule C
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Assignee's Interest
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Assignee's new Percentage Interest and outstanding principal balance in
the Revolving Loan and Term Loan under the Credit Agreement on and after the
Assignment Date after giving effect to the other assignments being made on the
Assignment Date:
Revolving Loan
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Percentage Interest 0.693745%
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Outstanding principal balance $3,399,352.98
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Term Loan
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Percentage Interest 0.392523%
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Outstanding principal balance $490,654.21
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